TCR_Public/010124.MBX       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, January 24, 2001, Vol. 5, No. 17

                          Headlines

ANICOM INC: Anixter International Buys Detroit Assets
ARMSTRONG HOLDINGS: Hiring Lazard as Investment Bankers
CHIQUITA BRANDS: EU Rejects Charges Over Banana Rules
COMPUTER LEARNING: Suspends Classes & Bankruptcy Filing Likely
CONVERSE INC.: Files for Chapter 11 Protection in Wilmington

CONVERSE INC.: Case Summary & List of 20 Largest Creditors
CROWN VANTAGE: Can't Explain Recent Stock Price Movement
DELTA FINANCIAL: Fitch Lowers Senior Secured Note Rating to CC
ELCOTEL INC: Files for Chapter 11 Protection in Tampa
FRUIT OF THE LOOM: Exclusive Period Extended to

GLOBE MANUFACTURING: Signs Purchase & Sale Agreement with Radici
GREAT LAKES: It Was the Lenders' Fault that We Filed!
ICG COMMUNICATIONS: To Pay Prepetition Employee Obligations
LAROCHE INDUSTRIES: Sells Chlor-Alkali Business to Gramercy
LERNOUT & HAUSPIE: Don't Look for Schedules Until Mid-March

LETSBUYIT.COM: Court Grants Brief Respite to Look for $4MM Euros
LOEWEN GROUP: Resolves Piersons Family Claims
LOEWS CINEPLEX: Reports Dismal Third Quarter Financial Results
LTV CORPORATION: Honoring Prepetition Employee Obligations
NICHOLSTONE INC.: Bookbinder Shuttering Operations on January 31

OWENS CORNING: Names David T. Brown as New COO
OWENS CORNING: Asks For Approval of Settlement with XL Insurance
PG&E CORP.: California PUC Orders Power Supply Continued
PG&E CORP.: California AG Seeks to Block Assets Shuffling
SOUTHERN CALIFORNIA: Utility Defaults on Commercial Paper Issue

TRI-UNION DEVELOPMENT: Contango Oil Agrees to Buy 50% Stake
UNITED ARTISTS: Delaware Court Confirms Plan of Reorganization
U.S. AUTOMOTIVE: Case Summary & 4 Largest Unsecured Creditors
US INTERACTIVE: Files Chapter 11 Petitions in Wilmington
US INTERACTIVE: Case Summary & 20 Largest Unsecured Creditors

VECTRIS COMMUNICATIONS: Files for Chapter 11 in Austin
VENCOR INC.: Selling Oracle Road Property For $450,000
VIDEO UPDATE: Jim Skelton Serving as Chief Restructuring Officer
WHEELING-PITTSBURGH: TECO Wants Relief to Enforce Maritime Lien
WORLDTEX, INC.: Inks Lock-Up Pact with Noteholders' Committee

* Meetings, Conferences and Seminars

                           *********

ANICOM INC: Anixter International Buys Detroit Assets
-----------------------------------------------------
Anixter International Inc. (NYSE: AXE) agreed to buy certain
inventory and operating assets from the bankruptcy estate of
Anicom Inc. The assets being acquired are located in the Detroit,
Michigan area.

Commenting on the purchase Robert Grubbs, president and CEO of
Anixter International, said, "Combined with the recent hiring of
several former sales and operations people from Anicom's Detroit
location, this puts us in a good position to increase our share
in the sixth largest market in the United States.

"We look forward to the opportunity to serve companies that were
customers of Anicom's Detroit office. We intend to work
aggressively to eliminate the uncertainties and service issues
these customers may have faced recently as a result of the
circumstances that led to this transaction," Grubbs added.

The company said the acquired assets and recently hired sales
people will be combined with Anixter's existing operations in the
Detroit area in the near future. Terms of the purchase were not
disclosed.

Anixter International is the world's leading distributor of
communications and specialty wire and cable products. The company
adds value to the distribution process by providing its customers
access to 1) the largest technical sales force in the industry,
2) more than 65,000 products and $700 million in inventory, 3) 82
warehouses with nearly 4 million square feet of space, and 4)
locations in 175 cities in 41 countries. Founded in 1957 and
headquartered near Chicago, Anixter trades on The New York Stock
Exchange under the symbol AXE.


ARMSTRONG HOLDINGS: Hiring Lazard as Investment Bankers
-------------------------------------------------------
Armstrong Holdings, Inc., Armstrong World Industries, Inc., and
their debtor affiliates present their application to Judge Farnan
asking for permission to employ Lazard Freres & Co. LLC as their
investment bankers. Lazard is expected to:

     (a) Assist the Debtors in negotiating with the agent bank
and other members of the Debtors' credit facility with respect to
various matters;

     (b) Assist in preparing short-term cash flows associates
with the Debtors' operations;

     (c) Act on the Debtors' behalf in arranging proposed debtor
in-possession financing;

     (d) Assist in developing a strategy for the Debtors' cash
management;

     (e) Assist in developing a critical vendor program;

     (f) Assist in developing a communications strategy for
employees, vendors and customers; and

     (g) Advise management and the Board of Directors with
respect to various financial matters.

More specifically an engagement letter describes the services of
Lazard as:

     (a) Review and analyze the Debtors' business, operations and
financial projections;

     (b) Evaluate the Debtors' debt capacity in light of its
projected cash flows;

     (c) Assist in the determination of an appropriate capital
structure for the Debtors;

     (d) Determine a range of values for the Debtors as a going
concern and on a liquidation basis;

     (e) Advise the Debtors on tactics and strategies for
negotiating with its various groups of creditors;

     (f) Render financial advice to the Debtors and participate
in meetings or negotiations with creditors in connection with any
Restructuring Transaction;

     (g) Advise the Debtors on the timing, nature and terms of
any new securities, other consideration, or other inducements to
be offered pursuant to any Restructuring Transaction;

     (h) Assist the Debtor in preparing any documentation
required in connection with any Restructuring Transaction;

     (i) Provide financial advice and assistance to the Debtors
in developing and obtaining approval of a plan of reorganization
as the same may be modified from time to time;

     (j) Assess the possibilities of bringing in new lenders
and/or investors to replace, repay or settle with any of the
creditors;

     (k) Advise the Debtors with respect to negotiations and the
structure of any potential Sale Transaction with any third party.

     (l) Assist in arranging financing (including debtor-in-
possession financing or exit financing) for the Debtors;

     (m) Advise and attend meetings of the Debtors' Board of
Directors and its committees;

     (n) Provide testimony, as necessary, in any proceeding
before any judicial forum; and

     (o) Provide the Debtors with any other appropriate general
restructuring advice.

Frank A. (Terry) Savage, Lazard's Managing Director leading the
engagement, assures Judge Farnan that he and Lazard are
"disinterested" within the meaning of the Bankruptcy Code and do
not hold or represents any interest adverse to these estates on
the matters for which employment approval is sought.

The Debtors agree to pay Lazard:

     (a) A monthly financial advisory fee of $200,000 payable in
cash on the first day of each month for each month of Lazard's
engagement, commencing on the Petition Date. One hundred percent
of this monthly fee payable before November 2002 will be credited
to the Restructuring Transaction Fee;

     (b) A Restructuring Transaction Fee equal to $9.0 million
payable in cash upon completion of a restructuring transaction
through confirmation of a Chapter 11 plan;

     (c) If, in connection with the consummation of a
restructuring transaction the Debtors determine to sell all or
substantially all of their assets or the majority of the equity
interests of AWI to a third party other than as a settlement of
liabilities, Lazard will act as sales agent and be paid a Sales
Fee

     (d) If a Sales Fee is payable it shall be fully credited
against the Restructuring Fee so there will be no double-dipping
of fees.

The Sales Fee is based on a sliding scale depending on the
aggregate consideration involved in the transaction. The scale
ranges from a high of $20,000 millions, in which case the fee
would be 0.150%, to a low of $50 million or lower, in which case
the fee would be 2.00%.

In addition to these fees the Debtors has agreed to indemnify
Lazard for any claim arising in connection with Lazard's
prepetition performance of services for the Debtors, and for any
claim arising from, related to or in connection with investment
banking services, but not for any claim arising from, related to,
or in connection with the postpetition performance of any
services other than the investment banking services unless the
postpetition services and indemnification are approved by the
Court. However, the Debtors will have no obligation to indemnify
Lazard for any claim or expense either judicially determined by
final order to have arisen solely from Lazard's gross negligence
or willful misconduct, or settled prior to such a determination,
but found by this Court after notice and a hearing to be a claim
or expense for which Lazard should not receive indemnification.

If, before the earlier of entry of a final Order confirming a
Chapter 11 plan in these cases, and the entry of an Order closing
these Chapter 11 proceedings, Lazard believes it is entitled to
payment of any amounts because of this indemnification,
contribution or reimbursement, including without limitation the
advancement of defense costs Lazard will file an application with
the Court and the Debtors may not pay any such amounts to Lazard
without prior judicial approval. However, this provision only
functions to specify the period of time during which the
Bankruptcy Court will have jurisdiction over this issue.

Lazard further explained that it is not the custom, nor is it
reasonable or practicable, for certain departments within Lazard
to maintain detailed time records such as those required of
attorneys. Further, for sales transactions the contacts and
relationships of Lazard cannot be quantified by hourly rates.
However, Lazard's restructuring professionals will keep time
records, including detailed descriptions of their daily tasks.

In the interest of disclosing all relationships that could have
an impact on Lazard's disinterestedness, Mr. Savage discloses
that Lazard obtains financing from each of Chase Manhattan Bank
and Citibank. However, Lazard's relationships with these parties
in interest in these cases do not relate to these Chapter 11
cases or the matters for which employment is sought. Mr. Savage
further discloses that Lazard has had various relationships with
Willkie Farr & Gallagher, who were counsel to the purchasers of
certain debentures used to fund the Debtors' employee stock
ownership fund. Mr. Savage discloses various other connections
with officers, directors and parties in interest of these states,
but in each instance described no connection between those
representations and the employment for which approval is sought.
(Armstrong Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CHIQUITA BRANDS: EU Rejects Charges Over Banana Rules
-----------------------------------------------------
The European Union rejected allegations by U.S. fruit exporter
Chiquita Brands International that the EU's banana import rules
were to blame for the company's financial difficulties, according
to a report circulated by Reuters.  Chiquita President Steven
Warshaw said weakening European currencies and the corrosive
impact of eight years of an illegal EU banana import regime had
hurt the company's performance. Chiquita says quotas have cost it
$1.3 billion in lost sales, and it has criticized the Clinton
administration for not forcing Europe to change its import
quotas.

Jean-Christophe Filori, a spokesman for the EU's Executive
Commission, rejected Chiquita's charges and said that the EU is
not responsible for forcing Chiquita Brands International toward
bankruptcy. "If there is an area or a market where Chiquita could
make money it was really the European Union, so they have
absolutely no reason to complain," Filori said. "The best proof
of that is that some of the main competitors of Chiquita who are
also present on the European market are doing well."

Chiquita said on Tuesday that it was stopping payments on $862
million in debt and planned to swap most of the debt for stock, a
move that sent its share price plunging. Chiquita's statement
contained a long indictment of the EU's banana import policies,
which have been found several times by the World Trade
Organization (WTO) to break global trade rules. (ABI World,
January 22, 2001)


COMPUTER LEARNING: Suspends Classes & Bankruptcy Filing Likely
--------------------------------------------------------------
Computer Learning Centers, Inc. (Nasdaq National Market:CLCX)
announced that classes have been suspended at all 25 of the
Company's Learning Centers and CLC employees have been notified
not to report to work.

Negotiations related to selling the Company in a timely manner
have stopped, and as a result of ceasing discussions with a
prospective buyer coupled with previous actions taken by the
Company's lender and the Department of Education, the Company is
unable to meet its working capital requirements. Due to its
inability to generate working capital, the Company and its Board
of Directors are exploring other alternatives, including the
filing of a petition for bankruptcy.

As previously disclosed, the Company was notified by the U.S.
Department of Education that its disbursement of federal
financial aid to eligible students at all of its Learning Centers
has been changed to procedures under Heightened Cash Monitoring 2
because ED asserts that the Company did not meet ED's "financial
responsibility" standards. ED's calculation of CLC's financial
responsibility excluded the beneficial effect of the long-term
debt reported on CLC's balance sheet as of January 31, 2000
despite the fact that the applicable ED regulations require an
institution to include "debt obtained for long-term purposes"
when calculating its financial responsibility.


CONVERSE INC.: Files for Chapter 11 Protection in Wilmington
------------------------------------------------------------
North Reading, Massachusetts-based athletic footwear maker
Converse, Inc., filed for chapter 11 protection Monday in
Wilmington, Delaware. The Company says it intends to reorganize
and restructure its balance sheet. Deutsche Banc Alex. Brown
agreed to permit Converse to use cash generated from on-going
operations to meet post-petition obligations. The company
indicates that it plans to eliminate manufacturing plants in
North America and increase production in Asia.


CONVERSE INC.: Case Summary & List of 20 Largest Creditors
----------------------------------------------------------
Debtor: Converse Inc.
        One Fordham Road
        North Reading, MA 01864

Type of Business: Athletic footwear manufacturing

Chapter 11 Petition Date: January 22, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-00223

Debtor's Counsel: Myron Trepper, Esq.
                  Michael Kelley, Esq.
                  Willkie Farr & Gallagher
                  The Equitable Center
                  787 Fifth Avenue
                  New York, NY 10019-6099
                  (212) 728-8000

                  Mark D. Collins, Esq.
                  Deborah E. Spivack, Esq.
                  Paul Heath, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  (302) 651-7512

Debtor's Financial Advisor: Conway, Del Genio, Gries & Co., LLC
                            645 Fifth Avenue
                            New York, NY 10022

Debtor's Accountants: PricewaterhouseCoopers, LLP
                      160 Federal Street
                      Boston, MA 02110

Financial Condition as of September 30, 2000:

     Total Assets: $202,148,976
     Total Debts:  $226,236,449

ebtor's 20 largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------

First Union National Bank     7% convertible      $74,265,000
NC 1179                       subordinated notes    
c/o Robert Brice              due June 1, 2004
Indenture Trustee
Bond Administration
401 South Tryon Street
12th Floor
Charlotte, NC 28288-1179

Yue Yuen Marketing            Trade Debt          $14,002,219
c/o Edward Y. Ku
Yuanlin Rd. Jida District
Zhuhai Sez Guangdong, China

Liang Shing Industries        Trade Debt           $7,917,460
c/o Edward Sy D.
510 King's Road
306-310 Island Place Tower
North Point, Hong Kong

Easy Dense                    Trade Debt           $2,425,592     
c/o Joseph Lin
NO22-1 Jiaw Shen Rd
Taichunghsien, Taiwan

Pou Chen                      Trade Debt           $1,002,569
c/o Edward Y. Ku
No. 2 Fu Kung Road
Fu Hsing Hsian
Chang Hwa
Taiwan, R.O.C.

Jeffer Enterprises            Trade Debt             $923,299
c/o Johnson Chiou
No. 957-11 San Feng Road
Yuan City, Taiwan

Denny Crum Enterprises, Inc.  Contract               $652,000
c/o Denny Crum
310 W. Liberty, Suite 303
Louisville, KY 40202

Knight Inc.                   Contract               $450,000
P.O. Box 47429
Indianapolis, IN 46247

Dennis Rodman                 Contract               $400,000
Contact: Steven Chasman
c/o Immortal Entertainment
1650 21st Street
Santa Monica, CA 90404

No Limit                      Royalty                $299,000
6430 Sunset Boulevard
Suite 900
Hollywood, CA 90028

Compaq                        Lease                  $183,161

Arnold Communications         Advertising            $165,557

El Mejor, Incorporated        Commission             $143,131

Triton Systems                Royalty                $128,148

Pyro Brand Development        Advertising            $104,891

Godley Construction           Contract/Lease         $100,000

Michael Dickerson             Contract                $90,000

Brevin Knight                 Contract                $85,000

NABC                          Contract                $82,000

Jason Terry                   Contract                $67,500


CROWN VANTAGE: Can't Explain Recent Stock Price Movement
--------------------------------------------------------
Crown Vantage Inc. (OTC Bulletin Board: CVANQ) said that it is
not aware of any reason for the recent increase in the volume and
price of its common stock. While the previously announced court-
approved asset sale to KPS brings Crown one step closer to a plan
of reorganization, it is not in itself a resolution for any
stakeholders. Such a plan may involve a sale of the company's
remaining assets, particularly the St. Francisville mill;
however, there is no certainty that this or any plan can be
successfully confirmed. Further, there is no certainty about the
ultimate recovery for unsecured creditors or, as a result, about
the likelihood of any recovery for Crown shareholders.

"We are moving rapidly and, as the situation becomes more
defined, we hope to be able to provide a more informed picture to
all of our various stakeholders," said CEO and President Bob
Olah.


DELTA FINANCIAL: Fitch Lowers Senior Secured Note Rating to CC
--------------------------------------------------------------
Fitch lowered the ratings on Delta Financial Corp.'s (Delta) $150
million 9 1/2% senior secured notes due Aug. 1, 2004 to `CC' from
'CCC+'. The Rating Outlook remains Negative. A rating of `CC'
indicates that default of some kind appears likely. Capacity for
meeting financial commitments is solely reliant on sustained
favorable business and economic developments.

Fitch's action follows Delta's plans to engage Ocwen Financial
Corp. (Ocwen)to perform certain subservicing functions on Delta's
subprime home equity loan portfolio. Delta will remain the named
servicer, however essentially all servicing functions, including
making servicing and interest related advances to securitization
trusts, will be performed by Ocwen (Fitch primary servicer rating
of `RPS2'). Full transfer of servicing is not expected to be
completed until June 2001. As part of the transaction, Delta will
pass through the servicing fee to Ocwen, thereby reducing the
company's operating income, although, this is offset to some
degree by reduced operating expenses.

Delta's decision to exit loan servicing reflects the company's
desire to reduce the liquidity strain associated with making
servicing and interest advances. Moreover, servicing a shrinking
portfolio coupled with declining asset quality characteristics
makes the economics of servicing much less attractive.

Future repayment of principal and interest on the outstanding
senior secured notes will depend exclusively on the realization
of cash flows from the unencumbered portion of the existing
interest-only security, as well as Delta's ability to profitably
originate and sell subprime home equity loans. However, given
market conditions in the subprime home equity sector, a
successful turnaround of Delta's business prospects will be
challenging.

Delta Financial Corp. is a specialty consumer finance company
engaged in the origination and sale of subprime home equity
loans. At Sept. 30, 2000, the company reported managed
receivables of $3.5 billion an d shareholder's equity of $134
million.


ELCOTEL INC: Files for Chapter 11 Protection in Tampa
-----------------------------------------------------
Elcotel, Inc. (Nasdaq: ECTL) announced that the Company and its
subsidiaries have filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code. In the
petition, filed in the U.S. Bankruptcy Court for the Middle
District of Florida in Tampa, Elcotel attributed the need to file
to debt associated with continuing investment in wireless
products for its core payphone business and developing its
Internet appliance business. Elcotel said, however, that it is
committed to maintaining and operating its businesses while it
restructures its debt obligations. The Company said that sales,
service and support functions will remain in full operation for
customers and distributors around the world during this process.

Elcotel said it has adequate funds to operate on a "business as
usual" basis while it continues to evaluate options for
additional financing as needed. The Company said it plans to
retain professional services to advise the Company on various
recapitalization alternatives and assist in discussions with its
debt holder.

As previously announced, Elcotel had been in discussions with its
debt holder on a forbearance agreement since last September, when
some $11.2 million in bank debt became due and payable. On
January 12, 2001, the debt holder filed a lawsuit against the
Company asking for a judgment of foreclosure and other relief in
order to collect on the outstanding debt. Elcotel reported a net
loss of $4.2 million, or $0.30 per diluted share, on revenues of
$16.4 million for the first half of its fiscal year 2001 ended
September 30, 2000.

"Filing for Chapter 11 is an unfortunate but necessary step in
our plan to restructure Elcotel. This allows us time to secure
the financial resources needed to continue to effectively serve
our customers and prepare for new market opportunities," said
Mike Boyle, Chairman and Chief Executive Officer of Elcotel.

"We remain a dominant competitor in the nation's 'smart' payphone
business, and we have a growing market presence in Latin and
South America. We intend to be a major player both in the U.S.
and abroad within the growing Internet appliance and application
service provider business. Elcotel's Board of Directors supports
the steps we are taking to restructure our finances and point our
company toward future growth opportunities," Boyle said.

Faced with a declining national market for payphones due to
increasing wireless phone usage, Elcotel recently implemented a
new business plan that involves reduced operating and capital
expenditures and a simplified distribution strategy that focuses
on its top-tier customers. In addition, the Company broadened its
business focus to include the growing international wireless
market, and the domestic Internet appliance market. Earlier this
year, Elcotel introduced its Grapevine and e-Prism product family
of non-PC based Internet appliances and application support
services that employ "thin client" technologies to offer a wide
variety of Internet services -- including E-Mail retrieval, stock
market information and product advertising -- and provide
services in such public venues as convention centers, malls,
hotels, and airports, among others.

"Unlike payphones, publicly-accessible Internet appliances are a
growing and potentially huge market for our company," Mr. Boyle
said. "What's more, we not only manufacture these appliances but
we also operate the server networks the end users depend on to
access content or manage specialized communications needs. So we
have additional revenue streams in these products extending well
beyond their manufacture. Furthermore, we have developed wireless
products for the growing international market that integrate DMA,
TDMA and GSM wireless technologies, as well as design components
based on our Grapevine technology."

Mr. Boyle said he expects that this restructuring, coupled with
the financial stability he hopes to achieve during the Chapter 11
process, will enable the company to emerge from Chapter 11 as
quickly as possible and remain a market leader in the public
communications market place. "We've adjusted to where the
payphone market is headed," Mr. Boyle concluded. "Now we must
deal decisively with our present debt position."

Elcotel, Inc., based in Sarasota, Florida, is a leader in
providing public access telecommunications networks and
management services for both domestic and international wireline
and wireless communication networks. Visit Elcotel's corporate
website at http://www.elcotel.com


FRUIT OF THE LOOM: Exclusive Period Extended to
------------------------------------------------------
Bank of America decided to lend its support to Fruit of the Loom,
Ltd.'s request for the third extension of the exclusive period.
John H. Knight Esq., at Richard, Layton & Finger, tells Judge
Walsh that all parties involved in the crafting of a plan of
reorganization have been involved in diligent negotiations over
five threshold issues:

     (A) identification of critical contracts for assumption or
rejection;

     (B) evaluation of tax and capital structure for the
reorganized entities;

     (C) evaluation of asset dispositions;

     (D) review of claims and collateral interests of creditor
constituencies; and

     (E) other material issues.

Mr. Knight states that based on recent discussions with Fruit of
the Loom management and their professionals, very substantial
progress has been made with regard to these issues and none of
them represents an intractable obstacle in preparing the
reorganization plan.

In addition, Bank of America has made considerable progress with
the secured creditor constituency. The extension of the exclusive
period, Mr. Knight tells Judge Walsh, will enable this process to
continue and should result in the filing of a plan shortly.
However, if plan exclusivity is not extended, Debtor may be
forced to file a plan prematurely simply in order to maintain
control of the plan process. Counsel asserts that such an
approach would not be constructive to developing expeditiously a
consensual plan of reorganization.

Impressed with Mr. Knight's arguments and finding that the
Debtors are making progress in their reorganization, Judge Walsh
granted the Debtors:

     (A) an extension of their exclusive period during which to
file a plan of reorganization through March 1, 2001; and

     (B) an extension of their exclusive period during which to
solicit acceptances of that plan through Aril 30, 2001.

(Fruit of the Loom Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


GLOBE MANUFACTURING: Signs Purchase & Sale Agreement with Radici
----------------------------------------------------------------
Globe Manufacturing, a worldwide maker of Glospan(R) spandex,
announced that it has entered into a purchase and sale agreement
for the sale of its assets to RadiciSpandex Corp., a subsidiary
of the Radici Group.

Based in Italy, the Radici Group is a multi-billion dollar
multinational concern employing 6,200 employees at 50 factories
worldwide and is active in synthetic fiber, chemical, fabric,
plastics, engineering, packaging and machinery products and
services. Terms of the agreement were not disclosed.

Globe said that the Purchaser has indicated that it intends to
continue Globe's operations after the sale and that it is
interested in maintaining good relationships with customers and
vendors in the best interests of business continuity. Radici
Group has been in discussions with Globe regarding the purchase
for many months and has performed an extensive review of Globe's
business prior to committing to the agreement.

As previously announced, an involuntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code was filed on December 20,
2000 in Boston, Massachusetts by a group of holders of Globe's
Senior Subordinated Notes due 2008. On January 12, 2001, the
Massachusetts Bankruptcy Court dismissed the bankruptcy case. On
January 13, 2001, the Company filed a voluntary petition under
Chapter 11 in Alabama and Globe entered voluntary bankruptcy as a
debtor-in-possession. On January 16, 2001, the Alabama Bankruptcy
Court issued orders that, among other things, provide for a
hearing on March 12, 2001, to consider approval of the purchase
and sale agreement with the Purchaser.

Richard Heitmiller, chief executive officer of Globe
Manufacturing, said, "We are extremely pleased with this purchase
and sale agreement. Partnering with Radici Group provides an
opportunity to create incredible synergies within existing
markets, as well as to gain entry into new global ones and
allow Globe's business to continue to grow with its customers and
maintain its position as a leading producer of spandex fiber."

Todd Snyder, managing director of Rothschild Inc., said, "After a
very comprehensive analysis of the Company's operations and
needs, as well as an analysis of potential partners in the
marketplace, we believe this potential deal maximizes the value
of Globe's operations and provides Globe's business with exciting
new opportunities worldwide."

Rothschild Inc. advised Globe in this transaction and assisted in
identifying the Purchaser.

Established in 1945, Globe Manufacturing Corp. produces
Glospan(R) and Cleerspan(R) Spandex Performance Fibers and is a
premier worldwide spandex fiber supplier. Available in a range of
deniers from 20 through 5040 and various packaging put-ups,
Glospan(R) is distributed to over 40 countries through five major
distribution channels. Globe is registered under the
internationally recognized ISO 9000 standard as an ISO 9001
manufacturer.


GREAT LAKES: It Was the Lenders' Fault that We Filed!
-----------------------------------------------------
Great Lakes Restaurant Company I LLC, franchise of Checkers
Drive-In Restaurants Inc., filed for bankruptcy on Jan. 18
according to a newswire report.  In conjunction with the
bankruptcy filing, the franchisee closed 35 Rally's restaurants
in Detroit and six Checkers restaurants in Kansas City, Mo. "It's
our current understanding that the bankruptcy and closings are
the result of a dispute between Great Lakes Restaurant Company
LLC and its lender," said Daniel J. Dorsch, president and chief
executive officer.

In related matters, 17 formerly owned Checkers restaurants in
Philadelphia that were owned and sold to Great Lakes Restaurant
Company II LLC, were re-acquired by Checkers. Additionally, 10
Rally's restaurants located in Toledo, Ohio -- which Great Lakes
Restaurant Company III LLC were in the process of purchasing --
were also turned back to Checkers. (ABI World, January 22, 2001)


ICG COMMUNICATIONS: To Pay Prepetition Employee Obligations
------------------------------------------------------------
ICG Communications, Inc. presented a Motion seeking judicial
authority to pay prepetition wages, salaries, royalties and
employee benefits. This would include the following:

     (a) Pay to certain employees accrued pre-petition wages and
bonuses on the regularly scheduled post-petition pay dates;

     (b) Pay to certain independent contractors pre-petition
amounts owed for services rendered;

     (c) Permit employees to use accrued pre-petition vacation
time;

     (d) Pay employees' pre-petition reimbursable employee
business expenses;

     (e) Make accrued pre-petition contributions or payments
directly on account of employee benefit plans; and

     (f) Continue such employee benefit plans post-petition.

The Debtors collectively employ approximately several thousand
full-time and part-time employees. On the Petition Date the
Debtors owed certain of their employees monies on account of
wages that were earned or relate to a period prior to the
Petition Date, but that are scheduled to be paid post-petition.
In addition, many of the employees are owed vacation or personal
time for days that accrued pre-petition but have not yet been
used. Some of the employees also have outstanding pre-petition
claims relating to reimbursable business expenses. The Debtors
argued that their ability to reorganize would be severely and
adversely affected if they are unable to retain the services of
the employees, and that it would work a "tremendous hardship" on
the employees if they were to be deprived of, or even by subject
to a delay in receiving, payment for their pre-petition employee
claims.

Prior to the Petition Date, the Debtors offered certain of the
employees standard employee benefits, including medical
insurance, dental insurance, life insurance, long-term disability
and accidental death and dismemberment insurance, short-term
disability insurance, workers' compensation insurance, pension
plans, 401(k) plans and other benefits provided by the Debtors to
or on behalf of their employees. The Debtors urged that failure
to continue these employee benefits would severely undermine the
employees' morale and result in significant hardship to the
employees. In order to retain the services of the employees and
maintain morale and loyalty under what are stressful working
conditions, the Debtors sought, and obtained, an Order granting
them authority to satisfy the pre-petition employee claims,
including related taxes, and continue to provide employee
benefits post-petition.

The Debtors also employ various independent contractors who
provide specialized and niche technical services, and assist in
product development for the Debtors. Many of these independent
contractors are owed monies on account of pre-petition services
rendered to the Debtors.

In order to retain the services of these contractors and maintain
morale and loyalty under stressful working conditions, the
Debtors sought and obtained authority to satisfy the pre-petition
claims of the independent contractors whose unique services are
relied upon heavily in the technology-driven field in which the
Debtors compete.

After consideration, Judge Robinson granted the relief requested.
(ICG Communications Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LAROCHE INDUSTRIES: Sells Chlor-Alkali Business to Gramercy
-----------------------------------------------------------
LaRoche Industries Friday announced that it had received the
approval of the Delaware Bankruptcy Court on Jan. 16 for the sale
of its Chlor-Alkali business, located in Gramercy, La., to
Gramercy Chlor-Alkali Corp., according to a company press
release. The two companies signed an asset purchase agreement on
Dec. 12, 2000. The sale is expected to be completed in mid-
February at the conclusion of final due diligence. LaRoche
Industries is a manufacturer of chlor-alkali chemical products
and a provider of industrial ammonia products and services.  The
Atlanta-based company has operations in the United States,
Germany and France.  (ABI World, January 22, 2001)


LERNOUT & HAUSPIE: Don't Look for Schedules Until Mid-March
-----------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp. filed
a Second Motion seeking an extension of time in which the
Schedules and Statement of Financial Affairs required by the
Bankruptcy Code and Rules may be filed. Citing the size and
complexity of the L&H Group's businesses, and the significant
amount of information that must be accumulated, reviewed and
analyzed to properly prepare the Schedules, Statements, and the
Creditor List, the Debtors ask for a further extension to and
including March 16, 2001.

In making this request, the Debtors remind Judge Wizmur that
these Chapter 11 cases were filed under emergent circumstances,
not as part of an established strategic plan. Immediately prior
to the filing, the Debtors' management was focused exclusively on
the actual filing and obtaining information necessary to seek
first-day relief relating to such matters as employee
compensation, maintaining the existing cash management systems,
securing uninterrupted use of utilities, arranging payment for
critical vendors, and other operational matters. Since the
filing, the L&H Group's management has been consumed with various
emergency issues, including, but not limited to, debtor-in-
possession financing, the concordat reorganization proceeding in
the Belgian court, issues regarding enforcement of the automatic
stay in Belgium, and the considerable publicity associated with
these high-profile and often volatile cases. (L&H/Dictaphone
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LETSBUYIT.COM: Court Grants Brief Respite to Look for $4MM Euros
----------------------------------------------------------------
Internet retailer LetsBuyIt.com was granted a stay of execution
on Friday as an Amsterdam court delayed by a week its decision on
a bankruptcy filing, according to Reuters. The court ruling gives
debt-laden LetsBuyIt's management until 5 p.m. today (Jan. 24) to
find four million euros ($3.76 million) in funding or bank
guarantees, but even such a cash boost might only give the
stricken web site retailer a little extra time. Sources said that
Letsbuyit would need to find an additional $28 million within two
weeks to avoid forced liquidation. "The administrators and the
management of the company agree that by the end of January
sufficient financing shall be in place to guarantee the
continuity of the enterprise, failing which bankruptcy as per
Feb.1, 2001 will be inevitable," said company administrators.

Attempts to raise additional funds last year failed as market
sentiment soured. A wholesale rescue buyout now seems unlikely,
and the question now is who might step in. Talks between
management of the failed e-tailer and potential rescue partners
Dealpartners.com and CoShopper are still in progress and the
week's delay could give LetsBuyIt some room to maneuver. Several
potential white knights have been in discussions with the Dutch
trustees of LetsBuyIt's debt moratorium on a possible rescue
package. These include the Norwegian co-buying retail web site
CoShopper and the French-owned Dealpartners.com. (ABI World,
January 22, 2001)


LOEWEN GROUP: Resolves Piersons Family Claims
---------------------------------------------
Prior to November 21, 1996, the Piersons were the registered and
beneficial owners of all issued and outstanding shares of capital
stock of Albion Memory Gardens, Inc., a Michigan corporation
operating a cemetery under the laws of the State of Michigan. On
November 21, 1996, the Piersons and The Loewen Group, Inc.
entered into a Share Purchase Agreement for all issued and
outstanding shares of capital stock of Albion.

In view of issues that could not be satisfactorily resolved, the
parties also entered on the same date into an Escrow Agreement
which required LGII to place $95,000 into an Escrow Fund
established with Transnation Title Insurance Company (the Escrow
Agent), to be used for providing environmental services or
remediation and for paying claims of any shareholders of Albion.

The Escrow Agreement indicates that the funds in the Escrow Fund
shall be released to the Piersons if no dispute has arisen by
June 30, 1998.

Prior to June 30, 1998, LGII sought the disbursement of
$32,403.80 from the Escrow Fund for costs incurred for the
removal of debris from the Cemetery (the LGII Claim). At the time
LGII presented the LGII Claim for payment, the Piersons disputed,
and continue to dispute, the amount of the Claim based on their
assessment of the nature and extent of the services provided to
remediate the Cemetery. No claim, other than the LGII Claim, was
asserted against the Escrow Fund by LGII or any shareholders
prior to the June 30, 1998 termination date, and, therefore, the
maximum amount in dispute regarding the Escrow Fund is
$32,403.80.

The Escrow Agreement provides that in the event the parties
dispute the amount of a particular demand for payment from the
Escrow Fund, the Escrow Agent can hold or deliver the Escrow Fund
in accordance with the terms of the Escrow Agreement or submit
the dispute to binding arbitration as set forth in the Escrow
Agreement.

The amount of monies held in escrow, including interest and other
income, totaled $115,920.19 as of November 22, 1999. LGII and the
Piersons agree that there is no dispute as to the amount
remaining in the Escrow Account in excess of the LGII Claim, or
$83,516.39 (the Excess Funds).

The Piersons filed proof of claim number 2437 in the amount of
$108,774.33 against the chapter 11 estate of LGII.

Stipulation And Order

The Stipulation and Agreed Order provides that:

(1) The automatic stay imposed by section 362 of the Bankruptcy
    Code shall be modified to the extent necessary to permit the   
    withdrawal of the Excess Funds from the Escrow Fund by the
    Piersons, in accordance with the terms of the Escrow
    Agreement.

(2) The Automatic Stay shall be further modified to the extent
    necessary to permit the parties to submit the disagreement
    over the LGII Claim to binding arbitration (the "Arbitration
    Proceedings") in accordance with the provisions of Section
    5(B) of the Escrow Agreement solely for the purpose of
    resolving the dispute over the appropriate cost of the
    services provided to LGI] to remediate the Cemetery.

(3) The Disputed Amount shall be distributed to the Piersons
    and/or LGII in accordance with the Arbitration Proceedings
    from the Remaining Funds, that is, the balance remaining in
    the Escrow Fund after the release of the Excess Funds.

(4) Upon the release of the Excess Funds as contemplated herein,
    the Piersons shall be deemed to have waived any and all
    rights to pursue any further cause of action against the
    Debtors and their estates and their respective directors,
    officers, employees, agents and professionals arising in
    connection with the Share Purchase Agreement and the Escrow
    Agreement.

(5) To the extent the Piersons are entitled to a portion of the
    Remaining Funds in accordance with the outcome of the
    Arbitration Proceedings, their sole recourse to such award
    will be against the Remaining Funds.

(6) The Piersons, within 10 days of the entry of the Stipulation
    and  Agreed Order by the Bankruptcy Court, and after release
    of the Excess Funds, shall file a notice with the Bankruptcy
    Court withdrawing the Proof of Claim with prejudice and will
    assert no other claim or claims of any kind or nature against
    the Debtors and their estates in connection with the Share
    Purchase Agreement and the Escrow Agreement in the Bankruptcy
    Court or any other forum.

(7) The terms and conditions of this Stipulation and Agreed Order
    in no way constitute a waiver by LGII of any of its rights
    under the Escrow Agreement or applicable state or bankruptcy
    law.

(Loewen Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LOEWS CINEPLEX: Reports Dismal Third Quarter Financial Results
--------------------------------------------------------------
Loews Cineplex Entertainment Corporation (NYSE:LCP; TSE:LCX)
reported financial results for the third quarter ended November
30, 2000.

Revenue for the three months ended November 30, 2000 was $192.1
million, compared to revenue of $209.3 million in the prior year
period.  Earnings before interest, taxes, depreciation and
amortization, loss on theatre dispositions of approximately $127
million and restructuring charges (Modified EBITDA) for the
quarter ended November 30, 2000 were $7.9 million, compared to
$26.2 million in the prior year.  For the nine months ended
November 30, 2000, revenue was $662.4 million, compared to $714.3
million in the prior year. Modified EBITDA before losses on
theatre dispositions of approximately $165 million for the nine
months ended November 30, 2000 was $67.9 million, compared to
$113.8 million in the prior year.

Net loss for the three months ended November 30, 2000 was $185.9
million, or $3.17 per share compared to a net loss of $23.8
million, or $0.41 per share, in the prior year. Net loss for the
nine months ended November 30, 2000, was $272.9 million, or $4.66
per share, compared to a net loss of $29.9 million, or $0.51 per
share, in the prior year. In the three months ended November 30,
2000, the Company recorded one-time non-cash after-tax charges of
$5.4 million relating to restructuring charges and $122.4 million
primarily representing net book value and allocated goodwill
associated with approximately 675 screens in the United States
and Canada which the Company has targeted for accelerated
disposition or closure.

On a fully combined basis, including 100% of the operating
results of partnerships in which the Company has an ownership
interest, revenue for the three months ended November 30, 2000
was $220.6 million, compared to $236.4 million in the prior year.
Total EBITDA, before losses on theatre dispositions and
restructuring charges, for the second quarter ended November 30,
2000 was $13.2 million, versus $30.6 million in the prior year.
For the nine months ended November 30, 2000, revenue was $752.7
million, compared to $800.7 million in the prior year. Total
EBITDA for this period was $83.8 million, versus $127.5 million
in the prior year.

The charges of $122.4 million recorded in this quarter were a
result of the Company's decision to change its outlook with
respect to its theatre portfolio in light of the continued
industry downturn coupled with the oversupply of screens in many
North American markets. The Company has been negatively affected
by these events and is currently experiencing significant
pressure on its liquidity and its ability to meet its obligations
as they become due.

The Company has taken these charges primarily in connection with
the decision to accelerate the disposal or closure of
approximately 675 screens at 112 underperforming theatres. These
older theatres have been significantly impacted by the decline in
attendance due to competition in the marketplace and the
disappointing performance of unfavorable film product which
continued into September and October. In the first nine months
of the year, the Company made progress in its continued efforts
to close older, obsolete theatres with the disposal of 164
screens at 34 locations.

Lawrence J. Ruisi, President and Chief Executive Officer of Loews
Cineplex Entertainment, said, "Our Company continues to
experience significant financial challenges due to the
overbuilding in the industry and declining attendance at some of
our older theatres combined with lower industry-wide attendance
levels related to the poor performance of the film product for
most of the third quarter. Although our box office results  
improved during the month of November, this was not enough to
offset the unfavorable performance experienced during the first
eight weeks of the quarter. These disappointing results, in
conjunction with continuing further decay at our older theatres,
had a direct and substantial negative impact on our operating
cash flow in this quarter.

"Product for the recent holiday season was very strong, and
continues to play well in our theatres. Attendance at our
theatres to date in the fourth quarter has been better than
expected, and higher than our results in the prior year" noted
Mr. Ruisi. "We are optimistic that these positive results will
continue through the end of our fiscal year, although our annual
operating performance will be down significantly compared to last
year.

"We continue to address the financial pressures and liquidity
issues facing our Company and are working with our lending group
and our bondholders to formulate a long-term financial plan for
the Company that will maximize the value of our circuit,"
continued Mr. Ruisi.

The Company has been granted several waivers from the lending
group under its Senior Credit Facility, the most recent of which
expires on January 26, 2001. The Company is pursuing several
alternatives to address these issues, including an equity
investment by one or more third parties, sales of assets, a
strategic alliance with another exhibitor, a restructuring of its
capital, including a material dilution in the ownership interest
of current equity holders, or a restructuring of certain of the
Company's subsidiaries. Any of the alternatives may include a
restructuring under bankruptcy proceedings. There can, of course,
be no assurance that the Company will be successful in its
efforts prior to the expiration of the waiver on January 26,
2001. If the Company is unsuccessful in its negotiations for a
longer-term solution prior to the expiration of the waiver the
banks could accelerate the maturity of the indebtedness. The
Company is not currently in a position to refund this
indebtedness should it be declared due and payable. As a result,
substantial doubt exists about the Company's ability to continue
under its current capital structure.

Loews Cineplex Entertainment Corporation is one of the world's
largest publicly traded theatre exhibition companies in terms of
revenues and operating cash flow, with 2,965 screens in 365
locations primarily in major cities throughout the United States,
Canada, Europe and Asia. Loews Cineplex's divisions include Loews
Cineplex United States, Cineplex Odeon Canada and Loews Cineplex
International. Loews Cineplex operates theatres under the Loews,
Sony, Cineplex Odeon and Europlex names. In addition, the Company
is a partner in Magic Johnson Theatres and Star Theatres in the
U.S., Yelmo Cineplex de Espana, De Laurentiis Cineplex in Italy,
Odeon Cineplex in Turkey and Megabox Cineplex of Korea.


LTV CORPORATION: Honoring Prepetition Employee Obligations
----------------------------------------------------------
The LTV Corporation sought and obtained Judge Bodoh's
authorization, in accordance with the Debtors stated policies, as
such policies may be modified from time to time, and in their
sole discretion, to pay:

     (a) certain prepetition employee and independent contractor
         wages, salaries, overtime pay, sales commissions,
         contractual compensation, sick pay, vacation pay, meal
         allowances, holiday pay, Sunday pay, and other accrued
         compensation;

     (b) prepetition employee and independent contractor business
         expenses, including travel, lodging, moving, closing    
         costs and other relocation expenses;

     (c) prepetition contributions to and benefits under employee
         benefit plans;

     (d) prepetition employee payroll deductions and  
         withholdings; and

     (e) all costs and expenses incident to the foregoing
         payments and contributions.

The Debtors currently employ approximately 17,500 employees, of
which approximately 11,500 work in the integrated steel business
segment and approximately 6,000 work in the metal fabrication
business segment. Approximately 12,300 of these employees are
represented by unions.

In addition to their regular workforce, the Debtors employ
certain independent contractors to perform essential employee
functions on a cost-effective basis either through direct
contractual arrangements with certain individuals or their
personal businesses, or contractual arrangements with corporate
entities that provide the services of multiple individuals to the
Debtors. The independent contractors fall into two general
categories: (a) independent contractors that provide essential
customer support and marketing services to the Debtors in a sales
representative capacity, and (b) independent contractors that
provide critical support services to the Debtors in connection
with the day-to-day operation of their businesses.

The Sales Agents are paid solely on a commission basis from the
sale of the Debtors' goods. Through their activities the sales
agents generate substantial revenue for the Debtors through the
completion of commission sales. In addition, the sales agents
have developed invaluable relationships with certain of the
Debtors' longstanding customers. In many cases, the sales agents
are the primary, if not the sole, interface between the Debtors
and these customers. Consequently, the support and continued
employment of the sales agents is essential. The support staff
provides a variety of critical internal support services to the
Debtors, including operational control and oversight, information
systems support, product design, systems administration and
processing and other administrative tasks.

All of these persons and entities are critical to the Debtors'
continued operation of their businesses and to the success of
these reorganization efforts. Persuaded by these arguments, Judge
Bodoh granted the relief requested. (LTV Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-00900)


NICHOLSTONE INC.: Bookbinder Shuttering Operations on January 31
----------------------------------------------------------------
Bankrupt bookbinding company Nicholstone Inc., which is operating
under chapter 11, will close on Jan. 31, according to The
Commercial Appeal. The Memphis-based company was unable to find a
buyer and will sell its equipment in an auction on Feb. 13.
Creditors forced the company into bankruptcy in August, and it
also pulled Nicholstone's Denver-based parent company,
Information Packaging Inc., and its other subsidiaries into
bankruptcy court.

At the time, Information Packaging owed more than $10 million to
Banc of America Commercial Finance Corp. and Nicholstone owed
other creditors $4.5 million. Connecticut-based Sullivan Graphics
Inc. bought it in 1989, then sold the Nicholstone holdings to
Rand McNally Corp. in 1992. Information Packaging bought the
Nicholstone businesses three years ago. (ABI World, January 22,
2001)


OWENS CORNING: Names David T. Brown as New COO
----------------------------------------------
David T. Brown was named chief operating officer for Owens
Corning (NYSE: OWC) by Glen H. Hiner, chairman of the board and
chief executive officer. In his new position, Mr. Brown will have
responsibility for all of the operating businesses of Owens
Corning, throughout the world, and will report directly to Mr.
Hiner. He will remain the acting president of the Insulating
Systems Business until a successor is named.

"Dave brings enormous credibility and experience with him as he
assumes his new position," stated Mr. Hiner. "He has earned the
respect of the entire Owens Corning team and has clearly and
consistently demonstrated the leadership and communication skills
to make him an effective, highly respected and trusted leader.
His immediate objective," continued Mr. Hiner, "will be to ensure
that our company stays focused on profitable, global growth
through execution and teamwork."

Mr. Brown replaces Domenico Cecere, who is leaving Owens Corning
to pursue other business interests. "We are sorry to see Dom
leave," said Mr. Hiner. "For the past seven-plus years he has
been an innovative contributor to our enterprise. He will be
missed and we wish him well."

Prior to assuming his new position, Mr. Brown, in December 1997,
was named vice president and president of the Insulating Systems
Business, which is the largest sales and profit center within the
company. The business includes fiberglass and foam insulating
products made at 35 manufacturing plants in North America and
China. The businesses, products and systems are used in
residential, commercial and industrial applications. Mr. Brown's
responsibilities also include the company's OEM Solutions
business, which fabricates products for use by other
manufacturers.

He joined Owens Corning in 1978 after working in sales positions
for Procter & Gamble, Shearson Hammill and Eli Lilly. At Owens
Corning, Mr. Brown has held a variety of managerial positions in
sales and marketing, before becoming vice president of the
Roofing and Asphalt Division. In January 1994, he was named
president of Roofing and Asphalt, and was responsible for the
sales and marketing of Owens Corning's commercial and residential
roofing products.

In January 1996, Mr. Brown was named president of Building
Materials Sales and Distribution. The assignment included
responsibility for the company's sales efforts for insulation,
residential roofing, specialty and foam products, and built-up
roofing asphalt.

Mr. Brown is a 1970 graduate of Purdue University with a
bachelor's degree in economics. He and his wife Nancy reside in
Toledo, Ohio, and have two children.


OWENS CORNING: Asks For Approval of Settlement with XL Insurance
-----------------------------------------------------------------
Owens Corning presented a Motion asking Judge Walrath to approve
the terms of their settlement with OX Insurance Co., Ltd.,
resolving a dispute over the proper forum in which to litigate
Owens Corning's claim against XL for recovery of the costs and
expenses that Owens Corning incurred to defend and to safeguard
the property covered under a first-party property insurance
policy from actual or imminent loss or damage arising from or
relating to the Year 2000 date recognition problem. XL had
asserted that the policy required resolution of disputes through
arbitration in London, England. Owens Corning had, in March 2000,
begun an action against XL and certain other first-party insurers
in the Superior Court for the State of Delaware seeking recovery
for certain Y2K costs.

Subsequent to this suit, XL commenced an arbitration of Owens
Corning's disputes with XL in London. Each of XL and Owens
Corning have designated an arbitrator (Owens Corning under
protest), with the third member of the panel still to be
selected. XL also initiated an action in the High Court of
Justice in London seeking to enjoin the Delaware action and
compel Owens Corning to assert its Y2K costs claim against XL in
the London arbitration, and the High Court granted that relief.
Owens Corning has appealed that decision. In August, pending
appeal and consistent with the High Court opinion, Owens Corning
obtained an Order granting relief to dismiss XL without prejudice
from the Delaware action.

The terms of this settlement are:

     (a) Any dispute between Owens Corning and XL concerning
matters arising out of or related to the Delaware action against
XL or Owens Corning's Y2K costs claim against XL shall be decided
exclusively in the London arbitration;

     (b) Owens Corning waives its rights to sue XL other than
through the London arbitration in connection with any matter
arising out of or related to the Delaware action against XL or
Owens Corning's Y2K costs claim against XL, except that in the
event Owens Corning obtains an award in the London arbitration
that remains unsatisfied, Owens Corning retains the right to sue
XL to enforce that award and to pursue any collection proceeding
necessary or required in Bermuda.

     (c) Owens Corning agrees to dismiss with prejudice its
appeal of the High Court Opinion. Such dismissal, however, will
be without prejudice to the merits of Owens Corning's Y2K costs
claim against XL, that may be adjudicated in the London
arbitration.

     (d) XL agrees to its dismissal without prejudice from the
Delaware action, and Owens Corning agrees that if it were to
assert claims against XL raising any issues raised in the
Delaware action (as they related to XL only), other than
enforcement of a London arbitration ward in Owens Corning's
favor, the settlement constitutes judgment for XL on the merits
of that issue.

     (e) Owens Corning and XL agree to stay the London
arbitration so long as the Delaware action continues against any
parties other than XL or such stay otherwise is terminated under
the terms of the settlement. In the event that the Delaware
action terminates by final judgment or by agreement of all
remaining parties, Owens Corning shall provide written notice to
XL of such termination and the stay of the London arbitration
shall continue thereafter for a period of 90 days. If Owens
Corning and XL do not agree during such 90-day period to continue
the stay beyond such 90-day period or terminate the London
arbitration, then the London arbitration shall resume on the 91st
day.

     (f) Owens Corning and XL each reserve their respective
rights on the merits, and neither party shall be prejudiced b y
the stay of the London arbitration.

     (g) Owens Corning and XL recognize and stipulate that the
terms of the settlement are effective and binding upon only Owens
Corning and XL, and that no other insurers shall be entitled to
any rights or benefits conferred by the settlement, or to rely
upon any representations made by Owens Corning or XL. (Owens
Corning Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


PG&E CORP.: California PUC Orders Power Supply Continued
--------------------------------------------------------
At an emergency session convened on Friday, the California Public
Utilities Commission (PUC) ordered the state's two biggest
utilities to continue supplying electricity to all of their
customers, according to Reuters. The PUC, in a two-to-one vote,
issued a temporary restraining order preventing Southern
California Edison (SoCal Edison) and Pacific Gas and Electric Co.
(PG&E) from refusing to provide adequate service to the 24
million Californians they serve. The Commission cited concerns
that recent actions by the two utilities could severely undermine
their legal service obligations. Cash-strapped PG&E and SoCal
Edison had warned that they might be unable to secure energy for
all their customers.

Commission president Loretta Lynch told meeting participants that
there was substantial confusion over whether PG&E would be able
to continue serving all of its electric customers, citing fears
that it might start cutting service as early as Saturday. But she
said the chief executives of PG&E and SoCal Edison have
reaffirmed to the PUC that they will continue to provide electric
service to their customers. The two utilities, having warned that
they can no longer pay their bills and are unable to find
suppliers willing to do business with them, are scrambling for
ways to secure enough energy to meet their legal obligations to
their customers. (ABI World, January 22, 2001)


PG&E CORP.: California AG Seeks to Block Assets Shuffling
---------------------------------------------------------
California attorney general Bill Lockyer said on Friday he is
seeking to block a move by PG&E Corp. to shield corporate assets
from a possible bankruptcy by the utility, according to Reuters.
The Federal Energy Regulatory Commission (FERC) on Jan. 12
approved an application from PG&E Corp. to transfer the assets of
its non-regulated affiliates to a new corporate entity.

"Given all the talk about potential bankruptcy, we are concerned
that PG&E used a stealth move to shield assets," Lockyer said.
"We are asking FERC to rescind its approval because of the
significant implications the utility's reorganization could have
as the state responds to California's current electricity
crisis."

FERC's Jan.12 order approved PG&E's plan to create a limited-
liability unit, NEG LLC, for its non-regulated companies. (ABI
World, January 22, 2001)


SOUTHERN CALIFORNIA: Utility Defaults on Commercial Paper Issue
---------------------------------------------------------------
The embattled utility Southern California Edison (SoCal Edison)
moved another step closer to bankruptcy on Friday, saying it had
defaulted on certain short-term debts and would not pay dividends
due next month on its preferred stock, according to Reuters. The
news came two days after the state's biggest utility, Pacific Gas
and Electric Co. (PG&E), also defaulted on certain of its short-
term debts. The commercial-paper defaults are only the third and
fourth by U.S. companies in the last six years.

In the filing with the Securities and Exchange Commission, the
utility also said it expects to suspend payments on about $223
million of commercial paper maturing between now and the end of
the month, and will not pay about $960,000 of dividends due on
three issues of preferred stock. SoCal Edison said it would not
pay scheduled Feb. 28 quarterly dividends on cumulative preferred
stock series carrying annual dividends of 4.08, 4.24 and 4.78
percent. So long as it does not pay those dividends, it said, it
cannot declare or pay future cash dividends on any preferred
stock or on its common stock.

In addition, SoCal Edison said the California Power Exchange,
which arranges the purchase of power in the state, plans to
suspend the company's power-trading privileges. The Exchange
plans the same step against PG&E. Suspension would force the
utilities to trade in the over-the-counter market, where they
have no credit standing. (ABI World, January 22, 2001)


TRI-UNION DEVELOPMENT: Contango Oil Agrees to Buy 50% Stake
-----------------------------------------------------------
Contango Oil & Gas Company (AMEX:MCF) entered into a letter of
intent with Tri-Union Development Corporation to acquire up to a
50% equity interest in Tri-Union involving the payment of $5
million in cash and the issuance by Contango of approximately 1.5
million common shares.

Tri-Union is a Houston-based crude oil and natural gas
exploration and production company. It operates in California,
Texas, Louisiana and offshore in the Gulf of Mexico.  In March
2000, Tri-Union filed for protection under Chapter 11 of the
United States Bankruptcy Code. The case is currently pending in
the U.S. Bankruptcy Court for the Southern District of Texas.

The consummation of the transaction is subject to numerous
conditions, including execution of definitive agreements between
the parties, conclusion of satisfactory arrangements with Tri-
Union lenders and creditors, confirmation by the bankruptcy court
of a plan of reorganization for Tri-Union satisfactory to
Contango, and receipt of third party consents.

Contango is a Houston-based, development stage, independent
natural gas and oil company. The Company explores and acquires
oil and gas properties primarily in the onshore Gulf Coast and
offshore Gulf of Mexico.  Additional information can be found on
our Web page at www.contango-oandg.com


UNITED ARTISTS: Delaware Court Confirms Plan of Reorganization
--------------------------------------------------------------
United Artists Theatre Company announced that the Delaware
Bankruptcy Court has confirmed its Plan of Reorganization. While
an effective date of the Plan has not yet been set, it is
expected to be set by the Company a few weeks after the
expiration of the required ten-day period for objections to the
Confirmation of the Plan. During this period, the Company will be
finalizing its financing documents, certain other corporate
documents and certain lease amendments associated with
underperforming theatres. The Company has a period of time after
Plan Confirmation to reject or accept leases that are being
renegotiated.

Commenting on the Plan Confirmation, the Company's President and
CEO Kurt C. Hall said, "I am very pleased that our Plan of
Reorganization was confirmed and that we can now focus our full
attention on improving our operating performance and rebuilding
the United Artists franchise."

Mr. Hall concluded: "I am thankful for the hard work of everyone
involved with the Reorganization process, and especially proud of
our management and staff for their focus and dedication during a
very difficult period of time. Without the hard work of the
Company's employees and the support of the studios and other
business partners, our equity holders and lenders, including The
Anschutz Corporation, the successful completion of our
Reorganization would not have been possible."

United Artists, a privately held company, has issued publicly
traded subordinated bonds. United Artists Theatre Circuit, Inc.,
the principal operating subsidiary of United Artists, leases
certain properties from a third party that has issued publicly
traded pass-through certificates. At January 22, 2001, UATC
operated 216 theatres with 1,604 screens.


U.S. AUTOMOTIVE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: U.S. Automotive Manufacturing, Inc.
        P.O. Box 1426
        1076 Airport Road
        Tappahannock, VA 22560

Debtor affiliates separately filing for Chapter 11 Petitions in
the same court:
        
        Quality Automotive Company
        U.S. Automotive Friction, Inc.

Type of Business: Manufacturing, assembling, and distributing of
automotive friction products  

Chapter 11 Petition Date: July 22, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-0235 through 01-0237

Debtors' Counsel: David M. Fournier, Esq.
                  David B. Stratton, Esq.
                  Pepper Hamilton LLP
                  1201 Market Street, Suite #1600
                  Wilmington, DE 19801
                  (302) 777-6500

                  Francis J. Lawall, Esq.
                  Linda J. Casey, Esq.
                  Pepper Hamilton LLP
                  3000 Two Logan Square
                  Eighteenth and Arch Streets
                  Philadelphia, PA 191093
                  (215)981-4000

Total Assets: $16,357,886
Total Debts:  $16,135,076

4 Largest Unsecured Creditors:

Entity                        Nature of Claim      Claim Amount
------                        ---------------      ------------
Dominion Capital fund, Ltd.   Lawsuit over debt    $2,187,500
c/o Daniel P. Waxman, Esq.    securities
Robinson Silverman Pearcc
Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
(212)541-2000
(212)541-4630 (fax)

Canadian Advantage, L.P.      Lawsuit over debt      $312,500
c/o Daniel P. Waxman, Esq.    securities
Robinson Silverman Pearcc
Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
(212)541-2000
(212)541-4630 (fax)

Advantage (Bermuda) Fund,Ltd. Lawsuit over debt      $312,500
c/o Daniel P. Waxman, Esq.    securities
Robinson Silverman Pearcc
Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
(212)541-2000
(212)541-4630 (fax)

Holland & Knight              Trade Debt              $38,416
200 South Orange Avenue,
Suite 2600
P.O. Box 1526
Orlando, FL 33802-1526
c/o Gary A. Whitlock
(407)244-1107


US INTERACTIVE: Files Chapter 11 Petitions in Wilmington
--------------------------------------------------------
U.S. Interactive, Inc. (Nasdaq:USIT) and its wholly-owned
subsidiary U.S. Interactive Corp. (Delaware), have filed
voluntary petitions to reorganize the Companies under Chapter 11
of the Bankruptcy Code with the U.S. Bankruptcy Court of
Delaware.

While under the protection of the bankruptcy court, the Companies
plan to operate the business from Cupertino, California and
through subsidiaries in London and Munich.

"The Company has given careful thought as to how best to protect
the interests of our stakeholders, including our employees,
customers, partners and creditors," said William C. Jennings,
U.S. Interactive Chairman.

"We decided that Chapter 11 will provide the Company the greatest
opportunity to address its financial and capital structure
challenges in an orderly and comprehensive fashion for continued
operation."

U.S. Interactive(R) (Nasdaq:USIT) is an Internet professional
services company that provides customer management solutions to
the communications and financial services industries.


US INTERACTIVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: U.S. Interactive, Inc.
        2012 Renaissance Blvd.
        Delaware City, DE 19706

Debtor Affiliate: U.S. Interactive Corp./DE

Type of Business: Internet infrastructure solutions

Chapter 11 Petition Date: January 22, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-00224 and 01-00225

Debtors' Counsel: Maureen D. Luke, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  (302) 571-6600
                    
                        and

                  Dilworth Paxson LLP

Total Assets: $430,722,000
Total Debts:  $102,951,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim      Claim Amount
------                        ---------------      ------------
Talent Point                  Trade Debt           $668,917
Contact: Chuck Lusty
P.O. Box 31470
Hartford CT 06150-1470
(610)971-9171

McHugh DiVincent Alessi, Inc. Trade Debt           $500,000
Contact: Bob DiVincent
119 West 40th Street
New York, NY 10018
(212)302-5566

195 Broadway                  Property Lease       $356,335
Contact: Rich Gurvitz
101 Park Avenue 25th Floor
New York, NY 10007
(212)808-7175

American Express              Trade Debt           $349,252
P.O. Box 114
Newark, NJ 07101-0114
(800)528-2122

Steve Zarrilli                Severance Pay        $326,000
314 Jefferson Drive
Malvern PA 19355
(610)647-0982

Brandywine Realty             Property Lease       $250,682   
Contact: Melinda Monestra
14 Campus Blvd. Suite 100
Newtown Square, PA 19073
(610)325-5600

Arenson Office Furnishings    Trade Debt           $225,153

EPRISE                        Trade Debt           $162,988

Topa Management               Property Lease       $154,841

NetCreations                  Trade Debt           $144,485

internet.com Corporation      Trade Debt           $141,530

Portal Software Inc.          Trade Debt           $140,771

Innovative Consulting         Trade Debt           $139,070

Ogilvy Public Relations       Trade Debt           $138,452

Structure Tone New Jersey     Trade Debt           $132,828

Eric Pulier                   Severance Pay        $130,673

State of Delaware             Corporation Tax      $115,000

PA Department of Revenue      Corporation Tax      $110,000

O'Melveny & Myers LLP         Trade Debt           $104,220

Davis Advertising Inc.        Trade Debt           $101,650


VECTRIS COMMUNICATIONS: Files for Chapter 11 in Austin
-------------------------------------------------------
Vectris Communications, a regional provider of Internet and data
networking solutions, has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for Austin, TX. The filing was
necessitated to allow the Company to operate free of debt
collection and service interruption pressures, while it continues
to explore the strategic acquisition of its core business, sale
of its assets, or potentially access new working capital and
restructure its finances.

Vectris intends to retain a small staff to support its creditors,
customers, and distribution partners while it pursues these
alternatives. The company will discontinue operations in a number
of markets, where it plans to immediately begin an orderly
transition of customers to alternative providers.

Vectris, which reached into 10 states, will shut down all
operations in Michigan, Wisconsin, Ohio, Oklahoma, Missouri,
Kansas and Arkansas on Jan. 31, ABI World reports. The company
also will cancel DSL services in 13 cities in Illinois and
Indiana. In Texas, affected cities include Longview, Nacogdoches,
Nederland, Pampa, Seguin, Temple, Tyler, Waco, Waxahachie,
Weatherford and Wichita Falls. CEO Carey Balzer told
LocalBusiness.com that Vectris would transfer customers in all
the affected markets to other Internet service providers by Jan.
31.

"I deeply regret that Vectris will be unable to continue the plan
we started just over one year ago," said Carey Balzer, President
& CEO. "Despite successfully executing our business plan and
undertaking an exhaustive effort to secure additional funding or
a strategic partner, no firm alternative has materialized that
would allow us to continue our long-term business operations."
"Our employees should be proud of what they accomplished," said
Balzer. "Their contributions enabled us to attain our very
aggressive goals. Our customers and partners continue to tell us
that Vectris served as one of the best DSL and broadband internet
providers in secondary markets, continually exceeding their
expectations. Our achievements would not have been possible
without every member of the team and I personally thank each and
every one of them for their extraordinary efforts and
dedication."

All inquiries should be directed to Dean Ferguson of Munsch Hardt
Kopf & Harr, P.C. For all customer questions, including a listing
of markets where operations will be discontinued, go to
http://www.vectris.com


VENCOR INC.: Selling Oracle Road Property For $450,000
------------------------------------------------------
As a result of re-marketing efforts, Vencor, Inc. entered into a
contract with Pacific Bridge for the sale of undeveloped land
located at Oracle Road in Tucson, Arizona for $450,000, after the
previous prospective purchaser Southern Arizona Glassworks (SAG)
withdrew from the proposed transaction at a purchase price of
$750,000 due to certain environmental issues. During the interim
period since SAG's withdrawal, there was an offer at $450,000
made by Mr. Todd Otis but this was terminated when Otis declined
to execute a purchase and sale agreement.

The Original Contract with SAG for the sale of the Oracle Road
Property was entered prior to the petition date. In October,
1999, the Debtors sought the Court's approval to the sale and the
assumption of related contracts.

Only one objection to the Debtors' previous Oracle Road Motion,
for the sale of the property to SAG, was filed - by Shadow
Mountain Estates Partnership, the party which had originally sold
the Oracle Road Property to the Debtors. The SMEP Opposition
claimed that the Debtors had agreed to construct a water line to
the Oracle Road Property, and that in return for a right to use
the water line for its own adjacent property, SMEP had reduced
the purchase price for the Oracle Road Property. The Debtors'
response asserted that SMEP's claims had no legal basis. In
November, 1999, the Court denied the relief requested in the SMEP
Opposition and approved the Debtors' Oracle Road Motion.

At the hearing on the Oracle Road Motion, counsel for the Debtors
noted for the record that pursuant to a federal court order
issued in October of 1999, the U.S. Army Corps of Engineers was
required to conduct and complete certain environmental impact
studies prior to authorizing certain land development in Tucson,
Arizona, including the area in which the Oracle Road Property is
located. These studies relate to the impact on the population of
"cactus ferruginous pygmy owls," commonly known as "pygmy owls,"
of certain land development in Tucson, Arizona, including the
Oracle Road Property.

In December 1999 and within the appropriate period under the
Original Contract, SAG exercised its right to withdraw from the
Original Contract primarily based upon the impact of the pygmy
owl situation and resulting restrictions on development of the
Oracle Road Property.

Soon after that, the Debtors retained the original broker through
whom they had first purchased the Oracle Road Property and re-
marketed the property. In addition, the Debtors authorized the
environmental survey required by the Clean Water Act to resolve
the environmental issues relating to the pygmy owls. While this
survey concluded that there are currently no pygmy owls on the
Oracle Road Property, the Debtors' business and real estate
professionals recognized that this environmental issue would
nonetheless place a cloud over the Oracle Road Property and
likely result in a lower price than under the Original Contract.

The broker's re-marketing efforts culminated in an offer to
purchase by Mr. Todd Otis in July, 2000 but Otis later declined
to execute a purchase and sale agreement.

In September, 2000, Pacific Bridge Partners LLC offered to
purchase the Oracle Road Property for $450,000. The Debtors
accepted the offer. The Debtors note that the difference in the
purchase prices of these offers and the Original Contract is due
to uncertainty regarding the future effect, if any, of the pygmy
owl environmental issues and the substantial costs (estimated at
$250,000) of running water lines to the Oracle Road Property
which would be required for any successful development of the
property.

The New Contract is substantially in the form of the commercial
unimproved property purchase and sale agreement approved by the
Court in the Procedures Order entered on December 1, 1999,
approving the establishment of procedures for the sale of real
property pursuant to Section 363(b)(l) of the Bankruptcy Code
(D.I. 527). The Purchase Price of $450,000 includes a $10,000
earnest money escrow Deposit. Pursuant to the New Contract, the
Purchaser acknowledges and agrees that the Seller has disclosed
that prior Clean Water Act Section 404 surveys have been
conducted on the Oracle Road Property regarding the pygmy owls,
and the Seller specifically disclaims any representations or
warranties regarding the nature, quality or condition of
the Property.

In addition to the Purchase Price, Purchaser agrees to extend the
existing water line and/or construct a new water line to the
Property at Purchaser's sole cost and expense. Purchaser also
agrees to permit an adjoining property owner, Shadow Mountain
Estates Partnership, or any affiliated entity or person, to
utilize the extended or newly constructed water line, at no hook-
up or construction cost to SMEP, to provide water to SMEP's 10.5
acre tract adjacent to the Property, provided however, that
Purchaser and Seller expressly acknowledge and agree that the New
Contract is intended to be solely for the benefit of Purchaser
and Seller and is not intended to confer any benefits upon, or
create rights in favor of, any third party, including without
limitation, SMEP.

Seller acknowledges that the broker's commission payable by the
Seller shall be six percent of the Purchase Price, paid in cash
at the time of Closing; both the Purchaser and the Seller
represent and warrant that they have dealt with no other brokers
in connection with the transaction; the Purchaser indemnifies the
Seller against damage arising from any claims for commissions or
fees relating to the transaction.

If the transaction fails to close as a result of the Purchaser's
default (and the Seller is not likewise in default), the Seller's
sole remedy shall be the termination of the agreement and the
retention of the Deposit; if the transaction fails to close as a
result of the Seller's default (and the Purchaser is not in
default), the Deposit shall be returned to the Purchaser, and the
Purchaser's sole remedy will be specific performance or
termination of the Agreement.

Because the Debtors had originally obtained approval for the sale
of the Oracle Road Property pursuant to the Original Order, the
Oracle Road Property was not included in the real properties
covered by the Procedures Order. In the event the sale is not
consummated, the Court's authorization for the Debtors to sell
the Oracle Road Property pursuant to the procedures authorized
and approved by the Procedures Order will prevent the additional
legal fees and costs attendant to the drafting and filing of
additional motions.

Accordingly, the Debtors ask Judge Walrath to authorize the sale
of the Oracle Road Property as described in the motion and in the
event the proposed transaction is not consummated, to sell the
Property pursuant to the Procedures Order. (Vencor Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


VIDEO UPDATE: Jim Skelton Serving as Chief Restructuring Officer
----------------------------------------------------------------
Video Update, Inc. (OTCBB:VUPDA), announced this week that the
United States Bankruptcy Court has approved a cash collateral
financing agreement between the Company and its senior lender
group which creates a senior collateral pool for major film
studios that agree to furnish new release films and other
products on ordinary credit terms. Video Update, of St. Paul,
Minnesota, owns and operates more than 450 specialty retail video
stores. The Company filed for protection from creditors under
Chapter 11 in September, 2000. According to Video Update's Chief
Executive Officer, Daniel Potter, "this agreement will jump start
operations and enable us to implement a business plan that will
serve as the foundation for an expeditious exit from Chapter 11."

The Bankruptcy Court also approved an extension of the exclusive
period for Video Update to file a plan of reorganization and has
authorized the Company to retain James A. Skelton, a Principal of
the nationally recognized firm Crossroads, LLC as its Chief
Restructuring Officer.


WHEELING-PITTSBURGH: TECO Wants Relief to Enforce Maritime Lien
---------------------------------------------------------------
TECO Transport Corporation, through its subsidiaries, Electro-
Coal Transfer Corporation and Mid-South Towing Company, provide
cargo stevedoring and barge transportation services to Wheeling-
Pittsburgh Steel Corporation for the movement of certain cargoes
of iron ore pellets from Devant, Louisiana, to a point designated
by WPSC. TECO, by virtue of its carriage of goods on vessels, has
a valid maritime lien on certain cargoes of iron ore pellets. To
maintain and continue the perfection of its maritime lien, TECO
must maintain possession of the cargoes. TECO has therefore
requested that the Court hear this Motion on an accelerated basis
by issuing an Order which will authorize TECO to deliver the
cargoes in question to a port in close proximity to the Debtor's
designated port, or in the alternative, an order prohibiting the
WPSC or any of the Debtors from unloading the cargoes until
"adequate protection" is provided to TECO. In lieu of this
relief, TECO asked that the Court order WPSC to fully pay TECO
the freight charges before delivery of the cargoes. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WORLDTEX, INC.: Inks Lock-Up Pact with Noteholders' Committee
-------------------------------------------------------------
Worldtex, Inc. (OTC Bulletin Board: WTXI) entered into a lock-up
agreement with the members of an informal committee of
noteholders holding nearly two-thirds of the Company's 9-5/8%
Senior Notes regarding a restructuring of Worldtex's
capitalization. The lock-up agreement contemplates a
restructuring that will provide for a substantial reduction of
Worldtex's debt through cancellation of all of its outstanding 9-
5/8% Senior Notes in exchange for equity securities of Worldtex.
The agreement contemplates that trade creditors will be paid in
full and in accordance with Worldtex's existing practices.

Under the lock-up agreement, Worldtex will implement the
restructuring through a reorganization under Chapter 11 of the
Bankruptcy Code, which Worldtex expects to commence within the
next six weeks. At the time such proceedings are commenced,
Worldtex intends to file a plan of reorganization designed to
effect the restructuring contemplated by the lock-up agreement.
In addition, Worldtex and the members of the informal committee
have agreed to request immediate approval from the Bankruptcy
Court to pay amounts due to Worldtex's trade creditors arising
prior to filing for reorganization on ordinary terms during the
pendency of the proceedings. If such early payments are not
authorized, the lock-up agreement provides that pre-petition
claims of trade creditors will be paid in full upon effectiveness
of the plan of reorganization. Amounts payable to trade creditors
arising after commencement of the Chapter 11 case will be paid as
they come due.

The lock-up agreement provides that members of the informal
committee of noteholders will vote in favor of such plan of
reorganization. In addition, the agreement provides that such
noteholders will not exercise any remedies against Worldtex
attributable to defaults on the 9-5/8% Senior Notes arising since
December 15, 2000, including the failure to pay the interest due
on that date, as long as the lock-up agreement has not been
terminated.

The lock-up agreement may be terminated under certain
circumstances, including if Worldtex fails to take certain action
to implement the plan of reorganization by specified deadlines.

The restructuring contemplated by the lock-up agreement provides
that all outstanding principal and all accrued and unpaid
interest on the 9-5/8% Senior Notes (approximately $185,000,000)
will be canceled, in exchange for (i) 98% of newly issued common
stock in the Company, subject to dilution from employee options
and warrants to existing stockholders, and (ii) a new 12%
payment-in- kind preferred stock, in the aggregate face amount of
$30 million.

In addition, all existing common stock of Worldtex will be
canceled in exchange for (i) 2% of the new common stock, subject
to dilution from employee options and warrants and (ii) warrants
for 10% of the fully diluted new common stock, exercisable at a
price at which the holders of the 9-5/8% Senior Notes will have
received a 100% recovery on the principal amount of the Senior
Notes. By implementing this restructuring, the Company expects to
reduce total debt from approximately $201.6 million to
approximately $26.6 million. Additionally, the Company said that
the restructuring would reduce cash payments for interest on such
debt by $16.9 million per year.

To ensure that the Company has adequate working capital to
operate its business normally during the restructuring
proceedings, the Company has an agreement in principle with its
current bank lenders to provide debtor in possession financing
during pendency of the Chapter 11 case by rolling over the
Company's existing $40 million revolving credit facility and term
loan of $7.125 million. The Company is currently working with its
bank lenders in advance of the Chapter 11 filing to arrange the
terms of loan financing to be available to Worldtex upon
emergence from the Chapter 11 proceedings.

Barry D. Setzer, Chairman and Chief Executive Officer of
Worldtex, said: "We believe that this restructuring plan, which
is the product of over four months of discussions with the
informal committee of noteholders, will resolve Worldtex's
overleveraged situation. We are pleased and appreciative of the
strong support that the Company has received from the informal
committee of noteholders, as well as from our customers, vendors
and employees. Upon emergence from Chapter 11, the Company's
strong balance sheet will give us the flexibility to invest in
the Company's future. Additionally, because we have received
lock-up agreements from holders of nearly two-thirds of the
Senior Notes, we expect to emerge quickly from Chapter 11."

Robert A. Hamwee, a Managing Director of GSC Partners, the
largest holder of Worldtex's 9-5/8% Senior Notes and a member of
the informal committee, added: "We are pleased to have reached
this agreement with Worldtex, which we believe will provide
Worldtex with a more appropriate capital structure. We look
forward to participating in Worldtex's future successes as a
Worldtex stockholder." Mr. Hamwee noted that interested holders
of Worldtex 9-5/8% Senior Notes may contact him at (973) 437-1010
or the counsel to the informal committee of noteholders, Michael
J. Sage of Cadwalader Wickersham & Taft, at (212) 504-6240.

Worldtex is a market leader in the covered elastic yarn and
narrow elastic fabric markets throughout the Americas and Europe.
Worldtex supplies a broad range of component products to the
apparel, textile, home furnishings and specialty end-use markets.


* Meetings, Conferences and Seminars
------------------------------------

January 30, 2001
   Turnaround Management Association -- Florida
      Monthly Luncheon
         Centre Club, Tampa, Florida
            Contact: 1-561-885-1331 or tma@tmaflorida.org

February 8-10, 2001
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Adam's Mark Hotel, Denver, Colorado
            Contact: 1-703-739-0800 ot http://www.abiworld.org

February 22-23, 2001
   ALI-ABA
      Commercial Real Estate Defaults, Workouts,
      and Reorganizations
         Wyndham Palace Resort, Orlando
         (Walt Disney World), Florida
            Contact: 1-800-CLE-NEWS

February 25-28, 2001
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute I
          Marriot Hotel, Park City, Utah
             Contact: 770-535-7722 or Nortoninst@aol.com

February 28-March 3, 2001
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Hotel del Coronado, San Diego, CA
            Contact: 312-822-9700 or info@turnaround.org

March 4-6, 2001
   International Bar Association
      2001: An Insolvency Cyberspace Odyssey
         The Ritz Hotel, Lisbon, Portugal
            Contact: 011-440-20-7629-1206 or confs@int-bar.org

March 8-9, 2001
   ALI-ABA
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, California
            Contact: 1-800-CLE-NEWS

March 16, 2001
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 ot http://www.abiworld.org

March 28-30, 2001
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Healthcare Restructurings 2001
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

March 29-April 1, 2001
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton; Las Vegas, Nevada
            Contact: 1-770-535-7722 or Nortoninst@aol.com

April 19-21, 2001
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Pan Pacific Hotel, San Francisco, California
            Contact: 1-800-CLE-NEWS

April 19-22, 2001
   American Bankruptcy Institute
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

April 26-29, 2001
   COMMERCIAL LAW LEAGUE OF AMERICA
      71st Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: Comlawleag@aol.com

May 14, 2001
   American Bankruptcy Institute
      NY City Bankruptcy Conference
         Association of the Bar of the City of New York
         New York, New York
            Contact: 1-703-739-0800 ot http://www.abiworld.org

May 17-18, 2001
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel,
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
June 7-10, 2001
   American Bankruptcy Institute
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 ot http://www.abiworld.org

June 13-16, 2001
    Association of Insolvency & Restructuring Accountants
       Annual Conference
          Hyatt Newporter, Newport Beach, California
             Contact: 541-858-1665 or aira@ccountry.com

June 28-July 1, 2001
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact:  770-535-7722 or Nortoninst@aol.com

June 28-July 1, 2001
   American Bankruptcy Institute
      Hawaii CLE Program
         Outrigger Wailea Resort, Maui, Hawaii
            Contact: 1-703-739-0800 ot http://www.abiworld.org

July 12-15, 2001
   American Bankruptcy Institute
      Northeast Bankruptcy Conference
         Stoweflake Resort, Stowe, Vermont   
            Contact: 1-703-739-0800 ot http://www.abiworld.org

July 26-28, 2001
   ALI-ABA
      Chapter 11 Business Reorganizations
         Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS

August 1-4, 2001
   American Bankruptcy Institute
      Southeast Bankruptcy Conference
         The Ritz-Carlton, Amelia Island, Florida   
            Contact: 1-703-739-0800 ot http://www.abiworld.org

September 6-9, 2001
   American Bankruptcy Institute
      Southwest Bankruptcy Conference
         The Four Seasons Hotel, Las Vegas, Nevada   
            Contact: 1-703-739-0800 ot http://www.abiworld.org

September 14-15, 2001
   American Bankruptcy Institute
      ABI/Georgetown Program "Views from the Bench"
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

October 3-6, 2001
   American Bankruptcy Institute
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800 ot http://www.abiworld.org

November 29-December 1, 2001
   American Bankruptcy Institute
      Winter Leadership Conference
         La Costa Resort & Spa, Carlsbad, California
            Contact: 1-703-739-0800 ot http://www.abiworld.org

April 18-21, 2002
   American Bankruptcy Institute
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

June 6-9, 2002
   American Bankruptcy Institute
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 ot http://www.abiworld.org

December 5-8, 2002
   American Bankruptcy Institute
      Winter Leadership Conference
         The Westin, La Plaoma, Tucson, Arizona
            Contact: 1-703-739-0800 ot http://www.abiworld.org

April 10-13, 2003
   American Bankruptcy Institute
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

December 5-8, 2003
   American Bankruptcy Institute
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 ot http://www.abiworld.org

The Meetings, Conferences and Seminars column appears
in the TCR each Wednesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

                          *********

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
conferences@bankrupt.com.

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 Amazon.com.  Go to
http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrup
t 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, 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.

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