TCR_Public/010118.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, January 18, 2001, Vol. 5, No. 13


ANICOM INC: Gets Interim Approval to Hire Hilco as Liquidator
ARMSTRONG HOLDINGS: Hires Covington & Burling as Insurance Counsel
BIG V: Retains The Blackstone Group as Financial Advisor
BIOSHIELD TECHNOLOGIES: Moves to Convert eMD Case to Chapter 11
BMJ MEDICAL: Order Entered Confirming Amended Joint Plan

BRADLEES: Stop & Shop Picks-Up Designation Rights on 111 Leases
CAMELLIA FOOD: Files for Chapter 11 Protection in Norfolk
CAVION TECHNOLOGIES: Liberty Extends Offer to Buy Assets
CHIQUITA BRANDS: Blackstone Aboard to Lead Debt Restructuring
CONTEMPORARY INDUSTRIES: Committee Taps Odyssey Capital as Advisor

GLENOIT UNIVERSAL: Seeks Authority To Retain Carl Marks Consulting
HARNISCHFEGER INDUSTRIES: Settles with Westmoreland and Gases Plus
HERITAGE SOUTHWEST: Creditors File Petition to Force Liquidation
HERITAGE SOUTHWEST: Involuntary Case Summary
HOME PLACE: Case Summary & 50 Largest Unsecured Creditors

ICG COMMUNICATIONS: U.S. Trustee Balks at Wasserstein Engagement
IMPERIAL SUGAR: BCSI Launches Case-Specific Newsletter
JCC HOLDING: December Gross Gaming Revenues Up 29% Over Last Year
JITNEY JUNGLE: FTC Gives Stamp of Approval to Winn-Dixie Deal
LERNOUT & HAUSPIE: Philippe Bodson Named New Chief Executive

LERNOUT & HAUSPIE: Restrains Utilities from Altering Service
LOEWEN GROUP: Kraeer Debtor Exercises Option to By Leased Property
LONDON FOG: Asks for Extension of 365(d)(4) Period to April 19
METAL MANAGEMENT: Selling Two Properties for $2.4 Million
MICROAGE, INC: Sells Subsidiary's Assets to CompuCom for $85 Mil

MORRIS MATERIAL: Files Joint Plan of Reorganization
NORTHPOINT COMMUNICATIONS: Files Chapter 11 Case in San Francisco
NOVAEON INC: Sells Managed Care Business Units to Anchor Pacific
NU-KOTE HOLDING: Third Amended Plan Declared Effective Dec. 31
OLDGEN, INC: Disclosure Statement Hearing Set for Feb. 6

OWENS CORNING: Assuming Marathon Ashland and Valero Agreements
PITTSBURGH-CANFIELD: Wants 180 More Days to Make Lease Decisions
PNV, INC: Inks $5.5 Million Asset Sale Agreement for
SAFETY-KLEEN: Mechanic Files Motion to Pursue Injury Claim
SERVICE MERCHANDISE: Ramco Objects to TJX Lease Assignment

SOUTHERN CALIFORNIA: Fitch Lowers Embattled Utility's Ratings
SUN HEALTHCARE: Allows Claimant to File Injury Suit
VENCOR INC: Finalizes Agreement on Ventas Shareholder's Claims
WHEELING-PITTSBURGH: Assuming Noble Gas Supply Contract
WWWRRR: Shuts Down Operations After Cash Runs Out

YAZAM: About to Go Into Voluntary Liquidation


ANICOM INC: Gets Interim Approval to Hire Hilco as Liquidator
Anicom Inc. (ANIC) recently won interim approval to retain Hilco
Auction & Appraisal Services LLC as liquidation consultants
pending a final hearing Jan. 25. The interim order entered by the
U.S. Bankruptcy Court in Chicago will allow Anicom to begin
liquidating its businesses and assets immediately, rather than
waiting until the hearing at the end of the month. The interim
order also allows Hilco's affiliate, Hilco Receivables LLC, to
collect the company's accounts receivable, pending the final
hearing. Objections to the matter are due by Jan. 22. The
Rosemont, Ill.-based wire and cable distributor solicited bids
from various liquidation consultants before accepting the
proposals submitted by Hilco and Hilco Receivables, according to a
motion filed by Anicom on the first day of the bankruptcy
proceedings. The motion doesn't disclose any details of the other
bids. (ABI 15-Jan-2001)

ARMSTRONG HOLDINGS: Hires Covington & Burling as Insurance Counsel
Armstrong Holdings, Inc., applies for judicial authority to employ
the law firm of Covington & Burling of Washington DC as special
insurance counsel with respect to the Debtors' attempts to obtain
insurance coverage for asbestos-related bodily injury claims since
1975. The Debtors are involved in a pending alternative dispute
proceeding being conducted under the dispute resolution provisions
of the Agreement Concerning Asbestos-Related Claims of June 19,
1985. This agreement, commonly referred to as the "Wellington
Agreement" because it was negotiated between a large group of
insurance companies and a large group of policyholders with the
assistance of Harry Wellington, then dean of the Yale Law School.

In this proceeding the Debtors are seeking coverage for asbestos-
related bodily injury claims that are not within the scope of the
"products hazard" or the "completed operations hazard" as those
terms are used in the relevant insurance policies. Such claims are
commonly referred to as "non-product" claims. Under other policies
there are no aggregate limits applicable to non-product claims.

Armstrong has settled with several of the insurers who were
originally parties to the pending alternative dispute resolution
proceeding under the Wellington Agreement. The remaining non-
settling insurers are Reliance Insurance Company and Liberty
Mutual Insurance Company, and it is in this matter that the Debtor
wishes to continue to employ Covington & Burling. This employment
is sought retroactively to the date of the commencement of these
Chapter 11 cases.

In these chapter 11 cases, Covington & Burling will:

     (a) Advise, counsel and represent the Debtors in pending and
contemplated insurance negotiations, mediations, alternative
dispute resolution lawsuits and other proceedings;

     (b) Advise and counsel the Debtors in connection with the
recovery of insurance for various claims and losses;

     (c) Assist the Debtors in making reports regarding the status
and progress of its insurance-related negotiations, mediations,
alternative dispute resolution proceedings, litigation and other

     (d) Advise and represent the Debtors with respect to
applications for relief sought in connection with insurance-
related assets, insurance-related settlements, or insurance

     (e) Advise, counsel and represent the Debtors on insurance-
related matters in the bankruptcy case and contested matters or
adversary proceedings filed therein;

     (f) Coordinate with other professionals retained by the
Debtors; and

     (g) Perform other appropriate legal services for the Debtors
related to insurance coverage.

Covington & Burling says that it neither holds nor represents any
interest adverse to the Debtors or these estates on the matters
for which approval of employment is sought, nor is the firm
expecting in the future to pursue any such interest.

In December 2000 Covington & Burling received from the Debtors
payment in the sum of $87,116.18 on account of pre- and expected
post-petition legal services. On this date, the firm was owed
$18,834.63 for services rendered and expenses incurred in
September 2000 and billed the following month, $18,281.55 for
services rendered in October and billed in November, and an
estimated $50,000 for services rendered in November and for
services expected to be rendered through December 15, 2000. The
estimated amount of $50,000 was applied to services rendered in
November, and the balance will be applied to services rendered in
December prior to the commencement of these proceedings. Any
remaining balance will be held as a post-petition retainer.

The current hourly rates for Covington & Burling attorneys
expected to render services to the Debtors are:

          William P. Skinner                 $ 475
          S. William Livingston              $ 475
          Michael St. Patrick Baxter         $ 425
          Anna P. Engh                       $ 350
          Dennis B. Auerbach                 $ 400
          Phillip Emery Dube                 $ 220

Other C&B attorneys may render services to the Debtors from time
to time. For those attorneys the current hourly rate in non-
bankruptcy matters range from $160 to $575. The current hourly
rate for C&B paraprofessionals in non-bankruptcy matters is $120
to $200. C&B adjusts their billing rates on an annual basis,
generally in October of each year and will seek compensation at
such rates as modified.

William P. Skinner, Esq., a partner in the firm, states in a
Declaration that as a result of a conflicts search his firm
discloses that it represents, in matters wholly unrelated to these
Chapter 11 cases, Clifford Chance Rogers & Wells, Foley Hoag &
Eliot, KPMG, Lazard Freres & Co., and McDermott Will & Emery, all
professionals who have or will make application to be employed by
these estates. The firm also represents in unrelated matters
Morgan Stanley Dean Witter & Co. and T. Rowe Price & Associates,
who are shareholders of the Debtors, and The Depository Trust
Company, Jones Day Reavis & Pogue and Lee Toomey & Kent, who are
principal underwriters and attorneys in certain transactions with
the Debtors. Mr. Skinner further disclosed representation of
certain creditors of the Debtors, but in no event did the firm
represent any of these parties in any matters adverse or related
to these Chapter 11 cases.

In a supplemental declaration, Mr. Skinner averred that he had
recently discovered that Togo D. West, a C&B lawyer, is the spouse
of the Executive Director of the Washington DC office of AWI.
Although this may not be relevant, Mr. Skinner makes this
disclosure from an abundance of caution. (Armstrong Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-

BIG V: Retains The Blackstone Group as Financial Advisor
Big V Holding Corp., et al. seeks court authority to employ and
retain The Blackstone Group LP as their financial advisor based on
the affidavit of Steven Zelin, Senior Managing Director of The
Blackstone Group LP. Blackstone will provide the following
postpetition services:

     * Provide general financial advice and testimony regarding,
among other things, the capital structure of the debtors;

     * Advise and assist the debtors in their efforts to obtain
and negotiate the terms of DIP financing and post-confirmation
bridge and working capital facilities;

     * Assist, to the extent necessary, the debtors in evaluating
their businesses, assets and operations and, to the extent
necessary, negotiating with potential buyers of assets or

     * Provide the debtors with financial advice in connection
with formulating, evaluating, structuring and implementing a plan
of reorganization and assisting, to the extent necessary, in any
negotiations regarding a plan of reorganization;

     * Assist the debtors in developing a long range cash flow and
income forecast and assessing their financing and restructuring
alternatives; and

     * Assist the debtors, as and when needed, in valuing any
reorganization or any securities to be issued in connection with a
plan of reorganization, and preparing for and presenting testimony
related to same.

The debtors will pay the firm an advisory fee of $150,000 per
month and a $2.75 million Restructuring Fee paid upon consummation
of a Restructuring as defined in the agreement between the debtor
and the firm; and

A Transaction Fee payable in cash in an amount equal to the
greater of $2.75 million or 1% of the consideration paid in
connection with a sale, merger or other disposition of all or
substantially all of the debtor's assets. (The transaction fee
shall be reduced by any Restructuring Fee paid).  Blackstone
will also seek expenses.

BIOSHIELD TECHNOLOGIES: Moves to Convert eMD Case to Chapter 11
BioShield Technologies, Inc., (Nasdaq: BSTI) asked the Bankruptcy
Court to convert the pending chapter 7 case for its
subsidiary to a chapter 11 reorganization proceeding.  This will
allow BioShield to pursue inquiries it has received for the
licensing of the application. No additional funding is
required or will be devoted to the application. The
program is complete, fully functional and ready for licensing.
Current inquiries being entertained include payment of a licensing
fee up front to BioShield with royalty payments over the life of
the program to BioShield.  The company is entertaining a total
sell off of all eMD's assets.

The placement of into chapter 11 also results in BioShield
Technologies, Inc. reporting a net tangible asset gain of
approximately $5.6 million. The company feels this will be more
then adequate to remain Nasdaq asset compliant, however, BioShield
cannot guarantee or assure investors this will be the case. In
addition other requirements must be met in order to avoid de-
listing from the Nasdaq exchange.

Recently BioShield received a letter from the associate director
of listing requirements with Nasdaq in which he stated the
following: "The Company's Common stock has failed to maintain a
minimum bid price of $1.00 over the last 30 consecutive trading
days as required by Marketplace Rule 4310(C)(4) (the "Rule").
Therefore in accordance with Marketplace Rule 4310(C)(8)(B), the
Company will be provided 90 calendar days, or until to regain
compliance with this rule. If at anytime before March 21, 2001,
the bid price of the Company's common stock is at least $1.00 for
a minimum of 10 consecutive trading days, Staff will determine if
company complies with the rule. However, if the company is unable
to demonstrate compliance with the Rule on or before March 21,
2001, Nasdaq will provide the company with written notification
pursuant to Marketplace Rule 3815(a) that staff has determined to
delist its common stock. At that time, the Company may request a
review of Staff's determination pursuant to Marketplace Rule 4800
series. The 90-day period relates exclusively to the bid price
deficiency. The Company may be delisted during the 90 day period
for failure to maintain compliance with any other listing
requirement for which it is currently on notice or which occurs
during this period."

BMJ MEDICAL: Order Entered Confirming Amended Joint Plan
The Honorable Mary F. Walrath, US Bankruptcy Court District of
Delaware entered an order on December 6, 2000, confirming the
amended joint plan of liquidation of BMJ Medical Management, Inc.
and certain of its subsidiaries.

BRADLEES: Stop & Shop Picks-Up Designation Rights on 111 Leases
Bradlees (Braintree, MA) entered into an agreement, which gives
Royal Ahold's (Netherlands) Stop & Shop division designation
rights to 111 leases of stores and other Company facilities,
meaning Stop & Shop will handle the sale of these leases to third
parties, F&D Reports says in a newsletter released this week.
Under the terms of the deal, F&D explains, Bradlees is guaranteed
to receive a minimum of $150 million. At first glance, F&D says,
such an arrangement may seem odd, however, it is not as Stop &
Shop owned Bradlees until 1992 and has contingency liability on
the leases.

CAMELLIA FOOD: Files for Chapter 11 Protection in Norfolk
Camellia Food Stores (Norfolk, VA) and its two subsidiaries,
Eastern Shore Markets and Bonnie Be-Lo Markets, have filed for
reorganization under Chapter 11 of the US Bankruptcy Code in the
US Bankruptcy Court in Norfolk, Virginia, F&D Reports relates.
Eastern trades as Meatland, Food City and Fresh Pride, while
Bonnie trades as Be-Lo and Fresh Pride. The three companies
presently operate 25 supermarkets (down from 41) in Delaware,
Maryland, Virginia and North Carolina. A Creditors Committee was
appointed last Friday. Interim use of the Company's secured
lenders' cash collateral was authorized at a recent hearing, and a
final hearing is scheduled for January 26. SUPERVALU's Richfood
division is the largest creditor, with a claim of over $23

CAVION TECHNOLOGIES: Liberty Extends Offer to Buy Assets
Liberty Enterprises, the credit union movement's leading provider
of payment systems, marketing services and technology solutions,
is exploring the feasibility of purchasing the assets of Cavion
Technologies, Inc. (Nasdaq: CAVN).

Cavion offers secure Internet financial products and services
designed specifically for credit unions. An agreement would expand
Liberty's offerings to include Cavion's security-focused private
network for credit unions, CUiNET, and its Internet banking
platform, CUiBanking, and its Members Emporium Internet service.

"Mutual credit union customers have encouraged us to explore
adding Cavion's products and services to our organization," said
Robert D. Anderson, Liberty President and Chief Executive Officer.
"We have been impressed with Cavion's technology developments,
service track record and strong IT reputation with their

Liberty has already initiated a strategy to determine the
feasibility of the Cavion purchase. Over the next two weeks,
Liberty will be seeking service agreements from current Cavion
customers, 231 credit unions around the country. Anderson said
Liberty's acquisition decision will be based on Cavion customer
response and commitment. A deadline of Jan. 31 has been
established. The Liberty-Cavion agreement must then also be
approved by the bankruptcy court with which Cavion has filed for
Chapter 11 protection.

"The credit union customer agreements must allow the new company
to establish a foundation for a positive cash flow and break-even
operating income," said Anderson. "If the response from Cavion's
customer base does not meet our goals, we will not pursue the

The sale of Cavion would make the Nasdaq-traded company part of
Liberty, a 15-year-old private, employee- and family-owned company
with 920 employees. Liberty serves 5,000 credit unions in all 50
states, Guam and Puerto Rico.

"Liberty is one of the most respected credit union service
providers," said David J. Selina, Cavion President and CEO.
"Liberty shares Cavion's credit union focus and commitment. Both
companies are dedicated to providing our customers with
technologies necessary to compete in the dynamic financial
services marketplace."

Cavion filed for Chapter 11 bankruptcy protection on Dec. 21,
2000. Under the reorganization, Cavion remains in possession of
current operations and assets during the reorganization period and
has had ongoing negotiations with several entities interested in
acquiring Cavion's assets and providing capital to continue
operations and services.

                         About Liberty

Liberty partners with 5,000 credit unions in all 50 states, Guam
and Puerto Rico. Liberty's core product is the check, still
consumers' leading financial transaction vehicle. The company is
the credit union movement's leading provider of payment systems
(checks, card services, financial supplies), marketing services
(database marketing, creative services, outsource marketing,
market research) and technology solutions (data processing, Web-
site development and hosting, Internet banking). Liberty is
headquartered in Mounds View, Minn., a suburb of Minneapolis-St.
Paul. The company has also established marketing centers in Los
Angeles, St. Louis, Minneapolis and Hartford, Conn.

                         About Cavion

Cavion Technologies offers products and services for secure
business-to-business communications and secure Internet financial
products and services designed specifically for the needs of
credit unions. The company's Internet software products include
secure Internet access, online transactional banking, cellular
access, online bill payment, and online loan decision products,
along with enabling software for kiosks.

Cavion created a secure, private communications network called
CUiNET (Credit Union interactive Network) exclusively for the
credit union industry. CUiNET provides a secure, high-speed
communications platform for the delivery of services, transactions
and information to and from credit unions and related
organizations, such as trade organizations, corporate credit
unions and credit union vendors.  The company's headquarters are
located at 6466 South Kenton Street, Englewood, Colo., 80111. Its
telephone number is 720-875-1900.

CHIQUITA BRANDS: Blackstone Aboard to Lead Debt Restructuring
Chiquita Brands International Inc. (NYSE:CQB) today announced an
initiative designed to resolve its upcoming debt maturities and
improve its financial liquidity. The Company intends to regain its
financial health by restructuring its highly leveraged balance
sheet. In addition, the Company will continue to pursue cost-
reduction measures similar to those that have significantly
strengthened its operations in recent years.

The Company said that it proposes to restructure the publicly held
debt of Chiquita Brands International, Inc., which is a parent
holding company without business operations of its own. The
Company emphasized that this intended financial restructuring will
not impact day-to-day operations with regard to its employees,
customers, suppliers, distributors and general business. The
restructuring would also not affect any debt of the Company's
operating subsidiaries, which will continue to be serviced by cash
flow from the Chiquita Fresh and Chiquita Processed Food

The Company has retained The Blackstone Group as its financial
advisor and will begin discussions with holders of the parent
company's publicly held senior notes and subordinated debentures
concerning a balance sheet restructuring that is in the best
interests of the Company and its stakeholders. If successful, the
restructuring would result in the conversion of a significant
portion of Chiquita's outstanding $862 million of public debt into
common equity. As part of this initiative, the Company is
discontinuing as of today all interest and principal payments on
its public debt, including $87 million of subordinated debentures
due on March 28, 2001. As a result, all of such debt may become
subject to acceleration. In addition, such a restructure, whether
or not administered through a court proceeding, would adversely
affect the holders of Chiquita's common and preferred stock.

Chiquita also announced that it has obtained a commitment for an
18-month secured bank credit facility for up to $85 million to
replace its expiring bank revolving credit agreement. The new
facility will be used to repay $50 million of maturing subsidiary
debt, and $35 million will be available for seasonal working
capital needs. Completion of the new facility, which is subject to
certain conditions, is expected by early February. Even with this
new facility, however, Chiquita does not expect to be in a
position to repay the parent company's subordinated debentures
when they become due in March, and has concluded that it is now
therefore appropriate to enter into discussions with holders of
all of its public debt regarding a restructure.

Steven G. Warshaw, President and Chief Operating Officer of
Chiquita, said, "This restructuring initiative is the right next
step to ensure the long-term success of our Company. We have
already taken aggressive measures to increase productivity and
plan to continue with further cost enhancements that will benefit
our long-term operating results. Our operations are sound and we
have maintained the vitality and market leadership of the Chiquita
brand while dramatically improving our operating strengths and
underlying cost structure.

"However, these accomplishments have been masked by over six years
of continued weakening of European currencies and the corrosive
impact of eight years of an illegal European Union banana import
regime that today still remains unreformed. Indeed, if not for the
increased weakening of the euro since its inception in January
1999, we would have already demonstrated substantial improvements
in Chiquita's operating performance and cash flow, even despite
poor market conditions experienced by all banana industry

"Instead, the Company finds itself in a position where the
increasingly severe tightening over the past several months of the
bank credit and other capital markets previously accessed by
Chiquita has made them unavailable to refinance the parent
company's near term maturities. Under these circumstances, we
believe that the restructuring initiative announced today is in
the Company's best interests.

Warshaw continued, "It is disheartening after years of suffering
from the European Union's illegal banana import regime that
Chiquita's stockholders will endure further hardship. However, at
this point we are obliged to pursue a restructuring that will
provide a level of debt that our operations can be expected to
support, and enhance the future prospects for Chiquita's
profitable growth.

Warshaw concluded, "Chiquita's cash flow and financial resources,
which have been bolstered by the new credit facility announced
today, will be more than ample to meet day-to-day obligations of
the business. For our employees, customers, suppliers and
operating partners around the world, this means business as usual
today, with the prospect of an even stronger Chiquita tomorrow."

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed

CONTEMPORARY INDUSTRIES: Committee Taps Odyssey Capital as Advisor
Contemporary Industries Corporation and its Official Committee of
Unsecured Creditors apply for an order authorizing the employment
of Odyssey Capital Group, LLC as financial consultant, effective
December 23, 2000.

The current regular hourly rates of the Odyssey Capital employees
who will be principally responsible for this financial
consultation are as follows:

     G. Grant Lyon                  $250/hr.
     Other partners            $225-$250/hr.
     Associates                $150-$200/hr.
     Staff (not secretarial)        $100/hr.

On December 20, 1999, the debtor and the Creditors' Committee
filed a complaint to avoid fraudulent transfer and to recover
property against Terry G. Frost and other former shareholders
seeking to avoid transfers of approximately $26.5 million in cash
as fraudulent transfers and to recover damages under various legal
theories. According to the debtor and Committee, it is in the best
interest of the estate to employ the services of a financial
consultant for the purpose of the litigation.

GLENOIT UNIVERSAL: Seeks Authority To Retain Carl Marks Consulting
Glenoit Universal, Ltd. and its affiliated debtors seek authority
to employ and retain Carl Marks Consulting Group LLC to perform
financial and operational advisor services for the estates.

A hearing on the application will be held before the Honorable
Peter J. Walsh, US Bankruptcy Court, District of Delaware.

The firm agrees that:

     * Within 3 to 6 weeks from the commencement of this
retention, the firm shall provide a written operational assessment
of the debtors, which shall include specific strategic and
restructuring and/or sale recommendations;

     * The firm shall identify and implement costs savings

     * The firm shall analyze and recommend whether to reorganize,
sell, or liquidate the debtors' business units in whole or in

     * The firm shall assess the capabilities, strengths,
weaknesses, and relative cost of the management of each of the
debtors' significant business units;

     * Upon request, the firm shall support Glenoit's CEO, CFO,
COO and other functions as required;

     * The firm shall communicate with each creditor constituency
of the debtors with respect to all matters pertaining to the
firm's engagement hereunder, including the operations of the
debtors; and

     * Following the delivery of the Assessment , upon request,
the firm shall actively market for sale the business units, if
any, identified for sale by Glenoit's Board of Directors after
consultation with Glenoit's creditor constituencies.

The firm will receive compensation of $225,000 per month. The
services of the firm will be provided primarily by P. Woolard
Harris, managing director of the firm, Cliff Campbell, Robert
Ruppenthal and Josh Taylor. Furthermore, the firm will seek a
success fee equal to 1.5% of the consideration received
by Glenoit. The fee will be paid upon closing.

HARNISCHFEGER INDUSTRIES: Settles with Westmoreland and Gases Plus
In connection with a project in Montana, Harnischfeger Corporation
d/b/a P&H Mining, entered into a construction contract with
Westmoreland Resources, Inc. on or about December 14, 1998, to
perform services, and in turn contracted, pre-petition, with Gases
Plus for Gases Plus to provide certain services to P&H Mining in
connection with the Project.

As of the Petition Date, P&H had not paid Gases Plus for certain
services and materials that Gases Plus had provided in connection
with the Project. Gases Plus filed a construction lien against
real property belonging to Westmoreland for the amount of
$72,575.60 (the Lien Amount), which represents the amount P&H
allegedly owes Gases Plus. On the other hand, P&H is owed the
Unpaid Amount of $199,937.50 by Westmoreland for monies earned by
the Debtor under the Contract.

P&H, Westmoreland and Gases Plus agree that,

     (1) Westmoreland may withhold from the Debtor an amount equal
to the Lien Amount payment otherwise due under the Contract and
included in the Unpaid Amount, in order to satisfy the claims of
Gases Plus against the real property of Westmoreland;

     (2) Westmoreland shall

          (i)  remit $72,575.60 to Gases Plus and

          (ii) remit $127,361.90 to the Debtor;

     (3) Any other right to make demand for payment under the
Contract or the Project by Westmoreland and Gases Plus are waived
and any related claims are released;

     (4) Claim No. 11906 filed by Gases Plus in the amount of
$75,575.60 is expunged for all purposes;

     (5) Claim No. 6059 filed by Westmoreland in the amount of
$72,575.60 is expunged for all purposes; and

     (6) Nothing in the stipulation shall be construed as a waiver
of or be deemed to affect the validity of Claim No. 3033 filed by
Westmoreland in the amount of $7,416.00.

The parties file and seek the Court's approval to the stipulation
of their agreement. (Harnischfeger Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

HERITAGE SOUTHWEST: Creditors File Petition to Force Liquidation
A group of creditors, including HMO Blue Texas and five doctors'
groups, has filed a petition to force the bankruptcy liquidation
of Heritage Southwest Medical Group, an independent physicians
group in Dallas, according to the Star-Telegram. The creditors say
Southwest Medical has not been paying medical claims. Heritage
said it has not sought bankruptcy relief and intends to vigorously
contest the involuntary petition. "Heritage is paying and intends
to continue paying all of its undisputed debts," the company said.
A hearing on the bankruptcy petition has been scheduled for Feb. 2
in the U.S. Bankruptcy Court for the Northern District of Texas in

In court filings, one Dallas doctors' group, Texas Oncology, said
it is owed nearly $1.7 million. Imaging Consultants of Denton,
Texas, says it is owed $411,274. HMO Blue, which inherited a
contract with Heritage when it acquired Nylcare last year, listed
a claim for $1.2 million, plus additional amounts. HMO Blue said
it joined the petition because it would preserve Heritage's
assets, which is the most prudent way to protect its members'

Heritage said the claims in the petition are disputed and appear
to be related to pending litigation between Heritage and HMO Blue.
The company called the petition "a litigation tactic, designed to
harass Heritage and circumvent the authority of the Texas courts."
(ABI, 15-Jan-01)

HERITAGE SOUTHWEST: Involuntary Case Summary
Alleged Debtor: Heritage Southwest Medical Group, P.A.
                7610 Stemmons, #500
                Dallas, TX 75247

Involuntary Petition Date: January 5, 2001

Case Number: 01-30212           Chapter: 7

Court: Northern District of Texas (Dallas)

Judge: Harold C. Abramson

Petitioner's Counsel: Louis Raymond Strubeck, Jr., Esq.
                      Fulbright & Jaworski
                      2200 Ross Ave., Suite 2800
                      Dallas, TX 75201


     Southwest Texas HMO, INC. dba HMO Blue of Texas
     Texas Oncology, P.A.
     Imaging Consultants of Denton dba Family Radiology
     Robert E. Torti, M.D.
     Mark M. Altenau, M.D.
     Troy S. Gates, M.D.

Home Place: Case Summary & 50 Largest Unsecured Creditors

Lead Debtor: Home Place of America, Inc.
             3200 Pottery Drive
             Myrtle Beach, SC 29579

Debtor affiliates: HomePlace Management, Inc.
                   HomePlace Stores, Inc.
                   HomePlace Stores Two, Inc.

Type of Business: Home furnishings and accessories specialty

Chapter 11 Petition Date: January 16, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-00181 through 01-00184

Debtor's Counsel: James H.M. Sprayregen, Esq.
                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, IL 60601


                  Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones PC
                  919 North Market Street, 16th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  (302) 652-4100

Total Assets: $324,495,000

Total Debts: $255,681,000

Consolidated List of 50 Largest Unsecured Creditors:

   Entity                                    Claim Amount      
  --------                                   ------------

Fieldcrest Cannon                            $3,141,747                             
1 Lake Circle Drive
Kannapolis, NC 28081
Attention: Cynthia ext.580
Phone (800) 258-0001
Fax (704) 939-2166

Homedics                                     $2,189,811
3000 Pontiac Trail
Commerce Township, MI 48390
Attention: Rick
Phone (248)863-3000
Fax (248)863-3100

Wyse Advertising                             $1,725,385
P.O. Box 901387
Cleveland, OH 44190-1387
Phone (216)696-2424
Fax (216)736-4403

Colonial Candle/Carolina Design/             $1,390,265
Ambria Colonial Candle
627 Bay Shore Drive
Oshkosh, Wisconsin 54901
Attention: Sandie Burton
Phone (920)231-9620

Newell/Ancho/Burnes/Kirsch/Calpahlon         $1,354,537
P.O. Box 75801
Chicago, IL 60675-5801
Attention: Peggy Larson
Phone (815)233-8159
Fax (815)233-8164

Springs Bath Fashion/                        $1,348,190
Dundee/American Fiber
Spring Mills
P.O. Box 111, Dept. 220
Lancaster, South Carolina 29720
Attention: Tammy
Phone (800)286-2533

Croscill, Inc.                               $1,130,009
P.O. Box 30003
2102 Fay Street
Durham, NC 27702
Attention: Dan
Phone (919)956-6333

PHD, Inc.                                    $1,099,877
P.O. Box 127
29309 Clayton Avenue
Wickliffe, OH 44092
Attention: Tom Krumel
Phone (440)944-3500
Fax (440)944-4116

Brentwood Originals                            $967,397
11085 Airport Road
Olive Branch, MS 38654
Attention: Kent Evans
Phone (310)637-6804

Intercontinental Art, Inc                      $941,521
525 W Manville Street
Compton, CA 90220
Attention: Bob Renfel
Phone (310)609-3179

Park B Smith                                   $854,710
295 Fifth Avenue
New York, NY 10016-5657
Attention: Nancy ext.3031
Phone (212) 889-1818  

Ontario Store Fixtures                         $823,666
5145 Steeles Ave. west
Weston, Canada M9L 1R5
Phone (416)749-7700
Fax (416)749-1412

Dorel Industries                               $739,821
12345 Albert Hudon, Suite 100
Montreal-Nord, Canada H1G-3L1
Attention: Antonella
Phone 514-323-1247

Roscho, Inc./Lifetime Hoan Roshco              $739,242
1151 West 40th Street
Chicago, IL 60609
Attention: Grace
Phone (773)523-2300
Fax (514)683-6116

North American Enclosures (Wall Fr)            $733,919
85 Jetson Lane
Central Islip, New York 11722
Attention: Grace ext. 204
Phone (800)645-9209

Sauder Woodworking                             $704,724
502 Middle Street
Archbold, OH. 43502
Attention: Allen Kinsman
Phone (419)446-9123
Fax (419)446-4983

J&H Marsh & McLennan                           $700,139
100 N. Tryon Street Suite 32
Charlotte, N.C. 28202
Phone (704)343-4700
Fax (704)376-0404

Stylecraft Lamps, Inc.                         $684,529
P.O. Box 347
Highway 51 North
Hernando, MS. 38632
Attention: Wendell Jewell
Phone (601)429-5279
Fax (601)429-1608

World Kitchen, Inc./OXO/GE/                    $676,136
BVIA World Kitchen, Inc.
One Pyrex Place
Elmera, N.Y. 14902-1555
Attention: Tonya
Phone (800)236-1478
Fax (607)377-8946

Trade Am                                       $611,529
6580 Jimmy Carter Blvd.
Norcross, GA. 30071
Attention: Carolyn
Phone (770)326-7768
Fax (770)444-1624

E.J. Enterprises                               $602,400
15736 E. Valley Blvd.
City of Industry, CA.91744
Phone (800)279-8065
Fax (626)369-1234

Cord Crafts                                    $531,037
40 Harry Shupe Blvd.
Wharton, N.J. 07885
Attention: Peter
Phone (800)531-3825
Fax (973)328-9226

Pacific Coast Feather                          $516,807
P.O. Box 3801
1964 4Ths Avenue South
Seattle, WA. 98124-3801
Attention: Bob Sands
Phone (206)624-1057
Fax (206)625-9783

Mikasa                                         $513,614
1980 Celements Ferry Road
Charleston, S.C. 29492
Attention: Beth Lamb
Phone (843)856-4800
Fax (843)881-2664

Arc International                              $459,657
Wade Avenue
Millville, N.J. 08332
Attention: Joan Swain
Phone (609)825-5620
Fax (609)696-3442

Regal Rugs, Inc.                               $451,267
819 Buckeye Street
North Vernon, IN. 47265
Phone (812)346-3601
Fax (812)346-7112

CPS Corporation                                $448,231
1715 Columbia Hwy
Franklin, TN. 37064
Phone (800)251-3018
Fax (615)791-5883

Blue Ridge Design                              $443,760
P.O. Box 2480
482 State Farm Road Suite 401
Boone, N.C. 28607
Attention: Carol
Phone (828)268-0700
Fax (828)268-0710

Pfaltzgraff Company                            $443,148

Metro/Thebe                                    $422,744
P.O. Box 47170
Gardena, CA. 90247-0917
Attention: Anne
Phone (310)898-1888
Fax (310)898-1939

Hollander Home Fashions                        $390,392
6560 West Rodgers Circle #19
Boca Raton, Fl. 33487
Attention: Sue
Phone (800)233-7666
Fax (961)997-8419

Orange Glo International                       $387,980
8765 E. Orchard Road
Greenwood Village, CO. 80111
Phone (303)740-1909
Fax (303)740-8622

Allstate Floral & Craft                        $380,834
14038 Park Place
Cerritos, CA. 90701
Phone (800)433-4056
Fax (562)926-8613

Dan River                                      $372,743
675 Mansell Road, Suite 100
Roswell, GA. 30076
Attention: Kay Rudd
Phone (678)352-3240
Fax (678)352-3252

Eureka Company                                 $348,184
9555 Plaza Circle
El Paso, TX 79927
Attention: Peter
Phone (915)791-7010
Fax (915)791-7130

Advanced Art                                   $340,450
2200 Cockrell Ave.
Dallas, TX 75215
Attention: Larry
Phone (214)421-4307
Fax (214)421-3691

International Concepts                         $339,316
100 Liberty Drive
Thomasville, N.C. 27360
Attention: Maria
Phone (336)472-0303
Fax (336)472-2329

Sure Fit                                       $334,554
939 Marcon Boulevard
Allentown, PA. 18103
Attention: Joe Chapman
Phone (610)264-7300
Fax (610)266-3224

Gemmy Industries                               $329,991
2111 Walnut Hill Lane
Irving, TX 75033
Phone (800)231-6879
Fax (972)550-0495

Alco Industries, Inc.                          $329,858
120 Northfield Avenue
Edison, N.J. 08818-7805
Attention: Craig
Phone (732)225-7200
Fax (732)225-7490

Nourison                                       $317,636
5 Sampson Street
Saddle Brook, N.J. 07662
Attention: Ginny
Phone (201)368-6900
Fax (201)226-6801

Home Products Intl                             $314,719
885 N. Chestnut Street
Seymour, IN 47274
Phone (800)457-9881
Fax (812)522-5294

Iris USA                                       $314,193
P.O. Box 1965
Kenosha, WI. 53141-1965
Phone (800)320-4747
Fax (262)947-0699

Limonta Home                                   $313,421
1103 Wilso Drive
Baltimore, MD. 21223
Phone (877)884-8259
Fax (410)368-9916

Paper Magic                                    $307,910
401 Adams Avenue
Scranton, P.A. 18501
Phone (800)278-4085
Fax (570)341-9098

Foreston Trends                                $303,090
1483 Via Plata
Long Beach, CA. 90810
Attention: Eric
Phone (310)952-8500
Fax (310)952-8510

Hardlines Services                             $301,913
125 Lena Drive
Aurora, OH. 44202
Attention: Bo
Phone (330)562-2060
Fax (330)995-0687

Braun                                          $297,408
400 Unicorn Park
Woburn, MA 01801
Attention: Dick Dooling
Phone (800)272-8622
Fax (800)456-7863

Appliance Co. of America                       $296,560
175 Community Drive
Great Neck, N.Y. 11021
Phone (516)773-0300
Fax (516)773-0966

Bardwill Industries                            $292,454
1071 Avenue of the Americas
New York, NY 10018
Attention: Chris ext. 321
Phone (201)333-0112
Fax (201)333-0658

ICG COMMUNICATIONS: U.S. Trustee Balks at Wasserstein Engagement
Assistant U. S. Trustee Frank J. Perch interposed an objection to
ICG Communications, Inc.'s proposed employment of Wasserstein
Perella & Co. as financial advisors to the Debtors under the terms
set out in the Application. The U. S. Trustee argued that the
Restructuring Fee, Financing Fee, and Sale Transaction Fee
overlap, at least in part, as the same transaction could give rise
to both a Financing Fee and a Restructuring Fee. Further, there is
no provision for the Sales Transaction Fee to be credited against
the Financing Fee or vice versa.

The U. S. Trustee also objected to the proposed removal of payment
of these fees from the scope of judicial review and approval, as
required of all other professionals, and to any provision which
might be construed as divesting or limiting the Court's
jurisdiction over the engagement and any compensation awarded. The
U.S. Trustee also objected to the indemnification provision which
purports to limit Wasserstein's liability to any fees received.

Finally, the U. S. Trustee objected to the proposed retention of
three financial advisors (Wasserstein, Gleacher and Zolfo) whose
services would overlap, as the U. S. Trustee claimed was apparent
from a facial comparison of the applications, and who will charge
overlapping and excessive fees to the estate, including
transaction or success fees more payable to more than one entity
for the same transaction or event. (ICG Communications Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-

IMPERIAL SUGAR: BCSI Launches Case-Specific Newsletter
Imperial Sugar Company and 36 affiliates filed chapter 11
petitions in Wilmington Tuesday together with a pre-negotiated
chapter 11 plan to restructure nearly a billion dollars of debt.  
Baker Botts LLP represents the Company.  For a summary of the
petition and a list of the Debtors' 40-largest unsecured
creditors, pick-up a free copy of the first issue of IMPERIAL

JCC HOLDING: December Gross Gaming Revenues Up 29% Over Last Year
Fred Burford, president and chief executive officer of JCC Holding
Company offered the following comments on the release by the State
of Louisiana of December 2000 gross gaming revenues for Harrah's
New Orleans Casino.

"In December JCC earned gross gaming revenues of $21.3 million.
This represents an increase of 29% over December 1999," said Mr.
Burford. "However, after more than a full year of operations,
revenues continue to be below the level necessary to meet
expenses. In November a plan to return the company to financial
stability was unveiled. This plan is dependent upon a reduction
in the minimum payment to the State, reduction in expenses related
to the City of New Orleans, relief from hotel and restaurant
restrictions and a financial restructuring of the company. In
order for the restructuring to be successful, the Louisiana
Legislature must act as soon as possible to lower the state
minimum tax payment to ensure the long-term viability of the
casino and its many economic benefits, including approximately
3,000 jobs."

As part of this plan, JCC filed a petition for Chapter 11
reorganization in New Orleans in the Bankruptcy Court for the
Eastern District of Louisiana on January 4, 2001. The filing is
part of JCC's attempts to reorganize the company's debt and
capital structure in conjunction with JCC's request for a
reduction in the $100 million minimum annual payment to the State
of Louisiana and relief from certain operating restrictions. The
timing of this filing was the result of the need to conclude this
reorganization process prior to the March 31, 2001 deadline
imposed by certain obligations in JCC's casino operating contract
with the State of Louisiana.

JCC's Harrah's New Orleans Casino remains open and will continue
operations during the bankruptcy proceedings. No disruptions in
employment or operations are expected during these proceedings
unless the relief sought by JCC is not obtained and a bankruptcy
plan cannot be timely approved by the Bankruptcy Court and
consummated by March 31, 2001. Jazz Casino Company, LLC, a
subsidiary of JCC Holding Company, has the exclusive license to
own and operate the only land-based casino in Orleans Parish.
Harrah's New Orleans Management Company, a subsidiary of Harrah's
Entertainment, has the contract with Jazz Casino Company to manage
the casino. The casino directly employs approximately 3,000 people
earning wages, benefits and tips of over $100 million annually.
The 100,000 square foot casino is located at Canal Street at the
Mississippi River in downtown New Orleans and is adjacent to
the French Quarter, the Aquarium of the Americas and the Ernest N.
Morial Convention Center.

JITNEY JUNGLE: FTC Gives Stamp of Approval to Winn-Dixie Deal
In the Jitney Jungle (Jackson, MS) Chapter 11 Case, the Federal
Trade Commission announced it will approve the sale of stores to
Winn-Dixie (Jacksonville, FL) if another four stores are peeled
off the deal. This news comes from F&D Reports, explaining that
the number of stores being transferred to Winn-Dixie is now down
to 68. Winn-Dixie had originally sought to purchase 77 Jitney
Jungle stores for $92 million (plus inventory), which was reduced
to 72 stores for $85 million (plus inventory) when presented to
the US Bankruptcy Court for approval in December 2000. The FTC
notified Winn-Dixie that it could not obtain any interest in the
four locations in the next 10 years without prior approval of the

LERNOUT & HAUSPIE: Philippe Bodson Named New Chief Executive
From Brussels, Reuters reports that Lernout & Hauspie Speech
Products N.V. named Philippe Bodson, former head of Tractebel, as
its chief executive after co-founder Jo Lernout resigned from the
board of directors.  Reuters indicates that Mr. Lernout but would
remain as chief technology officer.

"The appointment of Philippe Bodson allows Lernout & Hauspie to
quickly achieve its goal of...emerging from its reorganisation
proceedings," board member Erwin Vandendriessche said in a
statement.  In a separate statement, Bodson said he had been
chosen by L&H for his experience overseeing the restructuring of
Tractebel and Belgian glass and glazing products maker Glaverbel .
"I put some conditions on my acceptance of this assignment,
amongst which was the backing of the banking community," he said.
"Today different funding possibilities exist, and they will be
further negotiated in the coming days.

LERNOUT & HAUSPIE: Restrains Utilities from Altering Service
Lernout & Hauspie sought and obtained an order (i) prohibiting
utility companies from altering, refusing or discontinuing
services on account of pre-petition invoices, and (ii)
establishing procedures for determining requests for additional
adequate assurance of payment. Specifically, the Debtors sought
and obtained an Order providing that:

     (a) Utility companies are prohibited from altering, refusing
or discontinuing services on account of pre-petition invoices;

     (b) If a utility company timely and properly requests from
the Debtors additional adequate assurance that the Debtors believe
is unreasonable, and the Debtors are unable to resolve the request
consensually with the utility company, the Debtors shall file a
motion for determination of adequate assurance of payment and set
such motion for hearing at the next regularly-scheduled omnibus
hearing occurring more than twenty days after the date of such
request, unless another hearing date is agreed to by the parties
or ordered by the Court;

     (c) Any utility company having made a request for additional
adequate assurance of payment shall be deemed to have adequate
assurance of payment until the Court enters a final order in
connection with such a request finding that the utility company is
not adequately assured of future payment; and

     (d) Any utility company that does not timely and in writing
request additional adequate assurance of payment shall be deemed
to be adequately assured of payment under the Bankruptcy Code.

In the normal course of its business, the Debtors use gas, water,
electric, telephone, cellular phone, and other services provided
by the various utility companies. These utility companies service,
among other things, the Debtors' executive offices in Stratford,
Connecticut and Burlington, Massachusetts, as well as its
manufacturing facility in Melbourne, Florida. Continued electric
and other utility services were described by the Debtors are of
primary importance as their operations and recordkeeping rely
heavily on computers. These computer systems enable the Debtors to
control supplies and materials, record sales and receivables, and
monitor manufacturing activities and other critical information.
The Debtors also conduct business in various countries around the
world and rely heavily on telephone service, making maintenance of
telephone service imperative.

Prior to the Petition Date, the Debtors maintained generally
satisfactory payment histories with all the utility companies. The
Debtors have, and will continue to have, sufficient funds to make
timely payments for all post-petition utility services. The Debtor
proposed that these payment records and resources constituted
sufficient protection of payment to the utility companies to meet
the requirements of the Bankruptcy Code and that the procedure
ordered by the court provided an orderly way by which any future,
additional claims could be handled. (L&H/Dictaphone Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-

LOEWEN GROUP: Kraeer Debtor Exercises Option to By Leased Property
One of the Loewen Debtors, Kraeer Funeral Homes, Inc. (KFH)
desires to exercise its option to purchase leased property located
at 1655 University Drive in Coral Springs, Florida under the terms
of the Lease.

The lease provides for base monthly rent of $4,100 at
commencement, adjustable annually for inflation upon notice by the
Landlord, plus real estate taxes. Moreover, the Lease provides KFH
with an option to purchase the Leased Property during the term of
the Lease, which KFH would like to exercise. The lease also
provides that, in the event of litigation, the prevailing party
shall be entitled to all costs and attorneys' fees.

From March 1991 through the Petition Date, the Landlord did not
notify KFH of any changes in the rent amount, and KFH continued to
pay base rent of $4,100 per month.

However, after the Petition Date, on December 3, 1999, the
Landlord provided KFH with written notice of increased rent
amounts. KFH paid the deficiencies in rental amounts asserted by
the Landlord accruing from the Petition Date through December 31,
1999. On April 4, 2000, the Landlord filed proof of claim number
9177 in the amount of $71,274.75 as an unsecured claim against
KFH, asserting a prepetition claim for: (a) $46,698 in alleged
deficiencies in rent payments from March 1991 through the Petition
Date; (b) $11,660 in interest that allegedly accrued on those
deficiencies; (c) $12,586 in unpaid real estate taxes; and (d)
$330 in interest on those taxes. Proof of claim number 9177
amended and superseded proof of claim number 7818, which was
previously filed by the Landlord. KFH agrees to a portion of the
Lease Claim, $50,249.54 but disputes the remaining portion.

On August 16, 2000, KFH provided notice to the Landlord that it
was exercising its purchase option. The Landlord responded by
indicating that, in light of the alleged unpaid prepetition
amounts under the Lease, KFH could not exercise the purchase
option. According to the landlord, alleged unpaid prepetition
amounts have to be paid first.

KFH tells Judge Walsh that they believe that the Lease may permit
it to exercise the purchase option irrespective of any defaults.
However, to have the least costly approach with no litigation
risk, KFH has determined to seek the Court's authority to: (i)
assume an unexpired nonresidential real property lease between the
Lorraine Kraeer Trust (the Landlord) and KFH; and (ii) establish
the amount of the associated cure payment to be made to the
Landlord, pursuant to section 365 of the Bankruptcy Code.

The motion was granted in all respects. The cure amount, as stated
in the Court's order, is $59,000. In addition, KFH is under the
obligation to pay any real property taxes payable to the Trust
under the terms of the lease. (Loewen Bankruptcy News, Issue No.
32; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LONDON FOG: Asks for Extension of 365(d)(4) Period to April 19
London Fog Industries, Inc. seeks an extension of the period
within which the debtors may assume or reject unexpired leases of
nonresidential real property. The majority of the debtors' leases
relate to the operation of the debtors' 34 remaining retail store
locations following the conclusion in January 2000 of the
inventory liquidation sales. Additionally, the debtors lease
administrative office space in New York City and Seattle,
Washington, as well as various overseas locations. The debtors
lease space at an overseas warehouse for storage of raw materials
and finished products.

The debtors have devoted the last several months to finalizing the
principal terms of the plan, in furtherance of the goal of seeking
confirmation of a consensual plan of reorganization and bringing a
successful conclusion the cases. Currently the debtors are
endeavoring to finalize the exhibits and schedules to the plan.

The debtors request to extend the Assumption/Rejection with
respect to all of their leases to the earlier of (i) April 19,
2001 and (ii) the Effective Date.

The debtors are represented by Sidley & Austin, New York and
Young, Conaway Stargatt & Taylor, LLP, Delaware.

METAL MANAGEMENT: Selling Two Properties for $2.4 Million
Metal Management Inc., et al. seeks court authority to sell
certain properties located in Phoenix, Arizona and Torrington,

A hearing on the motion will be held on January 25, 2001 at 4:00
PM before the US Bankruptcy Court, District of Delaware.

The debtor and its subsidiaries seek authority to sell land and
improvements and certain related property located at 3700 W. Lower
Buckeye Road, Phoenix, Arizona to D&C Ventures, LLC, for a
purchase price of $1.925 million and certain property located in
Torrington, Connecticut to 1002 South Main Corporation for a
purchase price of $500,000 pursuant to a certain real estate sale

Co-counsel for the debtors are James L. Patton, Jr., Joel A. Waite
and Michael R. Nestor of Young Conaway Stargatt & Taylor, LLP,
Delaware and Lawrence K. Snider, David S. curry, Craig E. Reimer,
and Aaron L. Hammer of Mayer Brown & Platt, Chicago, IL.

MICROAGE, INC: Sells Subsidiary's Assets to CompuCom for $85 Mil
MicroAge, Inc. and its wholly-owned subsidiary, MicroAge
Technology Services, L.L.C., announced that on January 10, 2001
they completed the sale to CompuCom Systems, Inc. of substantially
all of the assets and business of MTS. The assets of MTS purchased
by CompuCom include field equipment, office leases, accounts
receivable, inventory and customer service contracts.  

Proceeds to the MicroAge estate arising from the sale, in terms of
direct cash consideration payable and assumption of liabilities,
are anticipated to be approximately $85,000,000. MicroAge has been
operating under Chapter 11 protection since April 13, 2000. (New
Generation Research 15-Jan-2001)

MORRIS MATERIAL: Files Joint Plan of Reorganization
Morris Material Handling, Inc. filed a Joint Plan of
Reorganization and Disclosure Statement in its Chapter 11
proceeding.  The plan has been developed with the full
participation of the creditors committee appointed in the
proceeding and the company's bank creditors. The Plan represents
significant progress in the Company's and its creditors group
efforts to consummate a consensual restructuring, and all parties
are continuing to work together to finalize the details of the
necessary agreements.

If confirmed, the Plan generally will provide for full payment to
the secured creditors of Morris through cash and notes, and those
secured creditors who agree to forego a cash distribution will
receive equity representing 50% ownership of the reorganized
company. Unsecured creditors and bondholders will receive new
common stock representing 50% ownership of the reorganized
company. All stock distributions are subject to dilution by
a management stock program. No distribution to Morris's current
shareholders is anticipated by the Plan, and all existing Morris
shares will be canceled.

The Plan allows Morris to emerge from Chapter 11 as a leading
North American supplier of through the air material handling
equipment and services to a broad base of customers in
manufacturing, paper and primary metal industries. Morris expects
to emerge with a favorable capital structure that will allow it
the flexibility to respond to and take advantage of the changing
dynamics of its industry.

If the Disclosure Statement passes muster, the Plan is accepted by
creditors and confirmed by the Court, Morris expects to emerge
from Chapter 11 in the spring of 2001.

Morris has global operations on five continents and manufactures a
broad range of through-the-air cranes and hoists for material
handling. In addition, Morris has a network of company locations
to distribute these products and provide local service and

NORTHPOINT COMMUNICATIONS: Files Chapter 11 Case in San Francisco
NorthPoint Communications, Inc. (Nasdaq: NPNT) filed a petition
for Chapter 11 protection with the U.S. Bankruptcy Court for the
Northern District of California in San Francisco.

The company also announced it has secured a commitment for up to
$38 million of debtor in possession (DIP) financing from its
existing lenders to continue day-to-day operations. $25 million of
this financing commitment is available immediately and the
remaining $13 million will be made available upon the satisfaction
of certain conditions.

The company also announced its intention to proceed with a
structured sale of substantially all of its business and assets.
The company plans to seek approval today of open bid procedures
from the U.S. Bankruptcy Court.

"When Verizon unexpectedly pulled out of the merger and its
interim funding obligations, which we believe was a breach of
Verizon's agreements with NorthPoint, it created a funding
shortfall," said NorthPoint Communications President and CEO Liz
Fetter. "Chapter 11 protection will provide NorthPoint with
protection from creditors while enhancing our ability to meet our
obligations to customers and vendors by reducing or restructuring
our immediate financial obligations. NorthPoint plans to use this
"breathing room" to look for a financially sound strategic partner
who is interested in our network, our skilled and dedicated
employees and our attractive customer base."

"Our immediate goal is to continue to provide outstanding service
to our customers, pursue a successful outcome to the structured
sale process and execute on a business plan that will allow us to
optimize our resources," Fetter said. "Thanks to the dedicated
effort of our employees and vendors, we believe we can meet these

                  About NorthPoint Communications

NorthPoint Communications Group, Inc. is one of the leading DSL
service providers in the U.S. The company currently operates DSL-
based local networks in 109 U.S. metropolitan statistical areas
(MSAs). For additional information, visit

NOVAEON INC: Sells Managed Care Business Units to Anchor Pacific
Anchor Pacific Underwriters, Inc., (APUX.OB) announced that on
Friday, January 12, 2001, it closed the purchase of substantially
all of the assets and business of the telephonic case management
and medical bill review units of Novaeon, Inc., from Novaeon's
Chapter 11 bankruptcy estate as well as the private placement of a
$2M convertible debt facility with Legion Insurance Company.  The
acquisition is the first step in Anchor Pacific's strategy to
diversify its insurance services product lines.

The purchase price for the Novaeon Assets is contingent, ranging
from a maximum of $5M to a minimum of $2M based on the revenue
actually realized by the acquired business units from existing
Novaeon customers during calendar year 2001. The purchase price
will be reduced dollar-for-dollar by the amount actual 2001
revenue is less than $10M. The current annual revenue run rate of
the acquired business units is approximately $6M. In no event,
however, will the purchase price be adjusted below the minimum $2M

The price was payable by delivery of $1.5M in cash and Anchor
Pacific's contingent promissory note in the amount of $3.5M
containing contingent principal reduction terms as described
above. A new subsidiary, Spectrum Managed Care of California,
Inc., ("Spectrum of California"), has been formed by Anchor
Pacific to own and operate these assets effective January
15, 2001.

The principal and interest under the $2M Legion Loan will be
automatically converted into Anchor Pacific common shares upon
Anchor's completion of a contemplated $3M - $6M private placement
of its common stock, which is targeted to be completed prior to
June 30, 2001. The debt conversion will be made at the per share
price realized by Anchor in such offering. In the event the
private placement is not completed by June 30, 2001, Anchor
Pacific, its majority owner, Ward North America Holding, Inc., and
Legion Insurance Company have entered into agreements whereby
Legion can cause Ward N.A. to purchase its rights under the Legion
Loan and Ward N.A. can then acquire the capital stock of Spectrum
of California from Anchor Pacific by assuming its payment
obligation under the Legion Loan, as well as, the contingent
Anchor Pacific note to Novaeon.

Jeffrey S. Ward, Chairman and CEO of Ward N.A. and Anchor Pacific,
commented, "Our plan to raise capital in Anchor Pacific in order
to accelerate its development as a diversified insurance services
holding company with operating subsidiaries providing outsource
solutions to the accident & health and property & casualty
insurance sectors. The provider bill review, telephonic case
management and utilization review operations of the acquired
Novaeon business units greatly complement the services currently
performed by Ward North America's managed care subsidiary,
Spectrum Managed Care, Inc. One of the primary objectives of
Anchor Pacific's private placement is to purchase Spectrum Managed
Care, Inc., and merge it with Spectrum of California under Anchor
Pacific to form a national managed care company with annual
revenues approximating $10M."

Ward North America Holding, Inc., headquartered in San Diego,
California, is a privately-held company providing a diversified
array of outsource solutions to the insurance industry through
more than 65 offices in 41 states, Canada, and Great Britain. Its
shareholders include GE Capital, through its subsidiary, Employers
Reinsurance Corporation, E.W. Blanch Holdings, Inc., and Mutual
Risk Management, Ltd. (Bermuda). Legion Insurance Company is a
subsidiary of Mutual Risk Management, Ltd.

NU-KOTE HOLDING: Third Amended Plan Declared Effective Dec. 31
In accordance with the terms of the Third Amended Joint Plan of
Reorganization for Nu-kote, the existing stock of Nu-kote Holding,
Inc. was canceled, the new shares of stock in Nu-kote Holding Inc.
were issued to Nu-kote Acquisition Corporation and the Nu-kote
Creditors' Trust was formed, all monies and assets were
transferred to the Trust, as required, and payments were made. The
Effective Date as defined in the plan occurred on December 31,

Attorneys for the debtors are Frank J. Wright and C. Ashley Ellis
of Hance, Scarborough and Wright, Dallas, Texas.

OLDGEN, INC: Disclosure Statement Hearing Set for Feb. 6
Oldgen, Inc. f/k/a Genicom Corporation seeks an order approving
the debtor's Disclosure Statement, scheduling a hearing to
consider confirmation of the debtor's plan of liquidation, setting
voting deadline and last day for filing objections. A hearing to
consider the Proposed Disclosure Statement regarding the plan of
liquidation will be held on February 6, 2001 at 4:00 PM before the
Honorable Peter J. Walsh, District of Delaware, 824 Market Street,
6th Floor, Wilmington, DE 19801.

The debtor is represented by Francis A. Monaco, Jr. and Joseph J.
Bodnar, of the firm Walsh Monzack & Monaco, Wilmington, DE; and
Francis P. Dicello, Ann E. Schmitt, and Robert M. Marino of Reed
Smith, LLP, Washington, DC.

OWENS CORNING: Assuming Marathon Ashland and Valero Agreements
Owens Corning requested the Court to allow its Trumbull Asphalt
Division to assume certain exchange agreements with Marathon
Ashland Petroleum LLC and Valero Marketing & Supply. Through their
Trumbull Division, the Debtors procure asphalt for the production
of various products, including roofing shingles and other roofing
products. In order to manufacture certain asphalt products, the
Trumbull Division requires a particular grade of asphalt called
flux, which is different than common paving asphalt. The Trumbull
Division uses common paving-grade asphalt to produce other asphalt
products. Of the approximately 150 refineries in the United
States, 41 produce paving-grade asphalt and of those 41
refineries, only 21 produce flux-grade asphalt.

Due to the nature of asphalt product and the difficulties involved
in storing asphalt after production, the small number of firms
that traffic in the asphalt business participate in "exchange
agreements". Under exchange agreements, firms agree, on a pre-
arranged basis, to borrow asphalt from each other according to
their various needs. These borrowings may occur at the same
location among the same or different storage facilities, or
borrowings may occur at different times and at different locations
across the nation. Exchange agreements are common in the industry
and are governed, in large part, by course of conduct and trade

Each party to an exchange agreement maintains an aggregate running
account of the amount of asphalt loaned to, or borrowed from, its
exchange partner at the various locations where exchanges occur.
Although occasionally one party will pay cash to its exchange
partner on account of borrowed asphalt, it is more typical for the
parties to repay each other with product.

The Debtors, through the Trumbull Division, are party to eight
different exchange agreements with eight separate exchange
parties. Of the exchange parties, only Marathon-Ashland and Valero
produce and sell asphalt to the Debtors. The other exchange
parties simply exchange asphalt with the Debtors. The Trumbull
division's ability to procure asphalt for the production of
asphalt products on a consistent and reliable basis is an
important element of the Debtors' ongoing business operations.
Neither Marathon-Ashland nor Valero are required, under an output
contract or the like, to continue to produce asphalt for the
Debtors. Both have indicated a reluctance to continue to sell
asphalt to the Trumbull Division unless the Debtors make their
best efforts to assume the exchange agreements.

The Debtors believe that, as of the Petition Date, under the
Marathon-Ashland Exchange Agreement the outstanding balance was
approximately 2,500 tons of asphalt owing to Marathon-Ashland,
which at today's prices would cost approximately $225,000.
Marathon-Ashland asserts that, as of the Petition Date, 7000 tons
of asphalt were owing, which at today's prices would cost
approximately $645,000. The Debtors and Marathon-Ashland have
been working in good faith to resolve this discrepancy and will
continue to cooperate in order to determine the amount owed, on a
prepetition basis, under the Marathon-Ashland Exchange Agreement.

As of the Petition Date, the Trumbull Division owed to Valero
under the Valero Exchange Agreement approximately 11,600 tons of
asphalt, which at today's prices would cost approximately
$1,250,000. Before the Petition Date, the Trumbull Division
acquired and deposited into storage facilities in Baltimore,
Maryland, approximately 7,100 tons of asphalt in anticipation
of transferring this asphalt to Valero. This stored asphalt awaits
either transfer to Valero's nearby facilities or use by the
Debtors. The Debtors assert that the most economical use of this
asphalt is to repay the Trumbull Division's obligations under the
Valero Exchange Agreement. It is not practical for the Debtors to
transfer this stored asphalt to another location, and the stored
asphalt is more than the Debtors would expect to use at that
location in a reasonable length of time.

Given the limited number of asphalt producers, the Debtors are
particularly vulnerable to any decision by an asphalt producer to
discontinue the sale of asphalt to the Debtors' Trumbull Division.
The costs that would be incurred by the Trumbull Division if it
were forced to obtain asphalt from producers other than Marathon-
Ashland or Valero far exceed the cost of assuming these exchange
agreements. Although these agreements are terminable at will, both
Marathon-Ashland and Valero have represented to the Trumbull
Division that, for the foreseeable future, they intend to continue
to operate under their respective exchange agreements and to sell
asphalt to the Trumbull Division if it will assume the exchange
agreements. In the Trumbull Division's view, maintaining Marathon-
Ashland and Valero as reliable sources of asphalt and continuing
to enjoy the flexibility and efficiency provided by the exchange
agreements in connection with obtaining and storing asphalt far
outweigh the cost of assuming these two exchange agreements.
(Owens Corning Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

PITTSBURGH-CANFIELD: Wants 180 More Days to Make Lease Decisions
Pittsburgh-Canfield Corporation seeks an extension (US Bankruptcy
Court Northern District of Ohio) of 180 additional days to assume
or reject unexpired leases of nonresidential real property
pursuant to Bankruptcy Code Section 365(d)(4). The debtors are
party to leases covering premises used as sales offices, storage
areas, training centers and manufacturing plants in Binghamton,
NY, Fallon, NV, Chehalis, WA, Klamath Falls, OR and Oak Brooke,

The debtors assert that the decision to assume or reject the
leased properties would be central to any plan of reorganization,
the debtors have not had the time necessary to intelligently
appraise their financial situation and the potential value of
their assets in terms of the formulation of a plan of
reorganization, and the leased properties constitute a number of
business properties and debtors additional time to determine
whether to assume or reject the leases.

The debtors are represented by Michael E. Wiles and Lorna G.
Schodfield of Debevoise & Plimpton New York and Calfee, Halter &
Griswold LLP, Cleveland, Ohio.

PNV, INC: Inks $5.5 Million Asset Sale Agreement for
PNV, Inc., f/k/a/ Park 'N View, Inc., entered into an asset
purchase agreement with TTI Holdings, Inc., on January 10, 2001,
agreeing to sell substantially all of its assets related to the
operation of for $5.5 million. The Debtor and TTI agree to
subject TTI's offer to a competitive bidding process to be
supervised by the U.S. Bankruptcy Court for the Southern District
of Florida. In the event that TTI's offer is topped by a
competitive bidder, TTI has negotiated to walk away with a
$550,000 Break-Up Fee. Charles W. Thorckmorton, Esq., at Kozyak
Tropin & Throckmorton, P.A., in Miami, represents PNV.

SAFETY-KLEEN: Mechanic Files Motion to Pursue Injury Claim
Mr. Michael Lebron was a mechanic and truck technician, whose work
required that he work in or near various chemical manufactured by
Safety-Kleen, and to which he attributes his development of
multiple myeloma, diagnosed in May 2000. The Lebrons are
represented by the law firm of Hartley & O'Brien in West Virginia,
and the law firm of Keating & Shure in Illinois. The relief
requested is modification of the bankruptcy stay to permit the
Lebrons to bring a claim against Safety-Kleen based on breach of
implied warranties, strict liability, failure to warn,
misrepresentation, and loss of consortium.

The Lebrons argue in support of their Motion that the estates will
not be prejudiced by this relief, as they seek only to resolve
their claims against Safety-Kleen to the extent of Safety-Kleen's
applicable liability coverage, or in the alternative, to liquidate
their claim before a court of competent jurisdiction and with a
jury. If the Lebrons are successful in obtaining a judgment or
settlement, they will not attempt collection of any amount over
any insurance coverage absent a further Order of the Court.
(Safety-Kleen Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

SERVICE MERCHANDISE: Ramco Objects to TJX Lease Assignment
Ramco-Gershenson Properties, LP., Landlord of SMC's leased space
for Store No. 533 located in the West Oaks Shopping Center in
Novi, Michigan, as successor in interest to West Oaks Development
Company, seeks relief from the automatic stay to enforce
landlord's rights to purchase leasehold interest related to the

The store is one of those for subleasing to TJX pursuant to the
Court's order that overrules the objections of landlords including

In this motion, Ramco draws the Court's attention to section 31 of
the lease:

     "Tenant shall not have the right to assign this Lease or
sublet a portion of the premises at any time without Landlord's
prior written consent, which consent shall not be unreasonably
withheld and shall be deemed given if not denied within thirty
(30) days after request therefor has been received in writing by
Landlord, and, in no event, with or without such consent, shall
such assignment or subletting release Tenant from any liability
hereunder. In the event Landlord withholds the consent to any such
assignment or sublet and Tenant desires to proceed with any such
assignment or sublet, Tenant shall have the right to do so, if,
within ninety (90) days after Tenant notifies Landlord it desires
to proceed, Landlord does not notify Tenant that Landlord elects
to purchase Tenant's leasehold interest. In the event Landlord
elects to purchase such interest, the purchase price therefor and
the manner of acquiring same shall be as provided in Section 10

Ramco asserts that the lease shall be deemed terminated in the
event landlord purchases the leasehold interest. Ramco says that
the provision for a purchase right distinguishes the Ramco lease
covering SMC Store No. 533 from the other leases.

Ramco relates that after the Court's approval of the sublease, SMC
contacted Ramco to obtain a non-disturbance agreement (NDA) for
TJX, providing consent to the sublease but Ramco remains unwilling
to provide SMC or TJX with an NDA.

Ramco says it does not know whether SMC or TJX intends to proceed
with the sublease without an NDA, but it appears that SMC and TJX
are proceeding with the sublease because SMC has commenced certain
construction and alterations in, about and outside the premises.
By letter dated July 28, 2000, Ramco put SMC on notice that
Landlord was still considering whether to exercise its purchase
rights in the event that SMC still desired to sublease, and that
SMC should not invest in construction for such purpose since the
value of the construction dollars might be lost if Ramco exercised
its purchase right, unless SMC was planning on using the space
itself. SMC allegedly did not respond to the July 28, 2000 letter.

Ramco further complains to the Court that when contacted for a
usual and customary estoppel certificate in connection with
Ramco's refinancing of the shopping center, SMC advised that the
estoppel certificate had been prepared, but that it would only
consider giving it in exchange for an NDA. Ramco accuses SMC of
attempting to leverage Ramco's need for this certification, and to
be more exact, holding the certification hostage and attempting to
extort an NDA although such certification is expressly required
under Section 23(D) of the Lease and something to be provided in
the ordinary course of business.

Ramco tells Judge Paine that it elected to exercise its purchase
rights in the face of continuing uncertainty regarding SMC's plans
given that TJX was not obligated to sublease without an NDA. Ramco
also accuses SMC of defaulting under its lease obligation by
failing to provide the estoppel certification.

Ramco argues that the automatic stay should be lifted to the
extent necessary to effectuate the purchase transaction because
Ramco has the bargained-for right to purchase SMC's leasehold
under section 31 of the lease. The purchase terminates the lease,
Ramco says, so there is no longer any lease to assume, assign or
sublet. Moreover, relief from the automatic stay is appropriate
under 11 U.S.C. section 363(d)(2) because SMC has no equity in the
leasehold estate, and the leasehold is not necessary to an
effective reorganization by SMC, Ramco asserts.

         Debtors' Opposition to Lifting the Automatic Stay

The Debtors point out that the only factual basis alleged by Ramco
in support of its motion is that, by subleasing a portion of their
interest in the Leased premises to The TJX Companies, Inc., the
Debtors have triggered the recapture provisions of the applicable

The Debtors refute Ramco's argument for six major reasons.

First, the relief sought by the Landord is barred by res judicata
in that the Court has already approved the sublease over the
Landlord's earlier objection, after a full and fair hearing,
finding that the Landlord's interests were adequately protected
and specifically authorizing the transaction with TJX. The Debtors
remind the Court that in their post-trial brief, they specifically
countered the landlord's contentions regarding the alleged
repurchase right. Subsequent to that, the Court, in its order,
ruled, among other things, that "the Debtors' business judgment
to enter into the sublease is reasonable and appropriate under the
circumstances and is approved." Under these circumstances, the
Debtors contend that the landlord's motion is barred by the res
judicata effect of the TJX Order.

Second, the landlord is deemed to consent to the Debtors' proposed
sublease under the Court's prior order. The Debtors note that the
landlord did not appeal the TJX Order and it is now final.

Third, the lease mandates that the landlord may not unreasonably
withhold consent to the sublease transaction. The Debtors assert
that the reasonableness of the TJX sublease transaction has been
established in earlier proceedings; in contrast, the landlord
cannot reasonably withhold its consent to gain a financial
advantage, or by merely refusing to consent under any
circumstances. The Debtors allege that the landlord is likely to
withhold consent under any circumstances because retention of
control is the landlord's parmount goal.

Fourth, the Debtors argue that such recapture provisions are
unenforceable under the Bankruptcy Code because one of the key
public policies underlying the Bankruptcy Code is the maximization
of the value of a Debtors's assets but what the landlord seeks to
enforce constitutes an anti-alienation clause that restricts the
Debtors' ability to realize the full value from the TJX sublease
and from the continued operation of the Novi Store under the

Fifth, the Debtors accuse that Ramco has already violated the stay
and is also in direct and intentional violation of the Court's
earlier order. The Debtors tell the Court that as a result of the
landlord's interposition of the Debtors' construction and
renovation of the premises, SMC has been unable to consummate the
sublease transaction with TJX for the Novi Store. The Debtors tell
Judge Paine that the landlord's attempt to exercise its alleged
termination rights without first seeking approval of the Court or
relief from the automatic stay is an action in contempt of the
Court's TJX Order.

Sixth, the Debtors assert that the landlord's only recourse is to
compel assumption or rejection and because there is no default
under the lease, there is no basis to compel assumption or
rejection. Moreover, as the Court has already held that the
landlord is adequately protected in connection with the Debtors'
use of the Novi Store, there is no basis for compelling assumption
or rejection, the Debtors argue. The Debtors further point out
that because the lease provision relied upon by the landlord is
not presently enforceable against the Debtors, it is not relevant
to the requested relief.

In addition, the Debtors assert that there is equity in the
leasehold and the leasehold is necessary to an effective
reorganization. Because the Novi Store is a performing store, the
Debtors anticipate continued revenues from the operation of the
store in addition to significant revenue from the rents to be paid
by TJX in connection with the sublease transaction. The Debtors
argue that, in failing to prove to the contrary, the landlord
cannot satisfy its burden of proof for relief from the automatic
stay under section 362(d)(2).

Based on all the reasons cited, the Debtors ask that the Court
deny Ramco's motion. (Service Merchandise Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)

SOUTHERN CALIFORNIA: Fitch Lowers Embattled Utility's Ratings
Fitch lowered its ratings of certain Southern California Edison
(SCE) and Edison International (EIX) securities based on
nonpayment of certain debt and trade obligations. SCE has
announced that it will not pay $200 million of principal plus
interest on its 5 7/8% senior unsecured notes due today. Also, SCE
does not plan to pay its $215 million net amount also due today to
the California Power Exchange. Fitch initially lowered the ratings
of SCE and its parent EIX below investment grade on Jan. 4, 2001,
reflecting Fitch's view that default on this debt is a real
possibility. Due to the utility's announcement, Fitch is lowering
the ratings of the companies' senior unsecured debt and preferred
securities. The specific 5 7/8% issue of debt due today is lowered
to default status. Because SCE's first mortgage debt has a healthy
margin of collateral relative to outstanding secured debt, Fitch
is not changing the rating for that security class. The Rating
Watch remains at Evolving. The new ratings are:

Southern California Edison:

     --First mortgage bonds remain at `B-`.

     --Senior unsecured debt series 5 7/8% due 01/16/01 to `D'
       from `CCC';

     --Other senior unsecured debt lowered to `CC' from `CCC';

     --Preferred securities lowered to `C' from `CC';

     --Commercial paper lowered to `D' from `C'.

Edison International:

     --Senior unsecured debt lowered to `CC' from `CCC';

     --Preferred securities lowered to `C' from `CC';

     --Commercial paper lowered to `D' from `C'.

SCE has significant cash needs almost daily. The next series of
debt coming due includes certain commercial paper notes maturing
this week. Given today's announcement, it is unlikely this debt
will be paid on a timely basis.

Great uncertainty remains, even if a deal is brokered with large
power suppliers and acted upon by the California legislature. If a
deal is reached, there is no guarantee that SCE will receive
sufficient cash to make timely debt and trade payments. Further, a
small group of unpaid suppliers could file a petition for an
involuntary bankruptcy, even if the principal group of creditors
reaches an agreement. Unless a rescue package emerges to provide
immediate cash, a voluntary filing may become SCE's (and as a
result EIX's) most expedient option.

Negotiations to structure long-term purchase and supply agreements
continue in Washington and California. The California legislature
is also attempting to remedy California's dysfunctional market and
facilitate any long-term deal reached with suppliers.

Key issues to be resolved within an extremely tight time frame
include the future cost of procuring power, recovery of past and
future costs for the utilities, recovery of Qualifying Facility
costs, and the valuation and ownership of generation within the
state. Resolution will likely need to come within the next two

Fitch did not change any ratings of Pacific Gas & Electric (PG&E)
today, but PG&E's situation continues to be uncertain and at risk
of insolvency. PG&E's ratings, which remain on Watch Evolving,

     --First mortgage bonds `B-`;

     --Preferred securities `CC'.

SUN HEALTHCARE: Allows Claimant to File Injury Suit
Sun Healthcare Group, Inc. consented to modifying the automatic
stay to permit Thelma Kuentz to prosecute her State Court Action
alleging injuries she sustained at Sun Bridge Care and
Rehabilitation for Paradise.

The parties agree that Ms. Kuentz may enforce a settlement or
judgment in the State Court Action to the extent her claims are
covered by proceeds from any applicable Sun liability insurance
policy, but she may not pursue collection of any amount directly
from Sun, Sun's current and former employees, officers and
directors, or any person indemnified by Sun or listed as an
additional insured under any of Sun's Liability policies.  
Additionally, Ms. Kuentz agreed to waive any Bankruptcy Claim.  
The parties agree that any settlement of the State Court Action
will include a mutual general release.

Judge Walrath gave her stamp of approval to the agreement. (Sun
Healthcare Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

VENCOR INC: Finalizes Agreement on Ventas Shareholder's Claims
On January 5, 2000, W. Bruce Lunsford, a significant Ventas
shareholder, filed three proofs of claim against Vencor.

The parties agree and stipulate that:

(A) Item I, the Deferred Compensation Claim of the Lunsford
    Compensation Claim, and II, the Supplemental Executive
    Retirement Plan (SERP) are allowed subject to their treatment
    in accordance with the Plan:

-- Upon Vencor's assumption, pursuant to the Plan, of the SERP and
the Deferred Compensation Plan on the Effective Date, all
payments owed to Lunsford under each of the SERP and the Deferred
Compensation Plan shall be made in accordance with the terms of
the SERP and the Deferred Compensation Plan. (The terms SERP, the
Deferred Compensation Plan and the Effective Date are as defined
in the Second Amended Plan and the SERP in the stipulation
includes the amendments dated January 15, 1999 and December 31,
1999, and any future amendments.)

     (i) Lunsford expressly consents to and agrees to abide by the
SERP Amendments, including, without limitation, any future
amendment to the SERP, including any future amendment eliminating
or modifying the change in control provision contained in section
3.6 of the SERP (the Change In Control Amendment); provided that
no such future amendment (except the Change In Control Amendment)
shall defer the commencement of payments to Lunsford, or reduce
the present dollar value of Lunsford's claim under the SERP,
determined based on the actuarial assumptions that the SERP and
other provisions of the SERP refer to.

     (ii) Lunsford expressly waives any claim under the SERP
except as provided in the Stipulation and Order, and expressly
waives any claim in respect of any change in control provision
under the SERP.

(B) Lunsford expressly waives any claim under the Separation
    Agreement and Release of Claims between Lunsford and Vencor,
    Inc., executed on or about January 22, 1999, as set forth in
    Lunsford's Separation Agreement Claim in the amount of

     (i) Vencor will continue to make payments until the Effective
Date for Mr. Lunsford's pre-existing coverage under the Vencor
Health Insurance Plan and Dental Insurance Plan, Voluntary Life
Insurance Benefit Plan, short-term and long-term disability
insurance benefits, and an office suite and administrative
assistant, provided by the Separation Agreement.

     (ii) In respect of Lunsford's Old Preferred Stock (as defined
in the Second Amended Plan), Lunsford shall have an allowed Put
Right (as defined in the Second Amended Plan) which shall receive
the treatment provided in paragraph 5.08 of the Plan, under which
monetary damages in respect of Lunsford's allowed Put Right shall
be canceled in exchange for the cancellation of all of Lunsford's
obligations arising under the Nontransferable Full Recourse Note
in the original principal amount of $4,088,700 dated Apnl 30,
1998 (the Lunsford Preferred Equity Interest Loan).

(C) Lunsford's unliquidated claim in respect of alleged
    indemnification obligations of the Debtors (the
    Indemnification Claim) shall be allowed subject to the
    conditions in the stipulation and all rights of
    indemnification, contribution, and/or other similar relief of
    Lunsford against the Debtors or any of them shall be
    preserved, provided, however, that,

     (i) Debtors shall use their commercially reasonable efforts
to continue and maintain Lunsford's present rights to insurance
coverage under any so-called directors' and officers' policy (a
D&O Policy), and will afford Lunsford the same treatment afforded
all ex-officers and directors respecting renewal or acquisition
of insurance coverage; and

     (ii) any and all obligations of the Debtors to provide
indemnification, contribution and/or other similar relief to
Lunsford, including, without limitation, all obligations in
respect of the Indemnification Claim, shall be satisfied only
through payments made or funded under any available present or
future D&O Policy.

Except for claims or rights allowed or preserved in the
Stipulation and Order, the Lunsford Releasors, release and acquit
forever the Debtors and other Lunsford Releasees from any and all
claims, liabilities, causes of action etc. except allowed claims
and reserved rights set forth in the Stipulation, and provided
that such release will not be deemed to limit Lunsford's rights to
coverage under any insurance maintained by any of the Debtors.
(The Lunsford Releasors refer to Lunsford, and his heirs,
executors, agents, attorneys, administrators, successors and
assigns, and such other persons or entities that may make any
claims derived under or through them; the Lunsfor Releasees refer
to the Debtors, their affiliates, subsidiaries, corporate parents,
and each of their present and former officers, directors, managing
directors, control persons, stockholders, employees, agents,
attorneys, administrators, successors and assigns.)

The Lunsford Releasors also release, discharge and acquit forever
Ventas in respect of any claims arising under the SERP, the
Deferred Compensation Plan, the Old Preferred Stock, the Put
Right, the Lunsford Preferred Equity Interest Loan, any options to
acquire Old Common Stock, the Lunsford Employment Agreement, and
the Separation Agreement.

However, the Lunsford Releasors reserve all other claims and
rights against Ventas, including claims to indemnification,
contribution and/or other similar relief against Ventas.

The Debtor Releasors release, discharge and acquit forever
Lunsford, and the Debtor Releasees from claims, causes of action,
liabilities, etc. (Vencor Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

WHEELING-PITTSBURGH: Assuming Noble Gas Supply Contract
Wheeling-Pittsburgh Steel Corp. requested to assume an existing
"Agreement Regarding Natural Gas Deliveries" with Noble Gas
Marketing, Inc. WPSC uses significant amounts of natural gas in
its operations and obtains its natural gas supplies from a number
of different suppliers, including Noble. Typically, orders for
natural gas deliveries are placed by telephone. Monthly
commitments frequently are made at prices that correspond to
quoted natural gas futures prices, with the addition of
appropriate delivery charges.

In October 2000 WPSC placed several orders with Noble for
deliveries of natural gas in the months of November 2000 through
March 2001. The orders provided for specific monthly deliveries at
stated and varying quantities and base and net prices. Natural gas
prices have increased dramatically since the October 2000 orders
were placed by increasing above the contract price.

WPSC has not paid for certain natural gas deliveries that were
made by Noble prior to the commencement of these Chapter 11 cases.
Noble has taken the position that it had not entered into an
enforceable natural gas delivery contract with WPSC. On an interim
basis, however, Noble agreed to continue to supply natural gas to
WPSC during 2000 at the prices the parties had previously

Noble and WPSC subsequently have reached agreement regarding an
assumption by WPSC of the natural gas supply contract with Noble.
Noble is willing to withdraw its contentions that no such contract
was entered into, in exchange for a "cure" payment in the amount
of $974,845.90 and in exchange for prompt weekly payments for
natural gas deliveries. In light of the current record market
prices for natural gas deliveries, WPSC anticipates that the
proposed assumption of the contract with Noble will reduce costs
by amounts in excess of $3 million. The assumption of this Noble
contract, argued the Debtors, is therefore in the best interests
of WPSC, its estate, and its creditors. (Wheeling-Pittsburgh
Bankruptcy News, Inc., Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

WWWRRR: Shuts Down Operations After Cash Runs Out
Wwwrrr (pronounced "Whir") shut down its operations January 10
after it ran out of cash. Former company spokeswoman Jean Golden
said about 120 workers lost their jobs at the software education
firm, but the company retained up to 5 employees to sell the
company's assets, reported. "We had an investor
that had made a verbal commitment, but in the end, they declined
to move forward," Ms. Golden said.

Wwwrrr had already let go of 20 people on December 10.  The rest
of the employees, who were put on leave to conserve cash, returned
to work January 2.

Dale LaFrenz, who started software company Minnesota Education
Computing Corp. (MECC), founded Wwwrr with Paul Gullickson, then a
senior vice president for MECC, in 1999.  MECC was later sold to
The Learning Co. for $330 million.  The new business, which was
named after the World Wide Web, reading, 'riting, and 'rithmetic,
raised $5 million from North American Funds of Chicago in 1999.  
An initial public offering for early 2001 was reportedly being

The company's assets include office equipment and software
applications, including an online version of the math program
VersaTiles.  Wwwrrr also worked with schools, parents and teachers
to create websites containing information that ranged from class
schedules, homework, to sports scores and club meetings.

YAZAM: About to Go Into Voluntary Liquidation
The board of directors of struggling venture capital firm Yazam
were scheduled to meet January 15 to decide whether the company
will be sold or go into voluntary liquidation, according to a
report in the Red Herring newsletter. "On Jan. 15, a board meeting
is scheduled to decide whether Yazam will be sold or go into
voluntary liquidation, with some $40 million of the fund's
original $74 million returned to its investors," the publication
reported. The reported trouble at Yazam came two days after the
company announced it had led a $2.5 million funding round for
Baobab Technologies, a New York-based software firm.

Yazam's heavyweight backers, which include Carlyle Internet
Partners Europe, Texas Pacific Group, Apax, JP Morgan, Merrill
Lynch, and Itochu International, have grown increasingly impatient
with what was described as "a series of management missteps."
Yazam, an Israeli firm with a major presence in New York, ran into
financial trouble following its $50 million acquisition of First
Tuesday, a networking forum which paired up investors with dot-
coms seeking seed funding. Since November, Yazam and First Tuesday
have been in cost-cutting mode, laying off some 35 employees and
closing down its San Francisco office. (ABI, 15-Jan-01)


Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through  Go to
to order any title today.  

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L. Metzler,
May Guangko, Aileen Quijano and Peter A. Chapman, Editors.

Copyright 2001.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 301/951-6400.

                     *** End of Transmission ***