TCR_Public/010126.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, January 26, 2001, Vol. 5, No. 19


AMES DEPARTMENT: Moody's Confirms B3 Senior Bond Rating
ARCHIBALD CANDY: Moodys Puts Junk Rating on Senior Secured Notes
ARMSTRONG HOLDINGS: To Pay Customs Duties In Ordinary Course
BRADLEES: Landlord Objects to Groundlease Sale Motion
COMMODORE HOLDINGS: Knocked Off the Nasdaq

DAIMLERCHRYSLER: Kerkorian Dumps Stock as Chrysler Consumes Cash
DANA CORPORATION: Moody's Cuts Senior Rating to Baa3
DORSEY TRAILERS: Expects No Value Will Flow to Stockholders
eMD.COM: Court Approves Chapter 7 to 11 Conversion
FRUIT OF THE LOOM: Assumes & Amends Zellweger Service Agreements

GENESIS HEALTH: UST Objects to Hiring Saul Ewing Nunc Pro Tunc
GENESIS HEALTH: Reports Ticker Symbol Change on the NASDAQ
GOVWORKS INC.: To Sell Assets At Bankruptcy Auction
HARRAH'S ENTERTAINMENT: Moody's Rates New Senior Notes at Baa3
ICG COMMUNICATIONS: To Pay Assessments & Contractor Lien Claims

LERNOUT & HAUSPIE: Employing Vergels As Lead Belgian Counsel
LOEWEN GROUP: Agrees With Tuckers, et al., To Release Escrow Fund
LTV CORPORATION: Ordinary Course Professionals Can Collect $25K
MATTHEWS STUDIO: Completes Cash Asset Sale, Raising $14.5 Million
MEDIQ INCORPORATED: Reaches Agreement With Lenders & Bondholders

MEDIQ INCORPORATED: Case Summary & 6 Largest Unsecured Creditors
OWENS CORNING: Enters into Purchasing Card Agreement with BofA
OWENS CORNING: Reports Fourth Quarter and Full Year 2000 Results
QUAD SYSTEMS: Nasdaq Delists Common Stock
QUAD SYSTEMS: Bankruptcy Court Approves Congress DIP Facility

TIME WARNER: New Telecom Senior Notes Earn Moody's B2 Rating
TRANS WORLD: Northwest Airlines Expresses Interest
TRANS WORLD: American Airlines Proposes "Superior" Bid
TRANS WORLD: Seeks Nod On $15MM Employee Retention/Severance Plan
UNITED ARTISTS: Anschutz Wins Control

* BOOK REVIEW: WHY COMPANIES FAIL: Strategies for Detecting,
  Avoiding and Profiting from Bankruptcy


AMES DEPARTMENT: Moody's Confirms B3 Senior Bond Rating
Moody's Investors Service confirmed the debt ratings of Ames
Department Stores, Inc. and its subsidiary, Hills Stores Co.,
following the announcement that the company had secured a three-
year $800 million credit facility to replace its existing $600
million facility. The following ratings were confirmed:

For Ames Department Stores:

     * Senior implied rating at B2;

     * $200 million senior unsecured guaranteed notes due 2006
       at B3;

     * Senior unsecured issuer rating of Caa1.

For Hills Stores Co.:

     * $50 million senior unsecured notes due 2003 at Caa1.

The B1 rating of Ames' existing $600 million secured revolving
credit facility will be withdrawn when the facility terminates.

The rating outlook on all debt remains stable. The new facility
provides an additional liquidity cushion to help Ames withstand a
less robust economic environment and vagaries of weather and

The ratings reflect high expected debt levels at year end, modest
coverage levels, and the likelihood that Ames will find it
difficult to reduce debt in what is expected to be a challenging
retail environment. The ratings are supported by Ames' proactive
management initiatives and its clearly segmented market niche.

Moody's believes that Ames could have modest net positive cash
flow in 2001, but that the company may not be able to
substantially improve its financial condition unless there
is a very large improvement in the operating environment. Moody's
expects the liquidation of Bradlees and Montgomery Ward could
have a negative short term impact, but will ultimately work to
Ames' benefit.

Ames has announced significant plans which will aid it in
conserving cash during 2001, including closing unproductive
stores and curtailing growth. Nonetheless, Moody's expects
Ames' business environment will remain difficult due to changes
in consumer confidence, continued high gas and heating costs, and
ongoing competitive challenges. In 2000, Ames and other chains in
its geographic area faced additional difficulties due to
unseasonable weather throughout much of the year. The ratings
incorporate the uncertainty of the effect such external factors
may have on the company's future performance.

Ames Department Stores, headquartered in Rocky Hill, Connecticut,
operates 486 discount department stores primarily in the
Northeast and Central parts of the U.S. Revenues were $3.8
billion for the year ended February 2000.

ARCHIBALD CANDY: Moodys Puts Junk Rating on Senior Secured Notes
Archibald Candy Corporation received junk ratings this week from
Moody's Investors Services on its outstanding Senior Secured
Notes. Moody's did not provide detailed information concerning
its credit rating. Specifically, Moody's (a) downgraded Archibald
Senior Secured Notes to Caa2, (b) gives the cancy company a Caa3
long-term issuer rating and (c) rates the Company's Senior
Secured Bank Credit Facility at B3.

ARMSTRONG HOLDINGS: To Pay Customs Duties In Ordinary Course
Armstrong World Industries, Inc., Nitram Liquidators, Inc., and
Desseaux Corporation of North America sought and obtained
authority from Judge Farnan to pay certain pre-petition customs
duties and to continue to pay the same when due in the ordinary
course of their business.

In the ordinary course of its businesses involving the design,
manufacture, and sale of interior finishings, floor coverings and
ceiling systems, AWI imports into the United States finished
goods manufactured overseas by its foreign affiliates and third
party vendors, as well as raw materials purchased from foreign
suppliers and used by AWI and its subsidiaries and divisions in
their domestic manufacturing operations. All such merchandise is
subject to certain customs import duties imposed by the laws of
the United States.

To effectuate the release of the imported goods, AWI is obligated
to pay third-party freight charges, storage charges and port
charges. Prior to the Petition Date, AWI engaged Expeditors
International and other customs brokers and agents to obtain
possession of the imported goods and process such goods with the
United States Custom Service so that the goods can be
expeditiously released and delivered to the Company's domestic
manufacturing plants, facilities and distribution centers.
Generally, AWI pays brokers various fees based on contractual
rates adjusted for the type of goods or merchandise being
transported. The brokers' fees typically are paid as AWI is
invoiced by the brokers, based upon the aggregate amount and
frequency of imported goods clearing customs.

When imported goods arrive in the United States, thereby giving
rise to the imposition of the customs duties, the brokers and the
U.S. Customs Service mutually determine the customs duties owing.
Under the standard business practices of AWI employed prior to
the Petition Date, AWI effects payment of the customs duties by
one of two methods: either by issuance of a manual check or wire
transfer directly to the U. S. Customs Service on account of a
given shipment of imported goods, or reimbursement by check or
wire transfer of funds to the applicable broker who has paid
customs duties on AWI's behalf. Foreign transport charges
relating to the imported goods are also paid by AWI, either to
the applicable service provider or to the broker arranging or
providing such services. AWI subsequently pays the corresponding
brokers' fees to the respective brokers in connection with these
transactions. AWI estimates that, as of the Petition Date, it
owes accrued and unpaid prepetition customs duties in the amount
of $6,000 and import charges aggregating approximately $14,000.
The payment procedures described in connection with customs
duties and import charges eliminate what otherwise might be
prolonged customs clearance periods an procedures, as well as the
accompanying necessity of engaging expensive import warehousers
to store the imported goods, and result in the expeditious
release of imported goods to AWI after their arrival into

The uninterrupted flow of finished goods and raw materials is
critical to AWI's business operations. A significant portion of
AWI's finished goods and raw materials for production are ordered
from foreign affiliates or vendors and imported into the United
States. Failure to satisfy customs duties that are accrued and
unpaid as of the Petition Date will result in refusals by the
Customs Service to clear currently unreleased and future
shipments of imported goods. Agreeing with these arguments, Judge
Farnan granted this Motion. (Armstrong Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service, Inc., 609/392-0900)

BRADLEES: Landlord Objects to Groundlease Sale Motion
Developers Diversified Realty Corporation ("DDR") (NYSE: DDR)
announced that on January 22, 2001 it filed an objection to the
sale motions associated with the disposition of leasehold
interests held by Bradlees.

Bradlees filed for relief under Chapter 11 of the Bankruptcy Code
on December 26, 2000. Shortly thereafter, Bradlees filed sale
motions with the bankruptcy court for authority to sell its
leasehold interests. These interests include a groundlease
located at Shoppers World, a retail shopping center located in
Framingham, Massachusetts. The center is owned in a joint venture
by DDR and DRA Advisors and managed by DDR.

In its objection, DDR cited binding use restrictions, which
require the occupant to be both an affiliate of Stop & Shop
(Bradlees' former parent) and a general merchandise retailer. The
Bankruptcy Court had previously recognized these use restrictions
in connection with Bradlees' 1995 bankruptcy case. DDR stated it
is entitled to adequate assurance that any assignment of
Bradlees' interest must be consistent with the existing use
restrictions. DDR also objected that the Bankruptcy Court's lease
auction procedures did not permit parties-in-interest, such as
DDR, to bid for the right to terminate Bradlees' leasehold
interests and ultimately gain control of the leasehold. A hearing
on the sale motions and DDR's objection was held on Thursday,
January 25, 2001.

Developers Diversified Realty currently owns and manages 265
shopping centers totaling over 60 million square feet of real
estate in 41 states. DDR is a self-administered and self-managed
real estate investment trust (REIT) operating as a fully
integrated real estate company which develops, leases and manages
shopping centers. You can learn more about DDR on the internet at

COMMODORE HOLDINGS: Knocked Off the Nasdaq
Commodore Holdings Limited (Nasdaq:CCLNQ), the Hollywood, Florida
based cruise operator that filed for protection under Chapter 11
of the United States Bankruptcy laws on December 27, 2000,
announced that its securities were delisted from the Nasdaq
National Market effective January 22, 2001.

The delisting results from the Company's failure to meet the
minimum bid price of $1.00 and the minimum market value of public
float of $5,000,000. Nasdaq halted trading in Commodore's
securities on December 27, 2000 in connection with its bankruptcy
filing, and trading was not resumed prior to the delisting date.
Following the delisting, trading is likely to resume on the OTC
Bulletin Board depending on interest in the Company's securities
by market makers. The Company has not yet been advised by any
market makers that they intend to make a market for the Company's

Since its bankruptcy filing, Commodore has returned all but one
of its ships and all of their passengers to port and is in the
process of repatriating all non-essential crew to reduce costs
while it develops its plan of reorganization. The Universe
Explorer is on long-term charter, and will continue to operate
unaffected by the bankruptcy petition. Commodore has also reduced
its management and shore side personnel from approximately 120 to
18 during the reorganization process to conserve cash. Contrary
to some media reports, Commodore believes that its reorganization
plans are too preliminary at this stage for it to estimate when
or if it will resume operations.

In Commodore's initial petition filed with the bankruptcy court,
it reported total assets of approximately $33 million and total
debts of approximately $12 million. Although the reported value
of Commodore's assets exceed its debts, preliminary indications
suggest that it is unlikely that Commodore's common stockholders
will receive any value in a reorganization of the Company.

DAIMLERCHRYSLER: Kerkorian Dumps Stock as Chrysler Consumes Cash
Billionaire investor Kirk Kerkorian reportedly has sold off half
his stake in DaimlerChrysler amid reports that the automaker is
preparing to lay off 21,000 employees and shut down six North
American plants, according to UPI. The reported move reduces
Kerkorian's holdings in the German-American automaker to about 17
million shares. The Wall Street Journal reported Tuesday that
Kerkorian had sold 10 million shares around Jan. 12 for more than
the $42 at which it was trading and sold an additional 6 million
shares several weeks earlier, but it was unclear how much he
received for those shares.

The sales follow an $8 billion federal court suit filed by
Kerkorian's Tracinda Corp., accusing executives of Daimler-Benz
AG of lying to shareholders when they failed to describe their
1998 acquisition of Chrysler as a takeover. The suit seeks $6
billion in punitive damages and the breakup of DaimlerChrysler.
The company has called the suit baseless.

DaimlerChrysler stock has fallen from $108 a share in January
1999 to about $40 when Kerkorian filed his suit, in part because
of problems in the Chrysler unit, which is expected to lose $1.2
billion for the fourth quarter. The unit lost $512 million in the
third quarter. Chrysler President Dieter Zetsche is expected to
outline a restructuring plan next month and take a $2 billion to
$3 billion charge to pay for it, but the company denies it is
considering spinning off Chrysler or its money-losing passenger
car operations. Two weeks ago DaimlerChrysler told analysts it
had used up its cash reserve of about $5.5 billion because of
acquisitions and losses at Chrysler. (ABI World, January 24,

DANA CORPORATION: Moody's Cuts Senior Rating to Baa3
Moody's Investors Service downgraded the senior debt ratings of
Dana Corporation and its wholly owned subsidiary, Dana Credit
Corporation (DCC), to Baa3 from Baa2, and the companies' short-
term debt ratings to Prime-3 from Prime-2. All ratings remain
under review for possible further downgrade. The downgrades are
prompted by increasing concern regarding the near-to-intermediate
term outlook for Dana's earnings and cash flow in light of the
continuing erosion of automotive and heavy truck demand. The
continuing review will focus on the development of production
schedules and pricing demands by the OEMs and how Dana's margins,
cash flow generation, and liquidity will be impacted. Timing of
assets sales and execution of financing plans will be assessed
and will be a critical part of the review process.

While noting the strength of Dana's market position as a broad-
based vehicle component supplier, Moody's believes that the
rapidly weakening fundamentals in the company's base businesses
will result in lower cash flow generation in the intermediate
term. This will weaken debt protection measures and could
challenge the company's current plans for funding capital
expenditures, refinancing maturing debt, and maintaining
appropriate levels of liquidity. The rating agency added
that the timing of and debt reduction from further asset sales is
uncertain and at the same time debt levels remain elevated.

Ratings downgraded and under review for possible further
downgrade are:

     Dana Corporation -- long-term debt ratings for notes and
industrial revenue bonds to Baa3 from Baa2; and short-term debt
rating to Prime-3 from Prime-2.

     Dana Credit Corporation -- long-term debt rating for MTNs to
Baa3 from Baa2; and short-term debt rating to Prime-3 from Prime-
2. Both long-term and short-term debt obligations of DCC are
supported by a formal Support Agreement between Dana Corporation
and Dana Credit Corporation.

Dana is the one of the largest independent suppliers of vehicle
components to diverse end markets including the auto, truck, and
off-highway equipment industries. It also has a significant
market position as an aftermarket manufacturer, which was
enhanced by its Echlin merger. However, during the last half of
2000, the company reported weak third quarter financial results.
Moody's expects lower financial results for the fourth quarter as
well, driven mainly by reduced volumes in heavy trucks, light
vehicles and the auto aftermarket. In the aftermarket, industry
wide overcapacity combined with delays in consolidating Dana's
engine controls warehouse network led to reduced profitability.
In the OEM business, Dana's inability to reduce costs at a pace
sufficient to keep up with the rapidly eroding production
schedules for light trucks, SUV's and heavy trucks, has led to
margin erosion and deteriorating cash flows. In the near-term,
North American vehicle production rates are trending down below
sixteen million units, while heavy truck builds are anticipated
to be about 160,000. As a result, the rating agency anticipates
further weakness in Dana's operating performance for at least the
first three quarters of 2001.

The rating agency also noted that over the past several years,
Dana has returned significant funds to shareholders through
dividends and share repurchases, and has also invested to build
its businesses through selective acquisitions. While asset sales
have provided a portion of the funding for these transactions,
the company's overall level of indebtedness has increased, and
financial leverage is relatively high in the face of a potential
downturn in the business cycle. At the end of the third quarter,
the company's book leverage, treating DCC as an equity investment
was around 52%. After incorporating operating leases and
adjusting for the double leverage associated with DCC, adjusted
debt to capital would exceed 60%. Based on recent operating
results, Moody's estimates that retained cash flow/total debt
will fall below 20% for the year 2000 and absolute debt levels
are high.

Dana Corporation, headquartered in Toledo, OH, is a global leader
in the engineering, manufacture and distribution of products and
services for the automotive, engine, heavy truck, off-highway,
industrial and leasing markets. Dana Credit Corporation is a
wholly owned leasing and finance subsidiary of Dana Corporation.

DORSEY TRAILERS: Expects No Value Will Flow to Stockholders
As previously announced, Dorsey Trailers, Inc. (OTC Bulletin
Board: DSYT) (the "Company") filed a voluntary petition for
Relief under the provisions of Chapter 11 of the U.S. Bankruptcy
Court for the Middle District of Alabama, Montgomery, Alabama
(Bankruptcy Case No. 00-6792-WRS). Chapter 11 allows the Company
to remain debtor-in-possession of its assets and business while
being subject to the supervision and orders of the Bankruptcy
Court for certain transactions or actions. Pursuant to the
Bankruptcy Code, the Company, as debtor and debtor- in-
possession, will continue to manage and operate the assets and
business, pending the confirmation of a plan of reorganization
and subject to the supervision and orders of the Bankruptcy

As previously announced, the Company has entered into an
exclusive agreement with Equity Partners of Maryland ("EPI"), an
enterprise specializing in turnarounds, sales and refinancings,
and liquidations of financially troubled companies. Pursuant to
the agreement, EPI shall assist the Company in refinancing or
efforts to seek a joint venture partner, sell, lease or otherwise
dispose of the Company's business as a going concern and/or some
or all of the Company's interest in the assets of the debtor's
estate. This exclusive agreement expires sixty days from its
approval by the U.S. Bankruptcy Court.

Marilyn R. Marks, Chairman of the Board of Directors of the
Company issued the following statement: "EPI has received
numerous inquiries from interested parties and is assisting the
Company in exploring all possibilities for a sale of part or all
of its assets. Given the current market conditions of the truck
trailer industry, we believe that it is extremely unlikely that
the Company will be able to obtain the true market value of the
assets. Accordingly, the proceeds of a sale of the Company's
assets after payment of secured creditors and administrative
claims would not be sufficient to satisfy the claims of the
Company's unsecured creditors. As such, it is probable that there
will be nothing available for distribution to the Company's

Dorsey Trailers, Inc. was in the business of designing,
manufacturing, and marketing one of the broadest lines of high
quality, customized truck trailers through three plants located
in Alabama, Georgia, and South Carolina

eMD.COM: Court Approves Chapter 7 to 11 Conversion
BioShield Technologies, Inc., (Nasdaq: BSTI) announced the motion
to move from chapter 7 bankruptcy into chapter 11
bankruptcy has been officially granted by the court. This will
allow BioShield to pursue inquiries it has received for the
licensing of the application including accepting a
license fee with royalty payments over the life of the product or
selling off all of eMD's assets. The placement of into
chapter 11 results in BioShield Technologies, Inc. reporting a
net tangible asset gain of approximately $5.6 million

FRUIT OF THE LOOM: Assumes & Amends Zellweger Service Agreements
Aliceville Cotton Mill Inc., Fayette Cotton Mill Inc., Union Yarn
Mills Inc., Leesburg Yarn Mills Inc., Rabun Apparel Inc., and
Martin Mills Inc., are parties to service agreements with
Zellweger Uster Inc. Zellweger Uster is a manufacturer of testing
equipment installed in Fruit of the Loom, Ltd. yarn manufacturing
facilities. The facilities are located in Aliceville, Fayette,
Jacksonville and Leesburg, Alabama; Williamston, North Carolina;
and Rabun Gap Georgia. The testing equipment plays an essential
role in monitoring the Fruit of the Loom yarn manufacturing
operations by ensuring that yarn is produced within the required
specifications for fabric production. The regular testing of the
yarn producing equipment avoids costly and unnecessary production
shutdowns by enabling the facilities to correct problems
immediately. The absence of this equipment would negatively
impact Fruit of the Loom's overall manufacturing process. Since
Zelleweger is the only servicer of its yarn testing equipment,
each Fruit of the Loom facility has entered into an agreement to
ensure timely service and repair of the testing equipment. For
example, some equipment names attached to the motion are Tester
1B/1C Spectograph and Tester 1B/1C Imperfection Indicator.

Accepting the Debtors' business judgment in the matter, Judge
Walsh grants permission for Fruit of the Loom to assume the
service agreements, as amended to extend the terms of the service
agreements and to pay the cure amount. The cure payment agreed to
by the parties to cure all monetary defaults and pay all actual
pecuniary losses is $95,141.61. It consists of unpaid charges for
service and replacement parts accruing prior to the petition
date. There are no amounts due and unpaid for services provided
by Zelleweger during the period since the petition date. (Fruit
of the Loom Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GENESIS HEALTH: UST Objects to Hiring Saul Ewing Nunc Pro Tunc
The Official Committee of Unsecured Creditors of The Multicare
Companies, Inc. sought the Court's authority to retain and employ
Saul Ewing LLP as local counsel for the Committee in the Genesis
Health Ventures & The Multicare chapter 11 cases, nunc pro tunc
to July 11, 2000.

The Committee seeks to retain Saul Ewing as its Delaware counsel
because of the firm's extensive experience and knowledge in the
field of debtors' and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code and
because of its expertise, experience, and the firm's knowledge
practicing before the Bankruptcy Court, as well as its proximity
to the Court, and its ability to respond quickly to emergency
hearings and other emergency matters in the Court. The Committee
believes that Saul Ewing's appearance before the Court for the
various applications, motions, and matters in the Multicare
Chapter 11 proceeding will be efficient and cost effective. The
Committee also believes that the KBT&F and Saul Ewing attorneys
are well qualified and uniquely able to represent it in the
Multicare Chapter 11 cases.

In addition to Saul Ewing, by separate application, the Committee
retained, pursuant to section 327(a) and 1103 of the Bankruptcy
Code, the law firm KBT&F as its primary counsel. The Committee
submits that KBT&F and Saul Ewing have discussed a division of
responsibilities regarding representation of the Committee, and
will make every effort to prevent any needless duplication of
effort by the two law firms.

Subject to Court approval in accordance with Section 330(a) of
the Bankruptcy Code, compensation will be payable to Saul Ewing
on an hourly basis, plus reimbursement of actual, necessary
expenses incurred by the law firm. The attorneys and paralegals
presently designated to represent the Committee and their current
standard hourly rates are:

     (a) Norman L. Pernick (partner)             $375 per hour
     (b) Mark Minuti (partner)                   $315 per hour
     (c) J. Kate Stickles (special counsel)      $250 per hour
     (d) Tara L. Lattomus (associate)            $220 per hour
     (e) Pauline Zenner (paralegal)              $115 per hour
     (f) Robin Boyd (paralegal)                  $105 per hour

Other attorneys and paralegals may from time to time serve the
Committee in connection with the matters pursuant to the
Committee's retention of Saul Ewing.

Consistent with the firm's policy to charge its clients in all
areas of practice for all other expenses incurred in connection
with the client's case, the firm will charge the Committee
expenses telephone and telecopier toll and other charges, mail
and express mail charges, special or hand delivery charges,
photocopying charges at the rate of $.l5 per page, travel
expenses, expenses for "working meals," computerized research,
transcription costs, as well as non-ordinary overhead expenses
such as secretarial and other overtime etc.

The professional services that Saul Ewing will render to the
Committee include, but shall not be limited to:

     (1) providing legal advice with respect to the Committee's
         rights, powers and duties in the cases;

     (2) the preparation on behalf of the Committee of all
         necessary applications, answers, forms of orders,
         reports and other legal papers;

     (3) the representation of the Committee in matters involving
         contests with the Debtors, alleged secured creditors and
         other third parties; and

     (4) the negotiation of consensual plans of reorganization.

Mr. Mark Minuti, Partner in the firm of Saul Ewing LLP, discloses
that Saul Ewing represented certain of the Debtors' noteholders
prior to the formation of the Committee but withdrew from this
representation upon formation of the Committee. A search through
the firm's client database in connection with the Committee's
proposal for its retention shows that Saul Ewing also represents
Chase Equipment Leasing, Chase Manhattan Trust Company, A.I.
Credit Corp., CNA Insurance, Official Committee of Unsecured
Creditors of Sun Healthcare et al., Hill-Rom Company, Inc., David
Benson, T-up and Rx Specialists d/k/a Kay's Pharmacy, but, such
representation is in matters wholly unrelated to Multicare's
cases, Mr. Minuti submits. Mr. Minuti also notes in his affidavit
that prior to 1997, Saul Ewing represented Concord Health Group
in general matters, and in 1998, Saul Ewing represented Genesis
Healthcare in connection with a land use matter in West Bradford
Township, Chester County, Pennsylvania.

Mr. Minuti submits that other than what is revealed in his
affidavit, as far as he is able to ascertain, the partners,
counsel and associates of Saul Ewing do not have any connection
with the Debtors, the Debtors' creditors, or any other party in
interest, or its respective attorneys and accountants, and
pursuant to 11 U.S.C. section 1103(b), do not represent any other
entity having an adverse interest in connection with the
Multicare cases.

Mr. Minuti submits that Saul Ewing is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

However, the United States Trustee objects to the Committee's
request to retain Saul Ewing LLP nunc pro tunc to July 11, 2000
because the Committee has not averred "extraordinary
circumstances" which would warrant such relief. The UST cites In
re F/S Airlease II, Inc., 844 F.2d 99 (3d Cir. 1988), cert.
denied, 488 U.S. 852 (1988); In re Arkansas Co., 796 F.2d 645 (3d
Cir. 1986). (Genesis/Multicare Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENESIS HEALTH: Reports Ticker Symbol Change on the NASDAQ
Genesis Health Ventures, Inc. announced that its stock symbol has
temporarily changed from ghviq.ob to ghvie.ob due to NASDAQ
regulations which require a change in symbol when a Securities
and Exchange Commission (SEC) deadline is missed.

In December, Genesis advised the SEC it would file Form 10K late.
The company reports that it expects to file Form 10-K with the
SEC in February 2001. Accordingly, Genesis also received a waiver
under its debtor-in-possession credit facilities from the 90-day
requirement for delivery of audited financial statements.

NASDAQ advised Genesis that stockholders may have trouble
accessing quotes under the new symbol until Internet search
engines update their ticker symbol links.

Genesis Health Ventures, Inc. provides eldercare in the eastern
United States through a network of Genesis ElderCare skilled
nursing and assisted living centers, plus long term care support
services nationwide, including pharmacy, medical equipment and
supplies, rehabilitation, group purchasing, consulting and
facility management.

GOVWORKS INC.: To Sell Assets At Bankruptcy Auction
On February 2, 2001 at 11:00 a.m., a hearing will be held before
the Honorable Arthur J. Gonzalez, United States Bankruptcy Judge,
at the Alexander Hamilton United States Custom House, One Bowling
Green, New York, New York 10004, in courtroom 617, to consider
the application of govWorks, Inc. for an order authorizing and
approving the bid (made subject to higher and better bids) of
eONE Global LP and American Management Systems, Incorporated for
the sale of the assets comprising the Debtor's transaction
processing business, free and clear of all liens, claims,
encumbrances and interests, and authorizing the assumption and
assignment of certain executory contracts and unexpired leases of
the Debtor . Pursuant to an asset purchase agreement on file with
the Bankruptcy Court , the Buyers have agreed to pay an estimated
purchase price of $2.5 million including certain assumed
obligations of the Debtor.

By order dated January 19, 2001 the Bankruptcy Court approved
certain bidding and auction procedures , including a break-up fee
and over-bid protections for the benefit of the Buyers, and
scheduled an auction for February 1, 2001 at 12:00 Noon at the
offices of Debtor's counsel, Salomon Green & Ostrow, P.C., 485
Madison Avenue, 20th Floor, New York, New York 10022 (the
"Auction"). Parties interested in participating in the February
1, 2001 Auction must submit bids to Debtor's counsel (which bids
must conform with the Bid Procedures), no later than 5:00 p.m.
EST on January 30, 2001. Copies of all relevant documents,
including the Procedures Order and Bid Procedures attached
thereto, may be obtained electronically by accessing the website
for the United States Bankruptcy Court for the Southern District
of New York at: case number for
the Debtor's chapter 11 case is 01-10113 (AJG).

The Debtor is a privately-held company, formed in 1998, to
provide eGovernment services to private citizens and businesses,
such as on-line payment of taxes, utility bills and parking
tickets. The Debtor generates a majority of its revenues by
charging governments for implementation of the govWorks program.
Clients pay for the products through a combination of development
fees, monthly maintenance fees, and transaction-based fees that
may be paid by the government, the private citizen using such
service, or both.

As is more fully described in the Asset Purchase Agreement, the
Debtor is selling or assigning the assets used in connection with
its transaction processing business, including without
limitation: all computer software and related documentation;
rights under third-party software license and service agreements;
patents, patent applications and associated intellectual
property; trademarks, servicemarks and trade and domain names
(including govWorks and; all intellectual property
owned by the Debtor in connection with its eCity offering; and
other tangible and intangible assets, property, rights and

Bidders interested in making higher and better bids must adhere
to the Bid Procedures approved in the Procedures Order. All
parties interested in making bids should contact the Debtor's
counsel, Nicholas F. Kajon, Esq., Salomon Green & Ostrow, P.C.,
485 Madison Avenue, New York, New York 10022,,
tel: (212) 319-8500, fax: (212) 319-8505. All bidders shall have
and be deemed to have had the opportunity to examine and review
all relevant documents relating to the Acquired Assets prior to
making offers, and shall be deemed to acknowledge that they rely
solely upon their own independent review, investigation and
inspection of the documents and the Acquired Assets in making
offers. No bidder shall be entitled to make any claim against the
Debtor or the estate for fees, expenses or costs or to assert any
claim that it is entitled to any payment or claim by reason of
its having made a bid or participated in the Auction.

All parties to the so-called "Section 365 Assumed Rights" must
file with the Bankruptcy Court and serve upon the Debtor's
counsel a statement of the amount, if any, necessary to cure any
pre- or post-petition default under the respective Section 365
Assumed Right, including all available supporting documentation
and calculations, so as to be received no later than January 30,
2001 at 5:00 p.m. EST. Any such party that fails to timely file
and serve such a statement will be deemed to have consented to
the assignment of its respective Section 365 Assumed Rights
without the need to cure arrearages, if any.

All parties asserting a security interest in any of the Acquired
Assets are required to file with the Bankruptcy Court and serve
upon the Debtor's counsel a detailed statement of the nature of
their security interest, the specific statement of their
collateral, and proof thereof, so as to be received no later than
January 26, 2001 at 5:00 p.m. EST. Any such party that fails to
timely file and serve such a statement will be deemed to have
consented to the transfer of the Acquired Assets free and clear
of all liens, claims and encumbrances and waived the right to
assert any security interest in the alleged collateral.

Objections, if any, to the relief to be sought at the Sale
Hearing, shall be served and filed so as to be received no later
than close of business on January 30, 2001. If no objection to
the Application is filed and served on or before the Objection
Deadline, the Bankruptcy Court, in its discretion, may cancel the
Sale Hearing, approve the sale to the Buyers (or to such other
bidder whose bid conforms to the Bidding Procedures and is the
highest and best bid) and grant all or any portion of any other
relief requested in the Motion. The Bankruptcy Court may further
adjourn the Sale Hearing without any further notice other than an
announcement at the Sale Hearing.

HARRAH'S ENTERTAINMENT: Moody's Rates New Senior Notes at Baa3
Moody's assigned a Baa3 rating to Harrah's new $500 million
senior unsecured note offering and confirmed the company's
existing ratings. The rating outlook is stable. The ratings
reflect the company's geographic diversity, its brand name
identity, the recently announced special charges in connection
with its investments in Harrah's New Orleans, and National Air,
as well as its leveraged balance sheet. Moody's expects that debt
protection measures will be restored before further large
acquisitions or substantial share repurchases are undertaken,
particularly given the deterioration in debt protection measure
in 2000, and the uncertain economic outlook.

Ratings Assigned:

Harrah's Operating Company, Inc.

   * Senior unsecured bank credit facility at Baa3.

   * Shelf registration for senior unsecured debt at (P) Baa3.

   * Shelf registration for preferred stock at (P) "ba2".

   * Senior subordinated notes at Ba2.

   * Commerical paper at Prime-3.

Harrah's Entertainment, Inc.

   * Shelf registration for senior unsecured debt at (P) Baa3.

   * Shelf registration for preferred stock at (P) "ba2".

The proceeds from the new debt issue will be used repay existing
outstandings under the company's bank facilities thereby
improving the maturity profile of its debt. The issuer is
Harrah's Operating Company, Inc., and the guarantor is the
holding company, Harrah's Entertainment, Inc.

Harrah's ratings reflect the company's geographic diversity that
mitigates the risk of economic or competitive threats in any
given market, as well as the success of the company's loyalty
program that targets avid multi-market customers. This strategy,
and the company's state-of-the-art technology that supports it,
should enable the company to drive same store sales as the
industry transitions from high to the more modest growth patterns
of a maturing industry. The ratings have also incorporated the
company's financial exposure to the casino in New Orleans, and to
National Airlines which both filed for bankruptcy protection
recently. The company's debt protection measures deteriorated in
2000 due to increased debt levels incurred to finance its
acquisition of Players International, and to finance its payment
obligations in connection with Harrah's New Orleans. Moody's
expects Harrah's to structure any continued involvement in New
Orleans in a manner that substantially reduces the probability of
additional funding of contingent liabilities in the future.

The rating outlook is stable reflecting Harrah's diversification
and its stable position in most of the gaming markets in which it
competes. However, debt to EBITDA of 3.9x and EBITDA to interest
of 3.5x are weak for the rating category particularly given the
industry's dependence on the discretionary spending habits of its
customers, as well as competitive conditions within the industry
as limited prospects for the legalization of gambling in new
jurisdictions and the near saturation of existing markets will
limit growth. Moody's expects the company to improve its debt
protection measures through increasing EBITDA and the application
of free cash flow to reduce debt.

Harrah's Entertainment, Inc., headquartered in Las Vegas, owns or
manages 21 casinos in 17 U.S. markets.

ICG COMMUNICATIONS: To Pay Assessments & Contractor Lien Claims
ICG Communications, Inc. presented a Motion requesting authority
to pay (1) certain critical prepetition shipping, warehousing and
distribution chares; (2) certain federal, state and municipal
regulatory and business license assessments in the ordinary
course of business, and (3) certain contractors in satisfaction
of perfected or potential mechanics' or similar liens or
interests in the ordinary course of business.

In granting this Motion, Judge Robinson authorized, but did not
direct, that the Debtors pay, in their sole discretion, certain
shipper, regulator and contractor claims incurred in the ordinary
course of the Debtors' businesses. Any shipper, warehouseman,
distributor or contractor who accepts payment under the Court's
Order will be deemed to have accepted the terms of the Order, and
shall have agreed to continue to provide postpetition goods and
services to the Debtors on ordinary and customary trade terms as
in effect prior to the Petition Date. Should any person or entity
accept payment under the Order, and then refuse to continue to
provide ordinary and customary trade terms, the payment will be
deemed a postpetition transfer recoverable by the Debtors upon
written request, and upon recovery, any prepetition claims will
be reinstated as if the payment had not been made. Any person or
entity wishing to contest this may make a written request to the
Debtors to schedule a hearing, which will be set by the Debtors
for the next regularly scheduled omnibus hearing date occurring
more than 10 days after the date of the request. (ICG
Communications Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LERNOUT & HAUSPIE: Employing Vergels As Lead Belgian Counsel
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.
presented an application seeking the Court's authority and
approval of their employment of Vergels Advocaten retroactively
to the Petition Date as its lead counsel in Belgium and to
represent them as special counsel for litigation, mergers and
acquisitions corporate and securities matters, and as counsel in
Belgium. The firm would also represent the Debtors in local law
issues that may arise in Belgium during the pendency of these

The services to be rendered by Vergels Advocaten are:

     (a) general corporate matters;

     (b) securities matters;

     (c) matters for which local counsel may be necessary in

     (d) litigation matters related to the concordat and chapter
         eleven situation vis-.-vis creditors and shareholders;

     (e) such other matters as the Debtors may request from time
         to time.

The current rates for Vergels Advocaten are:

     Partners            $ 250 to $400
     Associates          $ 100 to $200

These rates may change from time to time.

Joan Dubaere of the firm has averred that to the best of her
knowledge Vergels Advocaten has not represented the Debtors prior
to the filing of the concordat petition, and does not represent
or hold any interest adverse to the Debtors or the estates with
the matters on which Vergels Advocaten is to be employed, and has
no relationships with any parties in interest in the case.
(L&H/Dictaphone Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LOEWEN GROUP: Agrees With Tuckers, et al., To Release Escrow Fund
In connection with an Asset Purchase Agreement pursuant to which
The Loewen Group, Inc. purchased all of the assets of the Sellers
used in connection with their management of Mormon Coulee
Memorial Park (the Cemetery), LGII on December 15, 1997, entered
into an Escrow Agreement with Richard L. Tucker, Donna J. Tucker
and Richard D. Cody (the Sellers) and Kepley, Gilligan & Eyrich,
an Ohio legal professional association, the Escrow Agent.

Under the terms of the Escrow Agreement, the Sellers and LGII
placed Escrow Funds equal to $37,000 of the purchase price of the
Assets with the Escrow Agent pending the resolution of certain
matters. The Escrow Funds were set aside to cover the cost of

     (1) The encroachment of a maintenance shed onto neighboring

     (2) The resolution of certain problems with the septic
         system servicing the Cemetery as identified in the Phase
         I and Phase II environmental, audits performed at the
         Cemetery; and

     (3) The removal of certain solid waste disposed at the
         Cemetery as identified in the Phase I and Phase 11
         environmental audits performed at the Cemetery (the
         Remediation Projects).

Pursuant to the Escrow Agreement, the Sellers and LGII agreed to
instruct the Escrow Agent, upon the satisfactory resolution of
the Remediation Projects, to release that portion of the Escrow
Funds to LGII for completing the Remediation Projects, and the
remainder to the Sellers.

LGII has satisfactorily completed the Reinediation Projects and
has submitted invoices totaling $8,603 to the Sellers
accordingly. The Sellers filed proofs of claim numbered 4212 and
8947, each in the amount of $37,000 in the Debtors' chapter 11
cases. The Sellers do not dispute that LGII is entitled to $8,603
of the Escrow Funds as reimbursement for the funds expended
completing the Remediation Projects. LGII does not dispute that
the Sellers are entitled to the remaining balance

Stipulation and Order

LGII and the Sellers have agreed to and obtained Judge Walsh's
stamp of approval of the modification of the automatic stay
imposed by section 362 of the Bankruptcy Code to the extent
necessary to permit the release of the Escrow Funds, in
accordance with the terms of the Escrow Agreement, and provisions
of the Stipulation and Order. The parties agree that upon the
entry of the Stipulation and Agreed Order, the Escrow Agent is
authorized and directed to release $8,603 of the Escrow Funds to
LGII and to release the remaining balance of the Escrow Funds to
the Sellers in an amount no less than $30,376 in accordance with
the terms of the Escrow Agreement, in full satisfaction of
liabilities with respect to matters in connection with the Asset

The Sellers are hence deemed to have withdrawn the Proofs 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 Asset Purchase Agreement and the Escrow

Morover, LGII and the Sellers are authorized and directed to
perform such acts and execute such documents as are necessary to
effectuate the release of the Escrow Funds from the Escrow Agent
as described in the preceding paragraph. (Loewen Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LTV CORPORATION: Ordinary Course Professionals Can Collect $25K
The LTV Corporation's employees, in the day-to-day performance of
their duties, regularly call upon certain professionals,
including attorneys, accountants, actuaries, brokers, engineers,
environmental consultants, information technology consultants,
lobbyists, ax consultants and other professionals to assist them
in carrying out their assigned responsibilities. Because of the
magnitude and breadth of the Debtors' businesses and the
geographic diversity of the professionals regularly retained by
the Debtors, it would be costly, time-consuming and
administratively cumbersome for the Debtors and this Court to
require each ordinary course professional to apply separately for
approval of its employment and compensation. The uninterrupted
service of the ordinary course professionals is vital to the
Debtors' continuing operations and their ability to reorganize.
Accordingly, the Debtors requested and obtained Judge Bodoh's
approval to retain, employ and pay the ordinary course
professionals without further order of the Court.

The Debtors assured Judge Bodoh that they do not believe any of
the ordinary course professionals will have monthly fees of more
than $25,000 during the pendency of these Chapter 11 cases. If
the average monthly fees of any ordinary course professional were
to exceed that amount during any reporting period, the Debtors
will seek to retain that professional by separate application. In
addition, no ordinary course professional will receive any future
payments from the Debtors until the Debtors first obtain an order
of the Court authorizing the retention and employment of the

Notwithstanding the foregoing, the Debtors may pay, without the
prior review or approval of the Court, all fees and expenses
incurred by an ordinary course professional through and including
the end of the related reporting period in which the
professional's fees first exceed the ordinary course fee limit of
$25,000, or prior to the professional having a material
involvement in the administration of a Debtor's estate, provided,
however, that once an ordinary course professional is retained in
these cases pursuant to separate order, all of its fees and
expenses incurred from and after the Petition Date will be
subject to the review and approval of the court in connection
with the professional's final fee application.

The Debtors will, commencing with the last day of the calendar
month that is at least 150 days after the entry of the Order
approving this Motion, and every four months thereafter, file a
statement with the Court and serve the statement on the United
States Trustee and any official committee of the unsecured
creditors in these cases, which includes the name of the ordinary
course professional, the aggregate amounts paid as compensation
for services rendered and reimbursement of expenses during the
preceding four-month period ending at the conclusion of the prior
calendar month, and a general description of the services
rendered by such ordinary course professional. (LTV Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-

MATTHEWS STUDIO: Completes Cash Asset Sale, Raising $14.5 Million
Matthews Studio Equipment Group, which filed for bankruptcy in
April 2000, said that it completed the sale of the company's
Hollywood Rentals, HDI, ESS, Olesen and Four Star West operations
to Hollywood Rentals Production Services LLC (the "buyer") for
$14.5 million paid in cash on closing.

Hollywood Rentals and HDI rented lighting and grip equipment to
the entertainment production industry. ESS and Olesen sold
expendable supplies and equipment used in entertainment
production and production of live theater, and Four Star West
rented theatrical lighting equipment to producers of live

The Asset Purchase Agreement, as originally entered into by the
parties, provided for a purchase price of $17 million, payable
$13 million in cash on closing and $4 million in subordinated
notes. The notes would have been payable over five years and
subordinated to the buyer's lender.

The parties subsequently agreed that the sellers could elect to
receive an additional $1.5 million in cash in lieu of the
subordinated notes, and the sellers opted for the all-cash
purchase price.

Matthews Studio Equipment Group had been in the business of
supplying traditional lighting, grip, transportation, generators,
camera equipment, professional video and audio equipment,
automated lighting and complete theatrical equipment and supplies
to entertainment producers through its worldwide distribution

MEDIQ INCORPORATED: Reaches Agreement With Lenders & Bondholders
MEDIQ Incorporated and its wholly-owned subsidiary, MEDIQ/PRN
Life Support Services, Inc., announced that the company has
reached an agreement with its secured lenders to restructure the
company's outstanding debt.

The company has been in discussion with its lenders for several

MEDIQ intends to facilitate the completion of the debt
restructuring under Chapter 11 of the U.S. Bankruptcy Code. The
company and several of its affiliates filed voluntary petitions
today at the Bankruptcy Court in the District of Delaware in
Wilmington. In addition, the companies will file immediately a
pre-negotiated Plan of Reorganization that indicates how claims
will be satisfied.

As part of the filing, MEDIQ has arranged with Banque Nationale
de Paris (BNP Paribas) for up to approximately $20 million in
debtor-in-possession (DIP) financing. The DIP financing will be
reviewed by the Court for approval shortly.

The company affirmed it would continue to honor all customer
commitments just as it did before the filing. Additionally, the
company is seeking Court permission to pay pre-petition claims of
trade creditors that continue customary terms in the ordinary
course of business. Pending Court approval, all other vendor
claims will be satisfied in full at the end of the Chapter 11

"After spending the past year revamping our corporate management
and operations, we are very pleased to have reached the final
stage of the reorganization process by restructuring the debt,"
stated Regis Farrell, MEDIQ president. "Having spent months
working with our senior lenders to develop an appropriate capital
structure, we agreed that the final resolution of the
restructuring could be accomplished most expeditiously through a
Chapter 11 filing. Under Chapter 11, we can obtain the necessary
majority approvals without requiring 100 percent approval from
all parties. Fortunately, because we have already negotiated our
Plan of Reorganization, we expect the actual time under Chapter
11 protection to be very brief - perhaps just a few months.
"During this time, we will operate our businesses as usual. All
customer commitments will be met. All facilities will be open at
the regular time, and associates will work their usual schedules.
We have asked the Court to approve payment of all pre-petition
payroll and benefits. We have completed all reductions in force
and have no further plans to layoff any personnel. As far as our
vendors are concerned, we have maintained excellent relationships
and believe that we will be able to provide our customers the
quality service for which we are known."

Mr. Farrell went on to state that "in fact, because we will have
access to DIP financing, MEDIQ will have more cash availability
now than the company has had at any time in the past 12 months.
So we not only have an opportunity to promptly develop a new
capital structure to fund the company's future growth, but we
have greater cash with which to operate."

Under terms of the draft agreement, MEDIQ will restructure its
$325 million senior secured credit facility into a new $240
million facility and newly issued shares of preferred stock. The
preferred stock will represent, on a fully diluted basis, 65
percent of the common stock in the reorganized company. Secured
lenders consist of more than 20 banks represented by BNP Paribas.
Holders of the company's 11% senior subordinated notes due 2008
will receive 35 percent equity in the new company.

MEDIQ's current debt resulted from a 1998 leveraged buyout (LBO),
refinancing and acquisition, which left the company with $476.4
million in debt. The company used an additional $77.5 million to
fund acquisitions in fiscal 1999. For the fiscal year ended Sept.
30, 2000, the company's sales, while continuing to grow overall,
could not adequately cover increased operating and restructuring
costs and interest payments.

"MEDIQ is a market leader for infusion equipment, respiratory,
and other critical care rentals and sales," Mr. Farrell
reaffirmed. "Our leveraged financial structure made us vulnerable
to our competitors, but those times are nearly over. We intend to
emerge from Chapter 11 with a strong capital structure that will
support current and future operations and open the doors to new
customer programs in the months ahead."

MEDIQ Incorporated is a holding company headquartered in
Pennsauken, NJ in the Philadelphia metropolitan area. The company
operates MEDIQ/PRN Life Support Services, Inc., the largest
movable critical care and life support medical equipment rental
business in the U.S. The wholly owned subsidiary employs
approximately 1,200 associates and operates more than 100
branches throughout the U.S.

MEDIQ/PRN includes operations for MEDIQ/ACS, which sells
disposable, infusion and other medical products to the alternate
infusion marketplace including home healthcare providers. Through
all of its business units, the company services more than 10,000
customers nationwide.

MEDIQ INCORPORATED: Case Summary & 6 Largest Unsecured Creditors
Lead Debtor: MEDIQ Incorporated
             One MEDIQ Plaza
             Pennsauken, NJ 08110

Debtor Affiliates: MEDIQ/PRN Life Support Services, Inc.
                   MEDIQ Imaging Services, Inc.
                   MEDIQ Investment Services, Inc.
                   MEDIQ Management Services, Inc.
                   MEDIQ Mobile X-Ray Services Inc.
                   Value-Med Products, Inc.
                   American Cardiovascular Imaging Labs, Inc.
                   MEDIQ Diagnostic Centers, Inc.
                   MEDIQ Diagnostic Centers-I, Inc.
                   MDTC Haddon, Inc.

Type of Business: A holding company that operates MEDIQ/PRN Life
Support Services, Inc., the largest movable critical care and
life support medical equipment rental business in the U.S.

Chapter 11 Petition Date: January 24, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-0252

Debtor's Counsel: Mark D. Collins, Esq.
                  Richards, Layton, & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899


                  John H. Levitin, Esq.
                  Henry P. Baer, Jr., Esq.
                  30 Rockefeller Plaza
                  New York, NY 10112

Total Assets: $3,073,000

Total Liabilities: $120,472,000

Debtors' Six Largest Unsecured Creditors:

Entity                        Nature of Claim        Claim Amount
------                        ---------------        ------------
United States Trust           Debt                   $104,769,763
Company of New York,
As Trustee
114 W. 47th St. 25th Fl
New York, NY 10036
Tel 212-852-1614
Fax 212-852-1626

First Union National Bank     Debt                       $553,327
As Trustee
123 South Broad Street
7th Floor
Philadelphia, PA 19109
c/o George Rayzis, V.P.

Robert E. Matthews            Deferred Compensation      $271,805
64 N. Warren Street
Woodbury, NJ 08096

Donald M. Gleklen             Deferred Compensation      $149,768
212 Jeffrey Lane
Newtown, PA 19073

Allen Braverman               Deferred Compensation      $143,275
332 Harmon Cove Tower
Secaucus, NJ 07094

Eugene M. Schloss             Deferred Compensation      $133,226
1700 Cary Road
Huntington Valley, PA 19006

OWENS CORNING: Enters into Purchasing Card Agreement with BofA
Owens Corning and the other Debtors presented Judge Walrath with
a Motion asking her to approve Owens Corning's entry into a
purchasing card agreement with Bank of America, and in that
connection, to amend the final order authorizing post-petition
financing to bring certain bank products, including purchasing
cards, within the scope of the Final Order.

On a monthly basis, Owens Corning spends approximately $1 million
at its corporate headquarters, plants and other facilities to
purchase goods and services incidental to its business
activities. Prior to the Petition Date, Owens Corning purchased
such goods and services under an agreement between Owens Corning
and Citibank NA. However, prior to the Petition Date Citibank
terminated its card agreement with Owens Corning, leaving Owens
Corning to procure these incidental goods and services on a cash
basis using numerous petty cash allotments.

Under the proposed card agreement, Owens Corning will receive a
revolving line of credit from Bank of America. Owens Corning
personnel will access the credit line by using charge cards
(MasterCard or Visa cards), or in some instances cardless
accounts, to purchase on credit goods and services incidental to
Owens Corning's business activities. It is anticipated that Bank
of America will issue approximately 300-500 cards to Owens
Corning. Owens Corning intends to pay down the entire balance on
its revolving credit line on a monthly basis, thus incurring no
finance charges.

Ongoing charges and potential rebates will be assessed on a per-
card basis. Because Owens Corning anticipates spending in excess
of $10,000 annually per charge card, Owens Corning does not
expect to incur card fee charges. Owens Corning will be eligible
for rebates as below when its aggregate annual spending equals or
exceeds $5 million.

     Annual Average
     Spending per card      Card Fees    Rebate (in basis points)
     -----------------      ---------    -----------------------
      < $10,000              $ 35              0
      $10,000-14,999            0             10
      $15,000-$19,999           0             25
      > $20,000                 0             45

The card agreement has a three-year term with automatic renewal
for successive one-year periods. The finance charge under the
card agreement will be the current U.S. prime rate plus 3
percentage points. The card agreement imposes both an aggregate
card spending limit and individual card spending limits, both to
be determined by Bank of America.

The use of these cards will eliminate the need for numerous petty
cash allotments and, more importantly, will provide a control
mechanism to ensure that purchases of incidental goods and
services are appropriate, authorized and properly recorded.

The Final DIP Financing Order does not include bank products such
as the cards within its definition of "obligations" issued by
Bank of America to the Debtors, so that the Final Order may not
include the card obligations within those debts which receive
superpriority status under the Final DIP Financing Order. Because
Bank of America is not willing to enter into the card agreement
under this uncertainty, the Debtors seek to amend the Final
DIP Financing Order to clarify that "obligations" under that
Order are deemed to include bank products, including the cards
issued under this agreement.  (Owens Corning Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)

OWENS CORNING: Reports Fourth Quarter and Full Year 2000 Results
Owens Corning (NYSE: OWC) today reported financial results for
the fourth quarter ended December 31, 2000, as well as results
for the full year 2000.

For the fourth quarter of 2000, the Company had net sales of
$1.107 billion, compared to $1.275 billion in the same period in
1999. Income from Operations before other charges was $60 million
in the quarter, as compared to $129 million in the prior year,
reflecting lower demand combined with significant raw material
and energy cost increases. The Company reported a net loss in the
quarter of $101 million, compared to net income of $60 million in
the fourth quarter of 1999. The net loss in the quarter includes
approximately $200 million in restructuring and other charges.
For the full year 2000, Owens Corning had net sales of $4.94
billion, compared to $5.048 billion for the full year 1999.
Income from Operations before other charges was $404 million
compared to $578 million for 1999. The Company reported a net
loss for 2000 of $465 million compared to net income of $270
million in 1999. The net loss in 2000 reflects approximately $200
million of pretax charges for restructuring and other actions,
and $790 million of net pretax charges related to asbestos taken
in the second quarter. These reported financial results do not
reflect any adjustment to the Company's asbestos reserves that
may be required as a result of its year-end review, which is
expected to be completed in March in conjunction with its filing
of Form 10-K.

Owens Corning and 17 of its United States subsidiaries, including
Fibreboard, filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on October 5, 2000. The Company ended the year
2000 with approximately $550 million in cash. In addition, the
Company has available a $500 million Debtor in Possession credit

Owens Corning is a world leader in building materials systems and
composites systems. The Company has sales of $5 billion and
employs approximately 20,000 people worldwide. Additional
information is available on Owens Corning's Web site at
http://www.owenscorning.comor by calling the Company's toll-free
General Information line: 1-877-799-6904.

QUAD SYSTEMS: Nasdaq Delists Common Stock
Quad Systems Corporation (Nasdaq: QSYSQ), announced that the
Company had received a Nasdaq Staff Determination notifying the
Company that, effective at the opening of business of January 25,
2001, the Company no longer complies with Nasdaq's requirements
for the Company's Common Stock to continue to be listed on the
Nasdaq National Market.

This Nasdaq Staff Determination, received by the Company on
January 17, 2001 and requiring a response and related
announcement by January 24, 2001, advised the Company that this
determination had been made because, based on a closing bid price
of $0.31 and 4,387,047 shares of Company Common Stock outstanding
on December 18, 2000 (the day on which trading in the Company's
Common Stock was halted after the Company announced its filing of
a voluntary petition for relief under Chapter 11 of Title 11 of
the United States Code (Case No. 00-35667), before the United
States Bankruptcy Court for the Eastern District of Pennsylvania,
in Philadelphia , the market value of the Company's public float
in its Common Stock was $1,359,985, well below the minimum
$5,000,000 public float requirement for continued listing on the
Nasdaq National Market under Maintenance Standard 1.

In addition, the Company's Common Stock had been below the
minimum $1.00 bid price per share requirement under Marketplace
Rule 4450(a)(5) for 29 consecutive trading days. Under these
circumstances, the Staff lacked assurance that the Company would
be able to achieve and sustain compliance with these

Moreover, in light of the Filing in the Bankruptcy Court, the
Staff had concerns regarding the residual equity interest of the
existing listed securities holders and associated public interest
concerns as set forth under Marketplace Rules 4450(f) and
4330(a)(3), and the Company had not, in the opinion of the Staff,
demonstrated its ability to sustain compliance with all
requirements for continued listing on the Nasdaq Stock Market.
Although the Company has the right to appeal the Staff's
determination to delist the Common Stock from the Nasdaq Stock
Market, in light of the Company's current efforts to develop and
have the Bankruptcy Court approve a Plan of Reorganization for
the Company, the costs and the likely unfavorable outcome of such
an appeal and the Company's current inability to demonstrate
qualifications for continued listing on the Nasdaq Stock Market,
the Company has determined not to appeal the Staff's
determination, and the Common Stock will be delisted effective at
the open of business on January 25, 2001. Since the Company does
not believe that at present the Common Stock would qualify for
listing on either the American Stock Exchange or the Nasdaq Small
Cap Market, the Company has no current plans to seek such a
listing for its Common Stock. The Company believes that the
Company's Common Stock may trade in the over the counter market,
but there can be no assurance that in fact any trading market in
the Company's Common Stock will continue or be able to develop.

QUAD SYSTEMS: Bankruptcy Court Approves Congress DIP Facility
Quad Systems Corporation reported that Quad has executed an
agreement with Congress Financial Corporation, an affiliate of
First Union National Bank ("Congress") and Quad's primary lender
prior to the Filing, under which Congress is willing to provide
Quad "debtor-in-possession" ("DIP") financing by continuing to
make available to Quad the facility previously provided by
Congress to Quad, before the Filing was made.

The availability of this DIP financing is based on formulas
against Quad's accounts receivables and inventory, as previously
disclosed by the Company in its periodic reports under the
Securities Exchange Act of 1934, as amended. Under it's current
DIP financing, based on current levels of accounts receivable and
inventory, the Company expects that availability will not exceed
$6.5 million until a Plan of Reorganization can be adopted and
approved. [The Bankruptcy Court has approved Quad's entering into
such a facility with Congress and the receipt of advances under
that facility]. Quad currently believes that the Filing, together
with availability of this amount of financing from Congress,
should allow Quad and its subsidiaries to continue to operate
pending approval of a Plan of Reorganization (which may include

Commenting on the effect of the DIP financing, delisting of the
Company Common Stock on the Nasdaq National Market, and the
Filing for Chapter 11 protection of Quad and its subsidiaries,
Theodore J. Shoneck, President and Chief Executive Officer of
Quad, noted that "The severe credit availability and liquidity
crisis that we have experienced over the past few months arose in
large part because the value of our receivables and inventory
remained at levels insufficient to provide adequate available
financing to enable us to continue operations in the absence of
the Filing. In addition to an unexpectedly long process to
establish sufficient reference sites to increase market
penetration for the Meridian series of products and a consequent
insufficient level of sales, during the Company's previously
disclosed arbitration against Samsung, at the closing of the
liability phase of testimony and other evidence, the Company came
to believe that at the conclusion of the damages phase of the
arbitration, a substantial money judgment and/or an adverse
equitable order would be rendered against Quad. The Filing has
stayed the Samsung Arbitration, pending any order by the
Bankruptcy Court that would permit the arbitration to resume.
While filing for Chapter 11 protection was a very difficult
decision for us, we believe that it was necessary to provide us
with sufficient cash to fund operations going forward and enable
our management and employees to devote their full time and
attention to running the business. We also are disappointed that
the Company's Common Stock will be delisted from the Nasdaq
National Market, but in light of the Company's circumstances, the
Company lacks the ability to contest the determination of the
Nasdaq Staff and the Company does not believe that in any event
it would have been successful in an appeal.

"The Company's goal and intention is to use the Filing to protect
ourselves from a sharply reduced financing availability, to
forestall any imminent claims and make a sale of the Company's
assets and settlement of its disputes with Samsung possible, all
in a manner least disruptive to our business and the servicing of
our customers," said Shoneck.

The Company currently expects that the interim DIP facility from
Congress, combined with ongoing operating revenues, to be
sufficient to provide for the Company's immediate short-term
liquidity needs -- including the payment of all salaries and
benefits for current employees and the funding of on-going
operations -- pending negotiation and approval of an overall debt
restructuring plan. Quad's management and board of directors
expect to work closely with the committee of key Quad creditors
to reorganize and restructure the Company's indebtedness and
operations as quickly as possible, and pursue other strategic
alternatives, including possible sale of all or substantially all
of the Company's assets to one or more potential purchasers.
Although no such agreement for a sale of any portion of the
Company's assets has yet been reached, the Company is currently
engaged in such discussions. There can be no assurance, however,
that any such discussions with potential purchasers will in fact
result in an agreement to purchase any of such assets and, under
the terms of an order entered in the Samsung arbitration, no such
sale can be consummated in any event without prior notice to
Samsung and approval of the Bankruptcy Court. If the DIP
financing provided by Congress proves to be insufficient in
amount, or if substantial sales of the Company's assets do not
occur, or other sources of capital infusion do not materialize,
any or all of which is possible, the Company will be unlikely to
be able to continue its operations and instead will seek to
liquidate entirely, under the oversight and protection of the
Filing and the Court.

Until the Plan of Reorganization is agreed to by the Company's
creditors and the Company and approved by the Bankruptcy Court,
the Company does not intend to make any interim announcements
regarding it, unless otherwise required by applicable law.
Similarly, the Company does not expect to undertake any
obligation to update the information contained in this release,
except as otherwise required by applicable law.

TIME WARNER: New Telecom Senior Notes Earn Moody's B2 Rating
Moody's Investors Service has assigned a B2 rating to Time Warner
Telecom Inc.'s ("TWTC") proposed $400 million senior notes due
2011. Moody's has also confirmed Time Warner Telecom Inc.'s B1
senior implied rating, its B2 issuer rating, its B2 rated 9.75%
$400 million notes due 2008, and Time Warner Telecom Holdings
Inc.'s $1 billion senior secured bank credit facility, rated
Ba3. The outlook has been changed to positive from negative.

On January 10, 2001, TWTC completed the acquisition of
substantially all of the assets of GST Telecommunications, Inc.
for a total purchase price of $690 million, of which $627 million
was paid in cash. In connection with this acquisition, TWTC
increased the size of its senior secured credit facility by $525
million and obtained a $700 million senior unsecured bridge
financing facility. The company intends to retire the bridge
facility with the proceeds of the proposed $400 million senior
notes, and a proposed $300 million issuance of common stock.

In October, 2000, Moody's issued a negative outlook on TWTC
based, in part, on our perception that capital market conditions
may present risks to the company's ability to successfully
refinance the bridge facility, and our view that without
additional equity, the capital structure of TWTC would be fully
leveraged. The change to a positive outlook reflects the relative
improvement in pro-forma leverage that will result, following the
successful placement of the proposed $300 million equity issue,
as well as our expectation of continued operational and financial

TWTC management has demonstrated good execution of its business
plan since our initial rating was assigned in June 1998, and the
company is presently one of only a few CLEC's to enjoy positive
EBITDA. Moody's believes that the absorption of GST's negative
results will be more than offset by TWTC's organic EBITDA growth.

The ratings reflect the risks associated with the company's
relatively early stage of operations and the challenges
associated with building a sizable, stable customer base and
developing the necessary support systems in order for the company
to develop into a profitable facilities-based service provider.
The ratings also recognize the company's strengths, which include
a well-regarded management team, strategic owners who provide
significant value and a track record of good execution to date.

TWTC has benefited from and continues to leverage its
relationship with Time Warner Inc. TWTC not only benefits from
the use of the Time Warner brand name, but TWTC has also acquired
the right to use certain fiber, rights-of-way and office space
from Time Warner in markets in which it operates. This
arrangement has allowed TWTC to quickly enter markets at a lower
cost. Presently, Time Warner maintains a 48% ownership interest
(66% voting control) in TWTC.

The senior notes are being sold in a privately negotiated t
transaction without registration under the Securities Act of 1933
(the "Act") under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act. The issuance has
been designed to permit resale under Rule 144A.

Time Warner Telecom Inc. is headquartered in Littleton, Colorado.

TRANS WORLD: Northwest Airlines Expresses Interest
In a filing with a Delaware bankruptcy court, Northwest Airlines,
objected to American Airlines' plan to acquire most of the assets
of Trans World Airlines and said it was willing to offer cash for
TWA's 26 percent stake in Worldspan, a computer reservation
system, that TWA owns along with Delta Air Lines. American's
parent, AMR Corp., offered this month to buy most of TWA's assets
for $500 million in cash. As a part of the plan, TWA, which had
nearly run out of cash, agreed to file for bankruptcy. In
separate filings, Continental Airlines said it was interested in
buying some TWA assets for as much as $400 million. (New
Generation Research, January 24, 2001)

TRANS WORLD: American Airlines Proposes "Superior" Bid
In response to reports that other carriers have filed with a
bankruptcy court in Delaware, expressing interest in acquiring
assets of Trans World Airlines (Amex: TWA), American Airlines
made the following statement:

      "The bankruptcy proceeding is an open process, and we
always recognized that other airlines might also express interest
in TWA's assets. In this case, neither of the carriers filing
comments has made an actual offer, and their comments suggest
that they are interested simply in stripping valuable TWA assets
without keeping the airline intact. This contrasts dramatically
with American's offer.

     "American Airlines has put forward a fairly priced package
that calls for TWA to be integrated into American. This will
provide continued opportunity for TWA's employees, a continued
hub operation in St. Louis, and protection for the retirement
benefits of TWA's employees. Furthermore, American is providing
TWA with $200 million in debtor-in-possession financing to allow
TWA to continue operating until our transaction is completed.
Without that financing, TWA would have been forced to shutdown.

     "We are confident that when the bankruptcy court weighs all
of the alternatives, it will see American's bid as the superior

TRANS WORLD: Seeks Nod On $15MM Employee Retention/Severance Plan
Trans World Airlines Inc. is seeking bankruptcy court
authorization to implement a $15 million key employee retention
and severance program in an effort to stabilize its management
force while it sells substantially all of its assets to AMR
Corp.'s American Airlines. Citing the inherent uncertainty
regarding the continued service of the key employees after the
sale closes, TWA said in a recent motion that the retention
program is especially appropriate. One of the conditions of the
pending sale is that TWA conduct operations in substantially the
same manner post-petition as it did prior to its bankruptcy
filing. (ABI World, January 24, 2001)

UNITED ARTISTS: Anschutz Wins Control
Telecommunications and railroad magnate Philip Anschutz has won
control of United Artists Theater Circuit, the nation's sixth-
largest movie theater chain, which is one among a string of
cinema operators to file for bankruptcy protection, according to
the Associated Press. A federal bankruptcy judge in Delaware
approved the corporation's reorganization plan giving Anschutz
control on Monday. There were no objections at the bankruptcy
hearing. Anschutz can take control after 10 days, said Kurt Hall,
president of United Artists. The bankruptcy reduces United
Artists' debt by more than $500 million. This will allow the
company to start experiencing positive cash flow, Hall said.

Two weeks ago the privately held Anschutz Corp. of Denver and Los
Angeles-based Oaktree Capital Management bought $350 million of
the $1 billion debt of the nation's largest movie theater chain,
Regal Cinemas. Industry analysts say that if Anschutz gains
control of Regal it would make sense to merge it with the
Englewood, Colo.-based United Artists, creating a blockbuster
movie company twice as big as the nearest competitor. While
Anschutz is the largest single shareholder of the Knoxville,
Tenn.-based Regal, its bankers have not agreed at this point to
allow Anschutz to take control. (ABI World, January 24, 2001)

* BOOK REVIEW: WHY COMPANIES FAIL: Strategies for Detecting,
Avoiding and Profiting from Bankruptcy
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 142 Pages
List Price: $34.95
Order a copy today from at:

Review by Regina Engel

Originally published in 1985, Why Companies Fail remains a
useful, simple guide for the average business person to identify
and avoid the traps that lead to bankruptcy. Noting that
libraries are full of books containing prescriptions for
financial success, the author chooses to focus on failure so that
it can be avoided and the number of bankruptcies reduced. He also
feels the book fills a gap in the education of students and
business people who are not otherwise instructed in how to manage
a company on the brink of failure. To aid in understanding his
analysis, he classifies businesses into four categories depending
on the strength or weakness of their product and their financial
condition, calling them eagles, tortoises, condors, and
dinosaurs. As he explains, "[e]agles have healthy products and
finances, tortoises have weak products, condors have weak
finances, and dinosaurs have weak products and finances." Condors
and dinosaurs are the primary focus of the book, since financial
issues lead themselves more to generalization.

The five chapters that are the heart of the book set out the
specific financial reasons for business failure, any or all of
which could precipitate the bankruptcy. Each contains actual
cases of companies to illustrate the type of problem. Problems in
a company's cash-flow cycle are discussed in Chapter 3. The
author opines that mismanagement in this area is probably the
largest single cause of failure, but maintains that staying on
top of the problem can be accomplished with a good spread-sheet
program and that with the proper information "every worthy
business" should be able to obtain the funds it needs. In Chapter
4 the topic is how to avoid "getting buried under current
assets." The advice here is to monitor both inventories and
accounts receivable by comparing their size to the company's
investment in total assets and to analyze carefully when that
ratio rises whether that is the desired goal. In Chapter 5,
entitled "Getting Squeezed by Equipment," the author can only
warn of the risks involved in investing in long-term assets. He
concludes: "Unfortunately, there are no fail-safe methods for
choosing the right amount of fixed assets since the optimal
quantity depends on the unknown level of future sales." Chapter 6
deals with a company's debt-to-equity ratio, emphasizing that a
major disadvantage to debt financing is that it limits
alternatives, and a firm so burdened is allowed fewer mistakes
than one with sizable net worth. In Chapter 7, entitled "Getting
Pinched by Short-Term Debt," the author describes the trap where
management decides to speculate on lower future interest rates
and is wrong.

Chapter 8 sets forth methods of detecting bankruptcies to enable
the reader to identify the condors, and Chapter 9 aids failing
companies by an examination of how other companies in similar
situations have extricated themselves. Chapter 10 contains advice
on investing in bankrupt companies. Following a concluding
chapter summarizing his concepts, the author includes two
appendices, one setting forth tables of failure rates, which, of
course, does not include what has happened in the last fourteen
years, and the second providing basic accounting for non-
financial readers. A glossary is also included for those whose
background in the field is limited.

Harlan D. Platt is Professor of Finance in the College of
Business Administration of Northeastern University.


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

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

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