TCR_Public/010129.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 29, 2001, Vol. 5, No. 20

                            Headlines

ALAMOSA PCS: Moody's Assigns Caa1 To Senior Discount Notes
BIOSHIELD TECHNOLOGIES: Says It has Considerably Reduced Expenses
BLUE STRIPE: Moody's Lowers Four Classes of Notes
CAMMELL LAIRD: Moody's Downgrades Senior Notes To Caa2 From B2
CHIQUITA BRANDS: Ecuador Group Acquires 7.58% Stake

COMPUTER LEARNING: H. Jason Gold Serving as Chapter 7 Trustee
COREL CORP.: To Sell Linux Business for $5,000,000
eGAMES: Reports Fiscal 2001 Second Quarter Results
EINSTEIN/NOAH BAGEL: New World Picks-Up $36MM of Bonds
eTOYS INC.: Reports Fiscal Third Quarter Financial Results

eTOYS INC.: Hires Goldman Sachs to Explore Strategic Alternatives
eTOYS INC.: Informal Unsecured Committee Taps Traub Bonaquist
FINOVA CAPITAL: Moody's Downgrades Senior Debt Rating to Caa2
FINOVA GROUP: Shares Tumble After Leucadia Backs Away
FLEET SALES: Advanced Wireless Signals Bid

FRUIT OF THE LOOM: Sells Laundry Equipment to Ibis for $625,000
GENESIS HEALTH: Strikes Supplemental Deal with ElderTrust
GLENOIT CORPORATION: Court Okays Extension of DIP Financing
GREATENTERTAINING.COM: Shutting Doors after Burning through $35MM
HEILIG-MEYER CO.: Lenders Approve Proposed Business Plan

HOMEPOINT.COM: Shuts Down Web Furniture Exchange
ICG COMMUNICATIONS: Continues Customer Programs And Practices
LERNOUT & HAUSPIE: Hiring Loeff Claeys As Local Belgian Counsel
LIBERTY HOUSE: Court Gives Nod to Settlement Pact with Creditors
LOEWEN GROUP: Rejects Shareholder Agreement With Vay & Meeson

LTV CORPORATION: Adequate Assurance Proposal for Utility Services
LTV CORPORATION: Hires Jay Alix to Lead Restructuring Effort
LUCENT TECHNOLOGIES: Declares Loss of More Than $1 Billion
NATIONAL HEALTH: 4th Amended Plan Declared Effective on Jan. 22
OWENS CORNING: Proposes Employee Retention & Severance Programs

PACIFIC AEROSPACE: Moody's Junks Credit Ratings
PACIFIC GAS: Using District Court for Newest CPUG Battleground
PSEUDO.COM: Court Approves $2 Million INTV Asset Purchase
QUENTRA NETWORKS: Selling HomeAccess Unit for Cash & GLDI Stock
RELIANCE GROUP: Icahn Renews Tender Offer through Jan. 31

RELIANT BUILDING: Equus Agrees to Take Senior Bank Debt Position
SOUTHERN CALIFORNIA: Wins Temporary Injunction
SOUTHERN CALIFORNIA: Predicts Cash Will Run Out around Feb. 2
TITAN MOTORCYCLE: Appoints New Full-Service Denver-Based Dealer
TUMBLEWEED COMMUNICATIONS: Reports Fiscal 2000 Financial Results

VDC COMMUNICATIONS: Won't Appeal Delisting of Shares from AmEx
VENCOR, INC.: Agrees to Modify Stay for Insured Litigation Claim

BOND PRICING: For the week of January 29 - February 2, 2001

                            *********

ALAMOSA PCS: Moody's Assigns Caa1 To Senior Discount Notes
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Alamosa PCS
Holdings, Inc. for its pending issue of Senior Notes due 2011.
Moody's also confirmed the Caa1 rating on Alamosa's 12.875%
Senior Discount Notes due 2010, the B2 rating the $305 million
secured credit facility of Alamosa LLC, and the company's B2
senior implied rating. The outlook for these rating has been
changed to negative from stable.

According to Moody's, the change in ratings outlook reflects the
company's appetite for acquisitions of other Sprint PCS
affiliates, and the potential that such acquisitions will bring
with them additional capital requirements that may be
predominantly financed with debt. In Moody's opinion, with this
additional debt issuance, Alamosa has exhausted its debt capacity
at this ratings level given its state of development. The
acquisition of additional Sprint PCS affiliates without a
meaningful equity component to the financing is likely to result
in a ratings downgrade. Positively, the ratings reflect the
success that Alamosa has shown in building out its network and
rapidly growing its subscriber base, Moody's said.

Based in Lubbock, Texas, Alamosa PCS is the exclusive provider of
Sprint PCS products and services in a territory covering
approximately 12.5 million people (pro forma for the two pending
acquisitions).


BIOSHIELD TECHNOLOGIES: Says It has Considerably Reduced Expenses
-----------------------------------------------------------------
Only days after claiming a $5.6 million gain on a change in
bankruptcy status and after disclosing that its accounting firm
had resigned, BioShield Technologies said that it had
"considerably reduced" its overhead and operating expenses,
according to Knight Ridder. The Norcross, Ga.-based company,
which recently received a warning from Nasdaq that its shares
would be delisted after 90 days if they continue to trade below
$1, said that the cost reductions will allow it to concentrate on
its core business of anti-viral and antimicrobial research.

BioShield also announced that its eMD.com unit had asked to be
moved from a chapter 7 bankruptcy, which usually leads to
liquidation, to chapter 11, which gives companies protection from
creditors while they seek to reorganize. BioShield said the
switch to chapter 11 allowed it to record a $5.6 million gain in
net tangible assets, which it said should be "more than adequate"
to meet Nasdaq's asset requirements. (ABI World, January 25,
2001)


BLUE STRIPE: Moody's Lowers Four Classes of Notes
-------------------------------------------------
Moody's Investors Service announced Friday that it downgraded
four classes of Notes issued through Blue Stripe 1999-1 Ltd.

The notes and the rating actions are as follows:

      * Class C1 lowered from Baa2 to Baa3
      * Class C2 lowered from Baa2 to Baa3
      * Class C3 lowered from Baa2 to Baa3
      * Class D Notes downgraded from Ba2 to Ba3.

All four classes remain on watch for possible downgrade.

Moody's said that these actions were prompted by deterioration in
credit quality of the reference pool underlying the transaction
that has affected the amount of subordination needed to preserve
the ratings.

Affected Tranches:

      * $19,000,000 of Class C1 Floating Rate Notes, Baa2 to Baa3
      * $10,000,000 of Class C2 7.410% Notes, Baa2 to Baa3
      * EUR 5,800,000 of Class C3 4.42% Notes, Baa2 to Baa3
      * $70,000,000 of Class D Floating Rate Notes, Ba2 to Ba3


CAMMELL LAIRD: Moody's Downgrades Senior Notes To Caa2 From B2
--------------------------------------------------------------
Moody's Investor Service rating on Cammell Laird Holding's Euro
125 million senior notes was downgraded to Caa2 from B2.

According to Moody's, this was due to the announcement of its key
customer Costa Crociere to terminate a high value contract with
Cammell Laird to convert the cruise ship Costa Classica. The
Company has rejected Costa's right to terminate the contract and
has stated that it will take all necessary action to protect its
commercial position.

Moody's also took action on the company's ratings as follows:

      * Senior implied rating was lowered to B3 from Ba3,

      * The rating of a GBP 50 million secured revolving credit
        facility was lowered to B3 from Ba3,

      * Issuer rating was downgraded to Caa2 from B2,

      * Bond rating was downgraded to Caa2 from B2.

The ratings remain on review for possible further downgrade.

Cammell Laird, with principle offices in Liverpool, United
Kingdom, is a leading marine service company with activities in
repair, construction and conversion of vessels for the
commercial, offshore exploration, cruise and U.K. military
markets. The group generated revenues about GBP 139 million in
its fiscal year ending April 30, 2000.


CHIQUITA BRANDS: Ecuador Group Acquires 7.58% Stake
---------------------------------------------------
Ecuador-based Indrizo S.A. said that it acquired a 7.58% stake in
the financially troubled fruit and vegetable producer Chiquita
Brands International Inc., according to Reuters.  In a filing
made with the Securities and Exchange Commission last week, the
investor said it held 5,000,000 common shares in the Cincinnati-
based company. Chiquita Brands had recently announced it planned
to convert the company's outstanding $862 million in debt to
common stock. The company has also said it has halted debt
payments, a move some believe may lead to a bankruptcy filing. A
telephone call to Chiquita seeking comment was not immediately
returned. (ABI World, January 25, 2001)


COMPUTER LEARNING: H. Jason Gold Serving as Chapter 7 Trustee
-------------------------------------------------------------
Computer Learning Centers, Case # 01-80096, was filed on
Thursday, January 25, 2001, as a voluntary Chapter 7 bankruptcy
case in the United States Bankruptcy Court for the Eastern
District of Virginia, Alexandria, Division.

Shortly after the Chapter 7 bankruptcy case was filed, H. Jason
Gold was appointed to the position of Bankruptcy Trustee by the
Office of the United States Trustee which is a division of the
Justice Department of the United States. Mr. Gold has been a
Trustee in Bankruptcy for the past 14 years.

The Trustee and his staff, along with management of Computer
Learning Centers, is making every effort to provide for the
continuing education of all current students. The Trustee is
committed to completing his responsibilities expeditiously and
fairly.

Student and creditors of Computer Learning Centers may
communicate with the Trustee via the mail or via e-mail. Please
address written communications to the following address: CLC
Bankruptcy Trustee, c/o Gold Morrison & Laughlin PC, 1660
International Drive, Suite 450, McLean, Virginia 22102. Send e-
mail to: CLCTrustee@goldmorrison.com. Due to the volume of calls
the Trustee's office is unable to take or respond to phone
inquiries or faxes.

Gold Morrison & Laughlin PC is the Washington, D.C. metropolitan
area's leading independent bankruptcy and financial restructure
law firm and represents lenders and borrowers in financial
restructures, bankruptcy proceedings, out-of-court workouts,
credit recovery litigation and foreclosures. The firm represents
many area financial institutions and has participated on behalf
of clients, in virtually all the major reorganization cases
undertaken in the jurisdictions of the Washington metro area. For
further information contact H. Jason Gold at 703-836-7004. E-
mail: jasongold@goldmorrison.com.


COREL CORP.: To Sell Linux Business for $5,000,000
--------------------------------------------------
Corel Corp., the beleaguered Ottawa, Ontario software company,
said that it will spin off its Linux operating-system unit as
part of a restructuring plan aimed at refocusing on its core
operations and returning to profitability. According to some
reports the company might sell most of its stake in its Linux
business to Global Linux Partners of New York for about $5
million. It should be noted that Corel will continue developing
Linux versions of its WordPerfect word-processing software. (New
Generation Research, January 25, 2001)


eGAMES: Reports Fiscal 2001 Second Quarter Results
--------------------------------------------------
eGames, Inc. (Nasdaq: EGAM), a leading publisher and developer of
Family Friendly(TM), value-priced computer software games,
announced financial results for the second quarter and six month
period ended December 31, 2000. Actual results are in line with
the Company's previous guidance issued on January 10, 2001.

For the fiscal second quarter the Company's net sales decreased
11% to $3.9 million, compared to $4.4 million for the same
quarter a year earlier. This $500,000 decrease in net sales
resulted primarily from a $1.5 million decrease in net sales to
North American traditional consumer software retailers, which was
partially offset by a net sales increase of $800,000 to North
American food and drug retailers and a $200,000 net sales
increase to international customers. For the six months ended
December 31, 2000, the Company's net sales decreased 8% to $7.8
million, compared to $8.4 million for the same period a year ago.
This $600,000 decrease in net sales reflects a $2.8 million
decrease in net sales to North American traditional consumer
software retailers, which was partially offset by a $2.0 million
net sales increase to North American food and drug retailers and
a $200,000 net sales increase to international customers. Net
sales amounts for current and prior periods reflect the
reclassification of consumer and retailer rebates addressed in a
recent accounting pronouncement.

The Company recorded a net loss of ($270,000), or ($0.03) per
diluted share, in the fiscal 2001 second quarter, compared to net
income of $601,000, or $0.06 per diluted share, for the same
period a year ago. For the first six months of fiscal 2001, the
Company recorded a net loss of ($246,000), or ($0.03) per diluted
share, compared to net income of $1,178,000, or $0.12 per diluted
share for the same period a year ago.

According to Jerry Klein, President and CEO of eGames, "As stated
in our press release of January 10th, our disappointing financial
performance for our fiscal second quarter was the result of a
number of factors. First, overall retail sales during the fiscal
second quarter were slower in the traditional consumer software
retail channels, in part brought on by a general softening in
demand for new PCs and the effects from our distribution partners
tightening their replenishment inventories. Second, we
experienced increased competition in the value-priced segment of
the consumer software marketplace as certain major software
publishers initiated price cuts on previously higher-priced
products. Third, certain office superstores informed us that they
intend to reduce their commitment to value-priced consumer
software products following the holiday season, necessitating
increased return provisions for the quarter."

"On a positive note, we were pleased that the roll out of our
Store-in-a-Store initiative began to pick up speed in advance of
the holiday selling season and is now represented by permanent
displays in more than 5,000 stores nationwide. While this has
expanded our visibility in key retail outlets, higher sales and
marketing costs associated with the placement of permanent
display units and the inclusion of higher costing third-party
software titles in the product mix significantly impacted our
profitability. While this short-term decline in profitability was
anticipated, order replenishment for these display units would
improve our profitability, thereby leveraging our fixed costs
associated with the display units. We are also working towards
improving our gross profit margin specifically by entering into
licensing and replication arrangements with certain third-party
publishers to allow us to significantly reduce our third-party
product acquisition costs. The food and drug retail stores
represent very high traffic locations for today's consumers
shopping for all their mass consumer household products. As a
result, we see a perfect fit between these retail channels, our
leading selection of Family Friendly products, and the
entertainment needs of today's consumers," continued Mr. Klein.
"We've responded to the difficult market environment by
increasing our focus on effectively managing our cost structure.

To this end, earlier this month we reduced our workforce by
approximately 25%, a move expected to save the Company an
estimated $150,000 per quarter, after a restructuring charge of
approximately $35,000 in the third quarter of fiscal 2001. We've
also reduced our utilization of outside professional service
vendors as part of our commitment to cut our operating expenses
going forward. We remain committed to our business plan, which is
focused on increasing the penetration and profitability of our
Store-in-a-Store program, particularly in the food and drug
retail channels, and on aggressively marketing our branded
browser concept to the promotional industry. We continue to
strive to bring high- quality, value-priced, Family-Friendly(TM)
software games to the growing population of casual gamers," said
Mr. Klein.

            Nasdaq SmallCap Continued Listing Requirement

The Company is continuing to explore its options relating to its
notification by Nasdaq that its common stock has failed to meet
the continued listing requirement of a $1.00 minimum bid price.
The Company has until February 8, 2001 to remedy this deficiency
and has the right to request a hearing with Nasdaq to address
this issue formally. If eGames is delisted from the Nasdaq
SmallCap Market, the Company's common stock would then be traded
on the OTC Bulletin Board.

                         About the Company

eGames, Inc., headquartered in Langhorne, PA, develops, publishes
and markets a diversified line of personal computer software
primarily for consumer entertainment and personal productivity.
The Company promotes the eGames(TM), Game Master Series(TM),
Multi-Pack and Galaxy of Home Office Help(TM) brand names in
order to generate customer loyalty, encourage repeat purchases
and differentiate the eGames Software products to retailers and
consumers.


EINSTEIN/NOAH BAGEL: New World Picks-Up $36MM of Bonds
------------------------------------------------------
New World Coffee-Manhattan Bagel, Inc. (NASDAQ: NWCI) announced
that it had consummated the purchase of $36 million of
Einstein/Noah Bagel Corporation 7.25% convertible subordinated
bonds due June 2004.

The bonds were purchased by New World and by Greenlight New World
Investors, LLC, a limited liability company of which New World is
the sole manager. When added to its current position, New World
presently controls a total of $59 million in Einstein bonds. The
Einstein bonds controlled by the Company and by the other
bondholders who have previously voted in the same manner as New
World, represent over 50% of the Common Stock which Einstein
would have outstanding upon emerging from bankruptcy under the
terms of Einstein's current Plan of Reorganization in the Federal
District Court in Phoenix, AZ.

New World also announced that it has completed a $20 million
financing with Halpern Denny III, L.P., an affiliate of Halpern
Denny and Co. The financing consisted of Series F three-year
redeemable pay-in-kind preferred stock and warrants to purchase
22.5% of New World's common stock at a nominal price. Halpern
Denny is a well-respected private equity investment firm with
significant expertise in consumer products, retailing and
restaurant/food concepts. The firm has more than $700 million
committed capital to support strong management teams focused on
driving their companies to leadership positions in their
respective industries.

In connection with the Series F issuance, the Company exchanged
$16.7 million in Series D preferred stock, issued to BET
Associates, L.P. and Brookwood New World Investors, LLC in August
2000 to finance an earlier purchase of Einstein bonds, into $16.4
million in Series F preferred stock with equivalent terms. BET
Associates, L.P. is a private investment company with access to
over $50 million in capital. Brookwood New World Investors is an
affiliate of Brookwood Financial Partners, L.P. a private equity
firm with realized and current investments having a value of
approximately $470 million.

Greenlight New World Investors has the right to exchange its
assets, consisting of Einstein bonds, with New World for shares
of Series E redeemable pay-in-kind preferred stock with similar
terms to the Series F preferred. The members of Greenlight New
World Investors are affiliates of Greenlight Capital, L.P., a
value-oriented partnership established principally to invest in
publicly traded U.S. corporate debt and equity securities.
New World will shortly file a report on Form 8-K with the
Securities and Exchange Commission, including the details
customary in such reports. The reports will be available on line
at http://www.sec.gov.

New World Coffee-Manhattan Bagel, Inc. currently franchises,
licenses or owns stores under its four brands in 26 states and
Washington, D.C. The Company is vertically integrated in bagel
dough manufacturing and coffee roasting, with plants in New
Jersey, California and Connecticut.


eTOYS INC.: Reports Fiscal Third Quarter Financial Results
----------------------------------------------------------
eToys Inc. (Nasdaq:ETYS) announced financial results for the
fiscal third quarter ended Dec. 31, 2000.

Net sales for the quarter were $131.2 million, a 23 percent
increase over net sales of $106.8 million in the same period a
year ago. On Dec. 15, the company had estimated net sales for the
quarter between $120 million and $130 million, down from the $210
million to $240 million it had estimated on Oct. 30. The company
has previously attributed the decrease to a harsh retail climate
and dampened enthusiasm for Internet retailing.

Gross margin for the quarter was 24.3 percent, up from 22.5
percent in the previous quarter. On Dec. 15, the company had
estimated gross margin for the quarter between 21 percent and 23
percent, down from the 22 percent to 24 percent it had estimated
on Oct. 30.

Excluding non-cash charges for deferred compensation and goodwill
amortization and non-cash charges attributable to preferred
stock, operating losses for the quarter were $74.5 million, or
$0.52 per share, compared with $62.5 million, or $0.52 per share,
a year ago. These operating losses represented 57 percent of net
sales for the quarter. On Dec. 15, the company had estimated that
these operating losses would represent between 55 percent and 65
percent of net sales, up from the 22 percent to 28 percent of net
sales it had estimated on Oct. 30.

Cash and cash equivalents at Dec. 31 were $62.8 million. On Dec.
15, the company estimated that cash and cash equivalents at Dec.
31 would be between $50 million and $60 million, down from the
$100 million to $120 million it had estimated on Oct. 30. This
compares with a cash and cash equivalents balance of $111.4
million at Sept. 30, 2000.

At Dec. 31, the book value of the company's inventory was $67.7
million. On Dec. 15, the company had estimated that this book
value would be between $60 million and $70 million.

The company also reported that total fixed and variable
fulfillment, customer service and credit card costs were $33.9
million for the quarter. On a rolling 12-month basis ended Dec.
31, these costs are running at 35.7 percent of revenue. In
addition, operating expenses were favorably impacted in the
quarter by the recovery of a $7.7 million reserve related to
resolution of a third party vendor dispute in favor of the
company.

Customer acquisition cost for the quarter was $40 per customer
based on advertising expense of $38.7 million for the quarter. On
a rolling 12-month basis ended Dec. 31, the company's customer
acquisition cost was $40.

The company added nearly one million new customers in the
quarter, bringing total customer accounts to nearly 3.4 million.
While a significant amount of new customers were added in the
quarter, existing customers accounted for 45 percent of orders.
Average order size for the quarter was $75 on a global
consolidated basis.

Capital expenditures and depreciation expense for the quarter
totaled $19.0 million and $8.2 million, respectively. For the
rolling 12-month period ended Dec. 31, the company reported
$113.5 million and $18.0 million, respectively.

The company anticipates that its current cash and cash
equivalents will be sufficient to meet its anticipated cash needs
to approximately March 31, 2001, although there can be no
assurance in this regard. In order to continue operations in
2001, the company will require an additional, substantial capital
infusion. There can be no assurance that additional capital will
be available to the company on acceptable terms, or at all.

As of Dec. 31, 2000, the outstanding liabilities of the company
include: $8.9 million of borrowings under the company's revolving
credit facility; notes payable and capital lease obligations of
$38.6 million; $150.0 million of the company's 6.25 percent
convertible subordinated notes due Dec. 1, 2004; a trade payable
balance of $38.1 million; a non-trade payable balance of $36.3
million; and accrued expenses of $13.1 million.

In order to preserve cash and reduce eToys' cost structure, the
company announced on Jan. 4, 2001, a plan to eliminate roughly
700 of the company's approximately 1,000 staff positions by March
31, 2001, to close its European operations and to cease
operations at two warehouses.

                        *   *   *

The company also reiterated that it is in the process of
reviewing its financial projections for the fiscal year ending
March 31, 2001, and periods thereafter, which will be highly
dependent upon the outcome of the strategic alternatives
currently under consideration by the company. In light of the
lower-than-expected revenue growth experienced during the quarter
ended Dec. 31, any information previously provided by the company
with respect to such periods should not be relied upon.
Specifically, the company no longer estimates that it will
achieve profitability by its fiscal year ending March 31, 2003,
or that its quarterly loss will narrow year-over-year for all
subsequent quarters, as previously stated.

As of Jan. 24, 2001, eToys had converted 7,886 shares of its
Series D Convertible Preferred Stock, with an aggregate stated
value of $78.9 million, into 69,630,623 shares of the company's
common stock, representing an average conversion rate of $1.13
per share of common stock. As of Jan. 24, 2001, the company had
an aggregate of 193,757,250 shares of common stock outstanding.


eTOYS INC.: Hires Goldman Sachs to Explore Strategic Alternatives
-----------------------------------------------------------------
eToys Inc. (Nasdaq:ETYS) has hired, and is working with, Goldman,
Sachs & Co. as its financial advisors to explore a range of
strategic alternatives, which may include a merger, asset sale,
investment in the company or another comparable transaction or
financial restructuring.

eTOYS INC.: Informal Unsecured Committee Taps Traub Bonaquist
-------------------------------------------------------------
eToys Inc. (Nasdaq:ETYS) disclosed that, on Jan. 10, at the
company's request and suggestion, an informal committee of its
unsecured creditors was formed. The committee consists of
representatives from Mattel, Hasbro, Lego Systems, R.R. Donnelley
& Sons, Staffmark, Fir Tree Partners and Pacific Asset
Management. These companies are estimated to represent
approximately 44 percent of the company's unsecured debt and
include holders of trade debt, non-trade debt and the company's
6.25 percent convertible subordinated notes due Dec. 1, 2004. The
committee is represented by the law firm of Traub, Bonacquist &
Fox LLP, located in New York.

The company and the committee initially met on Jan. 15, and the
company plans to communicate with the committee and its
representatives on a regular basis in the future. Following the
initial meeting, the company and the committee entered into a
standstill agreement. Under the agreement, through Jan. 31, the
committee members have agreed to forebear from taking any action
to collect on their debts, and the company has agreed not to pay
any past due debts and to operate under a budget designed to
maintain its current operations. The purpose of the committee is
to evaluate the company's assets and marketing strategy and
explore the possibility of recommending to the creditor
constituency acceptance of an out-of-court workout agreement
between the company and all of its creditors.


FINOVA CAPITAL: Moody's Downgrades Senior Debt Rating to Caa2
-------------------------------------------------------------
Moody's Investors Service took rating actions on FINOVA Capital
Corporation and its rated affiliates. Senior debt was downgraded
to Caa2 from Caa1. Accordingly, this action concludes Moody's
review of these ratings.

FINOVA is currently seeking to restructure its debts, either
within or outside of bankruptcy. But according to Moody's, FINOVA
is likely to seek bankruptcy court protection. The Caa2 rating
reflects Moody's belief that FINOVA's debtholders will experience
moderate impairment to their principal.

Moody's downgraded the following ratings:

FINOVA Capital Corporation

      Long-Term Issuer to Caa2 from Caa1
      Senior to Caa2 from Caa1

FINOVA Group Inc.

      Convertible Subordinated Debt to C from Ca

FINOVA Finance Trust

      Preferred Stock to "c" from "ca"

The following ratings were withdrawn:

FINOVA Group Inc.

      Cumulative Preferred Stock Shelf rated (P) "ca"
      Non-Cumulative Preferred Stock Shelf rated (P)"c"

FINOVA Capital Corporation

      Subordinated Shelf rated (P)Ca


FINOVA Capital Corporation is a commercial finance company; its
operations are primarily in the United States. At September 30,
2000, FINOVA Capital Corporation reported total assets of
approximately $13 billion. FINOVA Capital Corporation is a wholly
owned subsidiary of FINOVA Group, Inc., and it is based in
Scottsdale, Arizona.


FINOVA GROUP: Shares Tumble After Leucadia Backs Away
-----------------------------------------------------
Finova Group Inc.'s shares tumbled and the company moved a step
closer to a possible bankruptcy as it and Leucadia National Corp.
said they ended an agreement in which Leucadia was to invest up
to $350 million in the troubled lender, according to Reuters. The
termination, coming eight months after Finova first said it was
exploring "strategic alternatives," may also affect billionaire
Warren Buffett, who reportedly in the fall bought several hundred
million dollars of Scottsdale, Ariz.-based Finova's distressed
bonds.

"My initial impression is that this has to be viewed negatively"
for Finova, said Michael Vinciquerra, an equity research analyst
for the St. Petersburg, Fla.-based Raymond James & Associates
Inc. "To me, Leucadia's backing out takes away Finova's best
lifeline."

Finova, which lends mainly to small- and medium-sized businesses,
said it intends to keep working with creditors and present a
restructuring plan in the "very near future."

In a joint statement, Finova and Leucadia said Finova's bank
lenders and bondholders were the main roadblocks to any planned
restructuring. In a recent filing with the Securities and
Exchange Commission, Finova said it had about $4.7 billion of
bank debt and $6.6 billion of bonds. "The termination was agreed
to after it became evident that the parties would not likely
conclude a restructuring agreement with Finova's bank lenders and
public debt holders on terms deemed mutually acceptable to Finova
and Leucadia," the companies said. When the companies announced
the investment on Dec. 21, Finova said its lenders would have to
agree to any restructuring for Finova to avoid having to seek a
bankruptcy reorganization. (ABI World, January 25, 2001)

The FINOVA Group Inc., through its principal operating
subsidiary, FINOVA Capital Corporation, is a financial services
company focused on providing a broad range of capital solutions
primarily to midsize business. FINOVA is headquartered in
Scottsdale, Ariz., with business development offices throughout
the U.S. and London, U.K., and Toronto, Canada. For more
information, visit the company's website at http://www.finova.com

Leucadia National Corporation is a holding company for its
consolidated subsidiaries engaged in property and casualty
insurance (through Empire Insurance Company and Allcity Insurance
Company), manufacturing (through its Plastics Division), banking
and lending (principally through American Investment Bank, N.A.)
and mining (through MK Gold Company). Leucadia also currently has
equity interests of more than 5% in the following domestic public
companies; Carmike Cinemas, Inc. (6% of Class A Shares), GFSI
Holdings, Inc. (6%), Jordan Industries, Inc. (10%) and PhoneTel
Technologies, Inc. (7%).


FLEET SALES: Advanced Wireless Signals Bid
------------------------------------------
Advanced Wireless Systems, Inc. (OTC Bulletin Board: AWSS)
announced that it has entered into a Letter of Intent to acquire
Fleet Sales West, Inc.

Fleet Sales West is located in Phoenix, Arizona and is in the
business of automotive sales with a primary emphasis on acquiring
and selling used and new automobiles from national car rental
agencies. During the first three quarters of 2000, Fleet Sales
West posted gross revenues of approximately $17.5 million. Fleet
Sales West is currently in Chapter 11 proceedings and the
acquisition is subject to approval by the United States
Bankruptcy Court through a Plan of Reorganization.

In announcing the planned acquisition, Advanced Wireless Systems'
President, Stan Wilson, stated: "It has been the Company's plan
for some time to achieve profitability through Diversification."
Wilson further noted, "This acquisition is compatible with our
recent acquisition of Daybreak Auto Recovery, Inc. and our recent
announcement of acquiring the RAP Group, Inc." Daybreak Auto
Recovery is the largest automotive repossession business north of
the Golden Gate Bridge to the Oregon border. The RAP Group, Inc.
acquisition is in the final phases of completion. RAP posted
gross revenues of $7.25 million for the year ended December 31,
2000. The RAP Group is located in Fulton, California.


FRUIT OF THE LOOM: Sells Laundry Equipment to Ibis for $625,000
---------------------------------------------------------------
Fruit of the Loom, Ltd., sought and obtained Bankruptcy Court
authority for an asset sale, free and clear of all liens, claims
and encumbrances, to Ibis De Mexico,S.A. de C.V. Fruit of the
Loom also received approval of bidding procedures in the event a
higher and better offer emerges. The sale price is $625,000.

The assets are specialized laundry equipment, which were used to
wash jeans manufactured by Gitano at Fruit of the Loom's plant in
Harlingen, Texas. The laundry equipment gave a stonewashed
appearance to the jeans. Since the sale of most other Gitano
assets, Fruit of the Loom no longer produces these garments and
the assets of interest have not been used and will not be in the
future. Some of the assets may be equipment subject to synthetic
leasing arrangements, but are being sold free and clear of any
such interest. The application of the proceeds of equipment
financed by a synthetic lease is the subject of negotiations. As
of the petition date, approximately $87,500,000 was outstanding
under synthetic leases.

On October 2, 2000, Ibis de Mexico delivered a certified check
for 20% of the purchase price or $125,000. The deposit will be
credited at the closing of the transaction. Ibis de Mexico will
deliver the balance by certified check on the closing day.

Ibis de Mexico will provide Fruit of the Loom with a certificate
of insurance naming Fruit of the Loom as an additional insured
party, in an amount of $5,000,000 to insure Debtor against any
and all costs or damages incurred by Fruit of the Loom, its
agents or employees, in connection with the dismantling and
removing of the equipment from the facility. Ibis de Mexico
president and owner, Alberto Allwood, signed the purchase offer
attached to the filing.

Ms. Stickles states that the asset sale is a reasonable business
decision and is in the best interest of Fruit of the Loom's
estate and its creditors. Fruit of the Loom holds that the sale
price may be below replacement value. However, the assets were
shopped around, first as part of the Gitano asset sale, and again
on a stand-alone basis. (Fruit of the Loom Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENESIS HEALTH: Strikes Supplemental Deal with ElderTrust
---------------------------------------------------------
Genesis Health Ventures, Inc. & The Multicare Companies, Inc.'s
First Motion to Extend Time to Assume and Reject Leases provided
for a short extension to January 16, 2001 with respect to the
ElderTrust leases pending settlement between the parties. The
Debtors, directly or through joint ventures with nondebtors,
lease or sublease 28 properties from ElderTrust or its
affiliates. The Debtors and ElderTrust are parties to multiple
debtor/creditor, mortgagee/mortgagor, guarantee/guarantor, and
other agreements.

Pursuant to Rule 9019 of the Bankruptcy Rules, the parties have
now reached an agreement to settle and compromise claims, as
memorialized in a Master Agreement.

The Debtors tell Judge Walsh that the Master Agreement extends
certain maturity dates, adjusts the aggregate principal balance
of secured loans made by an affiliate of ElderTrust to certain of
the Debtors, and provides for the assumption, as modified, of
several significant leases of nonresidential real property
between certain of the Debtors, as tenants, and affiliates of
ElderTrust, as landlords, pursuant to section 365 of the
Bankruptcy Code.

The Debtors note that pursuant to the Agreement, they will obtain
favorable modifications of several leases, which result in annual
rent reductions in the aggregate amount of $745,000.

In addition, as a result of the settlement, the Debtors will
become the owner of an office building and a clinic/training
facility located in Windsor, Connecticut.

The Debtors also point out that pursuant to the Agreement, they
will obtain favorable concessions in connection with a secured
term loan made by an affiliate of ElderTrust to a nondebtor joint
venture partnership. The Debtors have a 51% interest in the
partnership which operates a long term care center in Florida. In
order to effectuate this portion of the transaction, the Debtors
will need to acquire the nondebtor interest in the joint venture
pursuant to that certain Stock and Limited Partnership Interest
Purchase Agreement, dated November 27, 2000.

Under the Master Agreement, ElderTrust and its affiliates will
offset an $8,500,000 unsecured promissory note, pursuant to which
an ElderTrust affiliate is indebted to one of the Debtors,
against secured loans, pursuant to which certain of the Debtors
are indebted to an ElderTrust affiliate.

The Debtors will also release an ElderTrust affiliate from its
obligations to purchase certain property associated with assisted
living centers that were developed by the Debtors. These purchase
obligations arise under certain asset transfer agreements
executed in connection with the secured loans.

In addition, pursuant to the Master Agreement, the Debtors will
convey to ElderTrust a parcel of real property located adjacent
to an assisted living facility owned by an affiliate of
ElderTrust.

          Extension of Time to Assume or Reject Leases

Because the motion provides for the assumption of the leases
effective as of the closing date of the transactions contemplated
by the Master Agreement, which the Debtors expect to be January
31, 2001, the Debtors also seek in the motion an extension of the
date by which they must assume or reject the ElderTrust Leases
from the previously approved deadline of January 16, 2001 to
February 28, 2001.

                     Extension of Bar Date

ElderTrust has requested, and the Debtors have agreed, that in
the event the parties fail to consummate the transactions
contemplated by the Master Agreement, ElderTrust and its
affiliates should not be barred from asserting their prepetition
claims against the Debtors because the general Bar Date has
passed. Therefore, the Debtors and ElderTrust intend to enter
into a stipulation to extend the Bar Date, as it applies to
ElderTrust and any of its affiliates, until January 16, 2001. In
the motion, the Debtors further move the Court to extend the Bar
Date, as it applies to ElderTrust and any of its affiliates, to
February 15, 2001.

At the Debtors' behest, Judge Walsh granted the motion.
(Genesis/Multicare Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLENOIT CORPORATION: Court Okays Extension of DIP Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court approved Glenoit Corp.'s motion for an
extension of Glenoit's current debtor-in- possession financing
facility, through June 29, 2001. Also, effective as of January
17, 2001, Glenoit Corporation appointed an independent third
party as the sole member of the board of directors for Glenoit
Corporation and all of its domestic affiliates. The majority of
the former directors of Glenoit Corporation had made offers or
inquiries regarding a purchase of the Company's operations, and
this independent party will evaluate any offers submitted in the
future. Glenoit has been operating under Chapter 11 protection
since August 8, 2000. (New Generation Research, January 25,2001)


GREATENTERTAINING.COM: Shutting Doors after Burning through $35MM
-----------------------------------------------------------------
San Francisco-based Great Entertaining Inc. will be turning out
the lights as the online marketplace for entertainment and party
supplies packs it in, according to a newswire report. Christy
Ross, company founder, president and CEO, blamed market
conditions for the business failure. "We are saddened that we
won't be able to continue to help and serve you," she said. The
site will continue to take orders through Jan. 29. "We understand
that with the recent success of our clearance sales, we have
slipped from our usually high standards of order fulfillment and
customer service," Ross continued. "However, we felt it best for
our loyal customers to receive the benefits of deep discounting
rather than the liquidators." Venture capital firms such as
Benchmark Capital and Technology Crossover Ventures backed the
operation. Great Entertaining reported on its web site that it
has secured more than $35 million in funding to date. The number
of jobs lost was not immediately available. (ABI World, January
25, 2001)


HEILIG-MEYER CO.: Lenders Approve Proposed Business Plan
--------------------------------------------------------
Heilig-Meyers Co.'s lenders have approved the bankrupt furniture
retailer's proposed business plan, according to the company's
most recent quarterly report filed with the Securities and
Exchange Commission. The business plan, which was compiled after
Heilig-Meyers completed an evaluation of its operations and
liquidity provided by the lenders, is now in the hands of the
company's official committees of unsecured creditors and equity
holders. (ABI World, January 25, 2001)


HOMEPOINT.COM: Shuts Down Web Furniture Exchange
------------------------------------------------
HomePoint.com has abandoned its furniture industry web exchange,
shutting its Greenville, S.C., headquarters and consolidating
remaining operations with the Colorado software subsidiary it
acquired last summer, according to LocalBusiness.com. The two-
year-old company, which had raised $72 million in financing,
blamed its demise on the weakening economy and a technology-shy
furniture industry. After struggling to build the consumer
business, HomePoint last March shifted its strategy and began
developing a business-to-business exchange linking furniture
retailers and manufacturers. Last fall, it won a spot on Forbes
magazine's "Best of the Web" list as one of the nation's top
business-to-business sites.

Three employees remain in temporary offices to help complete the
shutdown, including transferring HomePoint's web site code and
other assets to Profitsystems Inc. in Colorado Springs, Colo.
Another 70 employees remain at Profitsystems, a developer of
retail management software for the furniture industry that
HomePoint acquired only last June. Rick Stark, the CEO at
Profitsystems, said his company likely would not resurrect the
web site at HomePoint.com anytime soon, though he believes the
industry eventually will use an online exchange. "We're moving
any and all (business-to-business) transactional software into
our own and we're going to be launching it from that platform,"
Stark said. (ABI World, January 25, 2001)


ICG COMMUNICATIONS: Continues Customer Programs And Practices
-------------------------------------------------------------
ICG Communications, Inc. requested and obtained an Order
authorizing them to continue certain customer programs and
practices that they deem necessary and in the best interests of
their estates and creditors in the same manner as these practices
were implemented prior to the commencement of these Chapter 11
cases. These include customer credits against future
transactions, discounts, promotions and incentives to customers
and vendors, and other practices as the Debtors deem necessary to
promote the best interests of the estates.

The Court further directed that, to the extent checks are issued
to customers or other entities in connection with such practices,
the banks on which any such checks are drawn either before, or,
or after the Petition Date are authorized to honor such checks.
However, the Court stated that any payments made under this Order
cannot be considered as admissions of the validity of any
underlying obligation, and reserved to the Debtors the right to
contest any such obligations. (ICG Communications Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LERNOUT & HAUSPIE: Hiring Loeff Claeys As Local Belgian Counsel
---------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.
presented an application seeking authority to employ the law firm
of Loeff Claeys Verbeke retroactively to the Petition Date as
special counsel for litigation, mergers and acquisitions
corporate and securities matters, and as local counsel in
Belgium. This firm has been representing L&H since 1994, and have
handled essentially all of the L&H corporate matters and Belgian
acquisitions.

The services to be rendered by LCV will include:

      (a) general corporate matters;

      (b) securities matters, including certain filings with
          EASDAQ;

      (c) employee benefit plan matters, including matters LCV was
          working on at the time these cases were commenced;

      (d) matters for which local counsel may be necessary in
          Belgium (including, possibly in connection with
          securities class action litigation and employment law
          matters);

      (e) potential sales of assets with which LCV has substantial
          background knowledge;

      (f) advice and litigation related to Belgium insolvency laws
          and the concordat; and

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

Wim Dejonghe, a member and managing partner of Loeff Claeys
Verbeke, and a member and managing partner of Allen & Overy, has
averred that compensation would be payable to LCV on an hourly
basis, plus reimbursement of expenses. LCV's attorneys are likely
to represent the Debtor in this case at current standard hourly
rates ranging from between $100 to $400. In the application's
body, these rates are stated as $250 to $400 for partners, and
$100 to $200 for associates. The paralegals that likely will
assist the attorneys who represent the Debtor have current
standing hourly rates of $75. These hourly rates are said to be
subject to periodic adjustments to reflect economic and other
conditions. All services rendered by LCV in 2001 will be rendered
by Allen & Overy, an English partnership, which LCV attorneys
have joined as of January 1, 2001.

Mr. Dejonghe discloses that LCV does not represent or hold any
interest adverse to the Debtors or to the estates on the matters
on which the Debtors seek to employ LCV. However, LCV is included
in the list of twenty largest unsecured creditors as holding a
claim in the estimated amount of $151,000. LCV is said to be in
the process of calculating the exact amount of its prepetition
general unsecured claim.

The only connection with these cases disclosed by Mr. Dejonghe is
the representation of L&H in various matters, including the
Belgian legal aspects of its acquisitions of Dictaphone
Corporation and Dragon Systems, Inc., in 2000. (L&H/Dictaphone
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LIBERTY HOUSE: Court Gives Nod to Settlement Pact with Creditors
----------------------------------------------------------------
A federal judge approved the settlement between Liberty House and
its creditors that will bring the 151-year-old company out of
three years of bankruptcy, according to a newswire report. The
approval came after a second day of hearings in front of
bankruptcy Judge Lloyd King.

The deal was reached between Liberty House's owner, Amfac JMB,
and the venture capitalists who are owed the bulk of the
company's debt. Under the agreement, Liberty House's biggest
lenders will now become the majority owners, while smaller
creditors will receive a substantial portion of their claim. The
only loose end in the deal is the Internal Revenue Service, which
has a back-tax claim against Liberty House. Judge King ordered
both sides to try and settle the claim. If not, Judge King said
he would estimate how much the store will have to pay. The
settlement is contingent on capping the back taxes at $10
million. (ABI World, January 25, 2001)


LOEWEN GROUP: Rejects Shareholder Agreement With Vay & Meeson
-------------------------------------------------------------
As contemplated by the Vay-Meeson Shareholder Agreement entered
by The Loewen Group, Inc., Robert Vay and Douglas Meeson on or
about May 10, 1995, Mr. Vay and Mr. Meeson each executed a non-
recourse Promissory Note, borrowing in the aggregate $270,000
from LGII for their equity contributions for acquisitions by Vay-
Meeson Holding. Mr. Vay and Mr. Meeson have not incurred any
personal indebtedness under the Promissory Notes and have not
made any payments under the Promissory Notes.

As recited in the Vay-Meeson Shareholder Agreement, Robert Vay,
Douglas Meeson and LGII hold all of the outstanding shares of
common stock of Vay-Meeson Holding. Mr. Vay and Mr. Meeson in the
aggregate hold 10 shares of Class A common stock, and LGII holds
90 shares of Class B common stock.

Under the Vay-Meeson Shareholder Agreement, Robert Vay and
Douglas Meeson agreed to fund 3.3% of the acquisition cost for
the first $10 million of acquisitions by Vay-Meeson Holding, or
$330,000.

The Shareholder Agreement also provides that Mr. Vay and Mr.
Meeson have a Put Right pursuant to which they may require LGII,
on 120 days notice, to purchase their Class A common stock at an
agreed price to be determined by a formula set forth in the
Agreement. The minimum "agreed price" is the particular
shareholder's equity contribution less the accrued and unpaid
interest on the shareholder's loan.

On September 22, 2000, LGII filed its Motion for authority to
reject, among other Shareholder Agreements, the Vay-Meeson
Shareholder Agreement, including the non-recourse Promissory
Notes.

                          Agreement

To resolve the Motion to Reject in connection with the Vay-Meeson
Shareholder Agreement, and related matters, the parties agree
that the Debtors, on the one hand, and Robert Vay and Douglas
Meeson, on the other hand, release and discharge each other and
parties concerned, from all claims, suits, causes of action or
demands arising under or relating to the Vay-Meeson Shareholder
Agreement, the Put Right, or the Promissory Notes. Pursuant to
the Agreement, that portion of Claims 4326, 4327, 4328, 4330 and
7530, as well as any other Claims filed by Robert Vay or Douglas
Meeson, pertaining to asserted damages arising under the Vay-
Meeson Shareholder Agreement is withdrawn in accordance with
section 502 of the Bankruptcy Code, and Robert Vay and Douglas
Meeson shall amend those claims accordingly. Robert Vay and
Douglas Meeson also covenant not to sue, file a claim against or
otherwise pursue LGII or any of the other Debtors with respect to
any claim arising under the Vay-Meeson Shareholder Agreement in
any court, tribunal or other forum, including, without
limitation, the Bankruptcy Court or the Ontario Superior Court of
Justice in Toronto, Ontario.

Judge Walsh has given his stamp of approval. (Loewen Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LTV CORPORATION: Adequate Assurance Proposal for Utility Services
-----------------------------------------------------------------
The LTV Corporation requested entry of a preliminary and final
order determining that the Debtors' pre-petition history of
prompt and full payments to the approximately 250 gas, water,
electric, telephone, and other utility companies providing
services to the Debtors, together with their demonstrable ability
to pay future utility bills, considered with the administrative
priority status afforded the Utility Companies' postpetition
claims, constitute adequate assurance of payment for future
utility services.

The Debtors point out that any interruption in utility services
could prove devastating to the Debtors' business operations. A
temporary or permanent discontinuation of utility services at any
of the Debtors' facilities could irreparably disrupt those
operations and, as a result, fundamentally undermine the Debtors'
reorganization efforts.

The Debtors propose to provide the statutorily required adequate
assurance of future payment to the utility companies by providing
a mechanism for the utility companies to request additional
assurance of future payment. In particular, the Debtors request
entry of an interim order continuing service, while permitting
the utility companies wishing to seek additional assurance to
make a written request within 30 days after service of the
interim order to the Debtors and their counsel, and permitting
the Debtors, without further order of the court, to enter into
agreements granting to the utility companies submitting such
requests any additional assurance of future payment that the
Debtors, in their sole discretion, deem reasonable.

In the event that the Debtors receive a request for adequate
assurance which they deem to be unreasonable, then upon the
request of the utility the Debtors will promptly file a motion
seeking a determination of adequate assurance of future payment
from the Court.

Any utility company not timely requesting additional assurance
will be deemed, on a final basis, to have adequate assurance of
payment for future utility services, and as to that utility the
interim order will become a final order on the day following the
lapse of the request deadline. (LTV Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


LTV CORPORATION: Hires Jay Alix to Lead Restructuring Effort
------------------------------------------------------------
The LTV Corporation (OTC Bulletin Board: LTVCQ) announced the
hiring of Jay Alix & Associates, a recognized leader in corporate
and operational restructuring. James J. Bonsall, Jr., a principal
in the firm, will lead the effort to restructure LTV's integrated
steel operations. Mr. Bonsall has led the successful turnaround
of auto parts manufacturing, pharmaceutical distribution and air
transport companies.

"Jim Bonsall will assist me in designing and implementing a
strategy that will maximize the value of the Company for its many
and diverse stakeholders. Our objective is to secure the long-
term viability of LTV by restructuring the integrated steel
operations to succeed in today's highly competitive environment,"
said William H. Bricker, LTV's chairman and chief executive
officer.

"Jim Bonsall is experienced in solving the complex problems
facing manufacturing companies. He will devote all of his time to
developing permanent solutions to the fixed cost and operating
problems facing LTV's integrated steel operations," Mr. Bricker
said. Mr. Bricker said that he was committed to completing LTV's
restructuring as quickly as possible. He said that the day-to-day
operation of LTV's integrated steel and metal fabrication
businesses continues to be managed by the respective subsidiary
presidents.

LTV also said that it is encouraged by the progress of its
efforts to secure permanent financing for its restructuring and
reorganization efforts. LTV officials continue to hold
discussions with its syndicated group of lenders. Mr. Bricker
noted that required documentation and due diligence activities
are underway and expected the financing arrangements to be
completed within the next few weeks.

The LTV Corporation is a manufacturing company with interests in
steel and metal fabrication. LTV's Integrated Steel segment is a
leading producer of high-quality, value-added flat rolled steel,
and a major supplier to the transportation, appliance, electrical
equipment and service center industries. LTV's Metal Fabrication
segment consists of LTV Copperweld, the largest producer of
tubular and bimetallic products in North America and VP
Buildings, a leading producer of pre-engineered metal buildings
for low-rise commercial applications


LUCENT TECHNOLOGIES: Declares Loss of More Than $1 Billion
----------------------------------------------------------
Lucent Technologies Inc., the once seemingly invincible
telecommunications equipment maker, announced plans to eliminate
10,000 jobs - nearly 10 percent of its total workforce - as part
of a substantial restructuring aimed at putting its financial
house in order, according to The Washington Post. Lucent's
announcement came as the company detailed its earnings for the
most recent quarter, posting a loss of more than $1 billion,
despite revenues that exceeded $5.8 billion.

The company said it would take a one-time accounting charge of
between $1.2 billion to $1.6 billion to pay the costs of
eliminating the jobs. Jobs will be cut through a combination of
layoffs and attrition, the company said, with most of the layoffs
concentrated within its marketing and sales force. Employees will
be notified between Feb. 15 and early March. The job cuts, as
well as plans for shelving unprofitable product lines and
limiting production in the face of a slowing economy, are aimed
at reducing the company's costs by $2 billion a year - double the
amount Lucent executives targeted last month. "With this
announcement, we are outlining a comprehensive set of actions to
rebuild the company for long-term, sustainable profitability,"
said Lucent Chairman and Chief Executive Henry Schacht. "They
will serve as the foundation for putting Lucent back on track."
As part of its restructuring, Lucent announced plans to focus its
marketing staff away from the start-up carriers and on larger
more established players as well as international enterprises.
(ABI World, January 25, 2001)


NATIONAL HEALTH: 4th Amended Plan Declared Effective on Jan. 22
---------------------------------------------------------------
National Health & Safety Corporation (OTC Bulletin Board: NHLT)
announced that the Company and the Co-Proponents under the
Company's Fourth Amended Joint Plan of Reorganization have
implemented the Plan as of the Effective Date of the Plan,
January 22, 2001.

The initial implementation of the Plan includes the acquisition
by the Company of MedSmart Healthcare Network, Inc. -- the owner
of POWERx -- as a wholly owned subsidiary of the Company, the
infusion of $600,000 in capital, and the initiation of
distributions under the Plan to the creditors and equity holders
of the Company, all as described in the Plan.

The implementation of the Plan effectuates the corporate and
financial restructuring of the Company and centers upon the
reacquisition of POWERx by the Company.

POWERx is a comprehensive medical benefits discount program,
serving a potential target market of the 80 million consumers
with little or no health insurance. POWERx achieves savings by
negotiating discounts with health care providers on its members'
behalf. The POWERx network of over 400,000 providers includes
physicians, pharmacies, hospitals, clinics and laboratories,
vision and hearing care specialists, dentists, chiropractors,
home care, assisted living facilities and holistic centers. With
savings to members averaging 37%, POWERx serves as a stand-alone
benefit, a low-cost alternative to health insurance, or an
enhancement to an existing health insurance policy. Members can
also use POWERx to save on a variety of non-medical goods and
services.


OWENS CORNING: Proposes Employee Retention & Severance Programs
---------------------------------------------------------------
Owens Corning requested that Judge Walrath authorize them to (i)
assume and continue their existing employee retention program,
with certain modifications, (ii) enter into a supplemental
employee retention and emergence program, (iii) assume and
continue their existing employee severance program, to extend the
program to certain additional employees, and to incorporate
existing severances provisions into new employment agreements
with one or more key management employees, (iv) assume and
continue certain existing employee inventive programs, with
certain modifications, (v) assume and continue certain programs
providing for contributions by the Debtors to employee 401(k)
plans, with certain modifications, and (vi) assume and continue
an existing performance-based global awards program, subject to
certain modifications.

The employee programs are said by the Debtors to be described in
detail in a "Review of Proposed Chapter 11 Compensation Programs"
to be filed under seal and only after entry of an appropriate
confidentiality order. The exhibits are not attached to the
Motion, and the Debtors have filed a concurrent motion for an
order protecting the Debtors' interest in confidential
information to be contained in these exhibits. If and when
the confidentiality order is entered, the Debtors will promptly
file all confidential exhibits referenced in their Motion with
the Court under seal.

The employee program consists of (i) an employee retention
program which the Debtors initiated in July 2000 and under which
the Debtors will pay retention bonuses at specified intervals to
approximately 235 key employees; (ii) a supplemental employee
retention and emergence program which the Debtors intend to
establish upon approval of this Motion and which will pay
additional bonuses to certain key employees upon the date of the
conclusion of these Chapter 11 cases, if the emergence date
occurs no later than 2004, and to the remaining key employees on
either the emergence date or January 1, 2004, whichever is
earlier (provided, however, that if emergence occurs in 2001,
payment shall be made in January of 2003); (iii) the Debtors'
existing employee severance programs consisting of a salaried
employee separation allowance plan which extends to all salaried
employees in the United States except senior management, as well
as individually negotiated severance agreements which the Debtors
seek to continue with respect to certain currently covered
employees, and which the Debtors seek authorization in certain
cases to replace with employment agreements, or to extend or
modify with respect to certain additional employees; (iv) certain
of the Debtors' existing incentive-based compensation programs
consisting of (a) the corporate incentive plan, which provides
for discretionary performance-based incentive payments to
approximately 1,250 of the Debtors' employees, and (b) the
officer stretch incentive plan, an incentive program for
approximately 59 of the Debtors' senior managers and key
employees; (v) certain of the Debtors' existing 401(k)-related
employee programs, consisting of (a) a 401(k) plan, a non-
incentive-based program under which the Debtors make matching
contributions for the benefit of a broad cross-section of the
Debtors' employees, and (b) the profit sharing contribution
plan, an incentive-based program pursuant to which the Debtors
make additional cash contributions for the benefit of a broad
cross-section of the Debtors' employees in an amount based on
objective company performance measures; and (vi) the Debtors'
Global Awards Program, originally a stock-based employee
incentive program which, as modified, will provide for additional
cash awards to employees based on objective company performance
measures not described in the Motion.

Each of the employee programs is said by the Debtors to be an
integral part of a comprehensive employee retention program
designed by the Debtors in an effort to minimize management and
employee turnover. The Debtors believe that the employee programs
provide the incentives necessary to ensure that a sufficient
number of key employees, including senior management, will remain
in the Debtors' employ as they work towards a successful
reorganization.

The modification to the employee retention program, originally
adopted in July 2000, and modified in October 2000 to provide for
payments in three installments rather than in a single lump sum,
provides for distribution of pay-to-stay bonuses to the 236 key
employees identified by the Debtors only as those persons most
essential to the continued operation of their businesses. To
participate, each employee must affirm an intent to remain in the
Debtors' employ through December 31, 2001. After implementing
this program, the Debtors have lost only one of the 236 key
employees. Each key employee will be paid a retention payment
ranging from one-half to twice the key employee's base annual
salary in three installments, beginning in January 2001, and
continuing at six-month intervals thereafter. The employee must
be in the Debtors' employ on the pertinent retention payout
dates, except that in the event of the key employee's death,
disability or termination without cause, a pro rata portion of
the next scheduled installment will be paid. If a key employee
resigns or is terminated with cause prior to a retention payout
date, the employee forfeits his or her right to receive a
distribution on that date. However, the Debtors expressly retain
the discretion to award some or all of the forfeited retention
payment to any employee hired or promoted to fill the position of
the departing key employee.

The maximum aggregate amount of the retention payments to be made
under this program is $34,499,000, including the re-use of any
forfeitures. Payouts to specific employees are confidential.

The employee supplemental retention/emergence program offers
additional bonuses to the same 236 key employees covered by the
employee retention program. With respect to the Debtors' twelve
most senior key employees, these payments will be set according
to a sliding scale, such that the amount of the payments to
senior key employees will decrease the longer the Debtors remain
in Chapter 11. In addition, the senior key employees will receive
no supplemental payment at all if the Debtors have not emerged
from bankruptcy by the end of 2004. With respect to all other key
employees, the payments will be made in a single lump sum on
either January 1, 2004, or the emergence date, whichever is
earlier. These payments are subject to the same employment and
termination terms described for the retention payments. The
bonuses are set between one-half and twice the annual base
salary of each key employee. The specific payments to each
employee will be filed under seal. The maximum aggregate amount
of all bonuses is approximately $36.6 million, including re-use
of any forfeitures.

The Debtors propose to confirm their existing severance program
and strengthen it in four ways. First, the Debtors propose to
extend individualized severance agreements to certain members of
upper management who do not currently have individualized
severance agreements. Second, the Debtors request authority to
enter into similar severance agreements with any employees hired
to replace officers who previously had separate severance
agreements on flexible terms. Third, the Debtors request
confirmation of the continuation of the employee severance
program to give employees assurances that if they are terminated
during the pendency of these Chapter 11 cases, any severance
claims they hold will have the status of post-petition
administrative claims rather than pre-petition general unsecured
claims. Fourth, the Debtors propose to incorporate existing
severance protections into new employment agreements with one or
more key management employees.

The existing severance program covers the majority of the
Debtors' approximately 5,600 U.S.-based salaried employees. Each
employee is entitled to an amount equal to two weeks of pay for
every year of service, up to a maximum payment of one year's base
salary. At present, 41 of the Debtors' senior executives have
executed separate severance agreements, to be filed under seal.
Of these, 28 have agreements providing for the payment of one
year's base salary plus the average yearly CIP payment which the
employees had received during the previous three years. Twelve
have agreements providing for the payment of two years' base
salary, plus twice the average yearly CIP payment received in the
previous three years, while the Chief Executive Officer has a
separate agreement providing for severance equal to 3.3 times his
base annual salary. Each of the severance agreements provides
other benefits, including (i) prorated incentive pay for the year
in which the executive is terminated; (ii) immediate vesting of
all stock options and shares of restricted stock previously
awarded; (iii) continuation of health benefits for the duration
of the severance agreement term; and (iv) one year of
outplacement assistance. Many of these agreements also include
and are predicated upon covenants not to compete, which prevent
the Debtors' most highly valued employees from moving to
competitors.

The Debtors also seek to extend one-year severance agreements to
up to approximately eighteen officer-level executives who
currently have no severance agreements. The Debtors state their
belief that, absent this extension, the additional executives may
not be willing to continue working for the Debtors, causing
significant disruption in those divisions of the Debtors'
businesses in which they are employed.

The Debtors request that the court authorize continuation of the
existing incentive programs through 2001. These include such
items as annual incentive pay to approximately 1,250 officers,
leaders and key contributors who are given the opportunity to
earn additional compensation based on the Company's attainment of
certain performance objectives, including its attainment of
target levels of income and cash flow from operations. The total
payout to participants in 1999 was $38.7 million, while $19.6
million was paid out in the first half of 2000. The Debtors
anticipate that if the program's continuance is authorized their
maximum payout will be $45.7 million for 2001. No payout is
anticipated for the second half of 2000.

In addition to this program, the Debtors maintain a program whose
participants consist of 59 officers and other key employees. This
program pays out bonuses measured by income from operations. For
1999 payments made from this program totaled $9.1 million, and
for the first half of 2000, $5.2 million. The Debtors estimate
that the total bonuses under this program for the second half of
2000 will be zero, and for 2001 a maximum of $14.5 million.

The Debtors' 401(k) plan is not tied to individual incentives or
Company-based performance factors. Any salaried employee may
contribute up to 15% of his or her pay to a 401(k) account, where
the employee's funds can be invested among any of 14 Fidelity
Funds. The Debtors make 50% matching contributions to the
accounts on the first 10% of pay contributed by the employee. A
similar program exists with respect to the Debtors' hourly
employees, except that the specific contribution and matching
amounts vary by division and discrete business unit, and are also
subject to the terms of certain collective bargaining agreements.
The Debtors had previously made an additional contribution to
salaried employees' 401(k) accounts equal to between 0 and 4% of
the employees' base pay, the exact amount of which is determined
according to the Company's attainment of performance goals
identical to those used in other incentive programs. Before
October 2000 the Debtors made 50% of their contributions in
Company stock, but this is no longer feasible. The Debtors intend
to modify this plan to provide for contributions to any of the
Fidelity Funds selected by the participant.

The Global Awards program is a modification of the Debtors' prior
global stock plan, which is no longer feasible in light of the
Chapter 11 filings. To alleviate employee discontent, the Debtors
propose to modify the program by (i) eliminating the Global Stock
Option Award; (ii) increasing the performance award from 0-8% of
salary to 2-10% of salary, payable in cash and based on Company
performance; and (iii) changing the name of the program to the
Global Awards program.  (Owens Corning Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC AEROSPACE: Moody's Junks Credit Ratings
-----------------------------------------------
Moody's Investors Service lowered the following ratings of
Pacific Aerospace & Electronics, Inc.:

      * $63.7 million of 11-1/4% senior subordinated notes due
        2005 to C from Ca,

      * Issuer rating to Ca from Caa3,

      * Senior Implied rating to Caa3 from Caa2.

The outlook remains negative.

According to Moody's, the rating action was prompted by the
Company's statement in its recently filed second-quarter ended
November 30, 2000 10-Q that it may be unable to make the
approximately $3.6 million interest payment on its 11 1/4% senior
subordinated notes due February 1, 2001. In late October, Pacific
Aerospace said it intended to sell its European Aerospace Group
in order to reduce outstandings on the notes. However, initial
bids for the Group are expected only in February 2001, with a
goal of closing by May 31, 2001.

The Company's financial situation has deteriorated further since
the "going concern qualification" expressed by its independent
auditor KPMG LLP in the Company's 10-K for the fiscal year ended
May 31, 2000 due to continued reported losses, Moody's said.
Accordingly, in the six-months ended November 30, 2000, Pacific
Aerospace's net loss doubled to $7.2 million and cash flow from
operations continued to be negative. Of particular concern is the
Company's difficult liquidity situation. The Company's U.S.
credit line of $6.3 million was drawn $5.9 million as of November
30, 2000. This line matures on February 5, 2001. Its $5.0 million
(pounds 3.5 million) U.K. credit line, with an effective
borrowing limit reduced to $2.1 million (pounds 1.5 million),
will mature on February 28, 2001. There were no outstandings on
the U.K. line as of quarter end. The Company's U.S. lender has
decided not to renew the revolving line when the Company finds a
replacement lender though the lender, per the Company, "has
orally expressed willingness to extend our current revolving line
of credit until a replacement facility is in place". However, the
Company's weak financial condition has made it challenging to
either renew and replace the current credit facilities. As such,
the Company may not have enough cash to support its operations or
to meet its debt payment obligations, Moody's relates.

The C rating on the 11 % senior subordinated notes reflects
Moody's opinion that the bondholders will suffer material loss in
a restructuring or liquidation scenario despite the relatively
modest amount of senior secured debt.

Headquartered in Wenatchee, Washington, Pacific Aerospace &
Electronics, Inc. develops, manufactures, and markets high-
performance electronics and metal components, and assemblies for
the aerospace, defense, electronics and transportation
industries.


PACIFIC GAS: Using District Court for Newest CPUG Battlegound
-------------------------------------------------------------
Pacific Gas and Electric Company (PG&E) requested the United
States District Court to issue an order allowing PG&E to commence
recovering its going-forward wholesale procurement costs
immediately.

The issue presented to the Court is whether the California Public
Utilities Commission (CPUC), in violation of the Supremacy Clause
of the United States Constitution, may nullify federally-
regulated tariffs which it ordered PG&E to follow in its purchase
of electricity.

In its filing, PG&E asserted, "All of the principal participants
in this regulatory drama, from the Federal Energy Regulatory
Commission to the CPUC itself, have formally acknowledged that,
as a matter of federal preemption, PG&E is entitled to recover
these wholesale costs from its customers...The CPUC is required
by five decades of unbroken Supreme Court precedent to allow PG&E
to recover its federally regulated wholesale electricity
procurement costs in retail rates...."

In order to provide electric service to its 4.5 million
customers, PG&E has been obligated by law to purchase wholesale
electricity in a dysfunctional market at prices that have
skyrocketed by up to 1000% in the past year, while being
compelled by the CPUC to sell that same electricity at retail
rates that recover only a small fraction of its wholesale
purchase costs. As a result, PG&E is now facing a financial and
operational crisis that has left it on the verge of bankruptcy
and has severely harmed the California energy market and
California's overall economy.

Specifically, in seeking a Temporary Restraining Order, PG&E
asked the Court to (1) order the CPUC to allow PG&E immediately
to commence recovering its going-forward procurement costs (net
of PG&E's generation revenue) in retail rates subject to any
lawful retroactive CPUC prudence review and refund, (2) issue and
Order to Show Cause why a Preliminary Injunction to the same
effect should not issue and (3) set an expedited briefing and
hearing schedule on PG&E's Preliminary Injunction Motion.
"Rarely has a more urgent plea for relief been brought before
this or any court. PG&E is both captive to and victim of
California's deregulated electricity market, a market described
by government officials in terms ranging from 'disastrous' to
'apocalyptic," PG&E said in its papers.

Since May 2000, and pursuant to orders by the CPUC, PG&E has been
forced to incur costs for purchasing electricity and ancillary
services from the PX and the ISO that have exceeded PG&E's total
electric retail revenues available for buying power by
approximately $6.6 billion by the end of 2000.

"Absent immediate relief from this Court requiring the CPUC to
allow PG&E to recover its wholesale costs and retail rates,
California citizens and the businesses and industries that fuel
the State's economy are likely to experience power outages with
greater frequency and of longer durations than those that
occurred over the last week," said Gordon Smith, president of
Pacific Gas and Electric Company, in a statement filed with the
Court.

In a case virtually identical to this one, filed in the U.S.
District Court, Central District, Southern California Edison
(SCE) obtained favorable rulings on most of the key points that
PG&E makes in its underlying lawsuit: (1) that the CPUC is bound
by the preemption doctrine known as the filed rate doctrine and
(2) that the only issue for the Court is to determine whether and
to what extent the CPUC might review the prudence of purchases of
electricity under the Pike theory. Since SCE and PG&E were forced
by the CPUC to buy all their electricity on the spot market from
the PX, and since the CPUC has stated that, for several reasons,
the utilities' purchases from the PX are reasonable and are not
subject to prudence review, and since it refused over a period of
many months repeated utility requests to enter into long-term
contracts, PG&E believes it is evident that the filed rate
doctrine applies to the costs incurred by PG&E while acting under
the CPUC's edict.

PG&E's motion asks the Court, on an emergency basis, to order the
CPUC to allow PG&E to recover in rates the true cost of the
electricity it is purchasing on a going-forward basis so that
PG&E can afford to buy vitally needed power for California.
Without such relief, PG&E will be unable to continue to obtain
electricity. PG&E also seeks an expedited hearing on its request
for a preliminary injunction that would also allow PG&E to
recover its past costs.


PSEUDO.COM: Court Approves $2 Million INTV Asset Purchase
---------------------------------------------------------
INTV, Inc. -- http://www.intv.tv-- a New York-based production
company has purchased the assets of Pseudo Programs, Inc. --
http://www.pseudo.com-- for $2 million. The purchase was
announced Friday following the issuance of the final court order
from Federal Bankruptcy Court permitting the transaction.

Founded in 1994 by Internet entrepreneur and provocateur Josh
Harris, Pseudo was the first Internet TV network. Pseudo entered
Chapter 11 protection in September 2000 after failing to secure
continued financing.

INTV plans to revive Pseudo as a streaming content site and is in
discussion with former Pseudo employees. INTV executives expect
that Pseudo programming could be available as early as fall 2001.
The site will feature the edgy brand of programming for which
Pseudo was originally known.

"We want to tap Pseudo's talent and spirit but spend money more
conservatively. We are going to bring back as many of the shows
as possible and as much of the staff as we can." Said Ed Salzano,
CEO of INTV. "However, staffing in the beginning will have to be
lean."

Salzano continued, "The content will still be biting, it'll still
be cutting edge. We plan to focus on politics and young, urban
New York culture and then expand into other areas. We're going to
use Pseudo as a test platform to showcase emerging and innovative
technologies. Pseudo will be available as digital interactive
television that comes over your phone line and plugs into your
TV."

INTV General Counsel Carlin Ross, who will run Pseudo, added,
"Pseudo's 600 Broadway studios will be retrofitted and house not
only Pseudo, but will also be available for third-party
productions."

Under the terms of the purchase, INTV has acquired Pseudo's:

      -   Leases at 600 Broadway (30,000 s.f.) and 632 Broadway
          (10,000 s.f.);

      -   Intellectual property including more than 200 URLs and
          all of Pseudo's trademarks;

      -   Computer equipment, servers, broadcast studios and
          editing bays; and

      -   Daisy technology, an interactive television operating
          system.

INTV is in discussion with Josh Harris about acquiring Pseudo's
archives, which Harris controls.

INTV, Inc. is a leading-edge digital television production
company with three broadcast studios in the center of Manhattan's
broadcast district capable of delivering live, interactive,
Internet viewing for over one million simultaneous viewers.
INTV's goal is to become the leading provider of digital
television and Internet broadcast services by developing the
world's largest, premier quality, and most cost efficient
distributed streaming and video delivery network.


QUENTRA NETWORKS: Selling HomeAccess Unit for Cash & GLDI Stock
---------------------------------------------------------------
Quentra Networks, Inc. (OTC Pink Sheets: QTRAQ) announced the
signing of a letter of intent to sell its HomeAccess MicroWeb,
Inc. subsidiary to Group Long Distance, Inc. (OTC Pink Sheets:
GLDI).

The purchase price would be payable by the delivery at closing of
$100,000 in cash and 200,000 shares of a new Series A Preferred
Stock of GLDI. The Series A Preferred Stock would have a
liquidation preference of $20 per share, would not pay any
dividends or have any voting rights, and would be convertible
into shares of Group Long Distance common stock on the basis of
one share of Series A Preferred Stock for ten shares of common
stock.

The closing of the purchase transaction is subject to a number of
conditions, including without limitation, the completion of due
diligence, the receipt of all requisite regulatory approvals, the
receipt of Quentra Bankruptcy Court approval and the preparation
of definitive documents.

Quentra is a telecommunications service provider that is
currently operating as a debtor-in-possession in a Bankruptcy
proceeding in the Central District of California. For more
information, please contact Bruce Ballenger, Chief Executive
Officer at 1-310-235-3177.

Group Long Distance is a long distance telecommunications
provider. Group Long Distance utilizes special network contracts
to provide its customers with products and services through major
nationwide providers of telecommunications services. Group Long
Distance is located in Pompano Beach, Florida.


RELIANCE GROUP: Icahn Renews Tender Offer through Jan. 31
---------------------------------------------------------
On December 22, 2000, High River Limited Partnership, an
affiliate of Carl C. Icahn, commenced an Offer for up to $40
million in principal amount of the outstanding 9% senior bonds
issued by Reliance Group Holdings, Inc. for $170 per $1,000 in
principal amount. The terms of the Offer are set forth in
Purchaser's Offer to Purchase and Supplement No. 1 thereto and in
the related Letter of Transmittal.

On January 5, 2001, Reliance filed in The United State District
Court for the Southern District of New York (the "Court") an
action seeking to temporarily restrain and preliminary enjoin
defendants, including Purchaser, from acquiring or taking steps
to acquire the 9% senior bonds. On January 10, 2001, the Court
issued a temporary restraining order (the "Order"), a copy of
which is attached to Supplement No. 1 to the Offer to Purchase.
Then, on January 17, 2001, the Court issued an order denying the
preliminary injunction. The Court also dissolved the temporary
restraining order included in the Order effective immediately
prior to the opening of business on January 24, 2001 and denied
Reliance's request for a stay pending appeal.

Reliance then applied to the United States Court of Appeals for
the Second Circuit for a stay of the Court's January 17 order.
The Court of Appeals granted a temporary stay pending a hearing
on Reliance's application for the stay pending appeal. The
hearing is scheduled for January 30, 2001. The Stay Order
prevents Purchaser from closing the Offer pending a hearing on
Reliance's application.

The Offer to Purchase was originally due to expire to at 5:00 pm
New York City time on January 24, 2001. Purchaser has extended
the Offer. The Offer, Withdrawal Rights and Proration Period will
now expire at 5:00 pm, New York City Time, on January 30, 2001,
unless the Offer is extended to a later date and time. As of the
end of the business day on January 24, 2001, approximately
$20,186,500 in principal amount of 9% senior bonds issued by
Reliance were deposited pursuant to the Offer with Wilmington
Trust Company, the depositary for the Offer. With respect to the
discussion of bankruptcy law set forth in Section 10 of the Offer
to Purchase, Purchaser provides the following as a clarification:
Under applicable provisions of the United States Bankruptcy Code,
and with certain limited exceptions, in order for a plan of
reorganization to be confirmed and become binding on creditors,
the plan must be accepted by each impaired class of claims.
Generally speaking, a class of claims has accepted a plan if
accepting votes are cast by creditors holding at least two thirds
in dollar amount and more than one half in number of the allowed
claims that are voted.

On January 22, 2001, Reliance and Reliance Financial Services
Corporation filed an action in the Supreme Court of the State of
New York, County of New York seeking to temporarily restrain and
preliminary enjoin defendants, including Purchaser, from
acquiring certain RFSC debt obligations issued pursuant to a RFSC
credit agreement and participations in such obligations. Among
other things, Reliance and RFSC alleged that the credit agreement
prohibits defendants from holding 30% or more of those debt
obligations. The State Court has scheduled a preliminary
injunction hearing for January 25, 2001 and temporarily
restrained defendants, pending the hearing, from directly or
indirectly purchasing, acquiring or otherwise gaining control of
any RFSC debt obligations or any interest in RFSC debt
obligations.


RELIANT BUILDING: Equus Agrees to Take Senior Bank Debt Position
----------------------------------------------------------------
Reliant Building Products, Inc announced that it has arranged,
subject to certain conditions, for its senior secured bank debt
to be purchased by a group of investors. This transaction will
represent a major step toward the company's emergence from
bankruptcy.

The transaction and the participation of the group of investors
in the bankruptcy plan process is the foundation of a Plan of
Reorganization filed in the United States Bankruptcy Court in
Dallas. The Plan calls for the proceeds from the earlier sale of
Reliant's Care-Free plants to pay down the bank debt, and for the
original Alenco window plants to be purchased by the creditors of
the estate. Exit financing, now being sought by Reliant for the
Alenco transaction, will be used to further pay down its senior
secured debt and finance future operations. The group of
investors' purchase of the senior secured bank debt simplifies
the plan process and facilitates exit financing.

The group of investors is led by Equus II Incorporated, a
business development company in Houston, Texas that trades as a
closed-end fund on the New York Stock Exchange, under the symbol
"EQS". The Fund seeks to generate long-term capital gains by
making equity investments in small to medium-sized privately-
owned companies. Equus has an existing investment in Champion
Window, Inc. of Houston Texas.

The bankruptcy court has set January 29, 2001 as the Disclosure
Statement mailing date, which would permit the company to emerge
from bankruptcy approximately 30 days thereafter. The Plan of
Reorganization hearing date is March 5, 2001. Upon successful
confirmation of the Company's Plan of Reorganization, the company
will be in position to close its confirmation transactions and
emerge from bankruptcy.

Jeffrey Fine, Esq., at Strasburger & Price, LLP, in Dallas,
represents Reliant in its on-going chapter 11 cases.


SOUTHERN CALIFORNIA: Wins Temporary Injunction
----------------------------------------------
Los Angeles Superior Court judge David P. Yaffe granted Southern
California Edison a preliminary injunction, blocking the
California Power Exchange from liquidating the utility's forward
power contracts to cover the $215 million default in the CalPX
markets.

The preliminary injunction blocks CalPX from liquidating the
forward contracts until February 2, 2001 when both parties, SCE
and CalPX, will again appear before the court.

In the court's tentative ruling Judge Yaffe stated:

      "It appears that PX clearly has the contractual right to
sell SCE's position in said contracts under the agreement between
the parties."

Judge Yaffe continued:

      "SCE also contends that it is not in 'default' because an
'Uncontrollable Forces' provision in the contract between the
parties states that it will not be considered in default of any
obligation if prevented from fulfilling that obligation due to
the occurrence of an uncontrollable force."

      ". . . it appears likely that the parties intended to
include in said provision only forces that were not reasonably
foreseeable when the contract was made.  SCE provides no evidence
that it could not reasonably foresee when it made the contract
that the prices it would have to pay for power would exceed the
amount that it was permitted to charge its customers for that
power."

He concluded:

      "It therefore appears unlikely that SCE will prevail on the
merits of its case against PX."


SOUTHERN CALIFORNIA: Predicts Cash Will Run Out around Feb. 2
-------------------------------------------------------------
Electric utility Southern California Edison has no intention of
voluntarily filing for bankruptcy and has enough cash to last
until around Feb. 2, a spokesman for its parent company said. "If
we meet all obligations that come due we would be in a negative
cash position by Feb. 2," said Kevin Kelley of parent company
Edison International, noting the utility had $1.5 billion cash in
hand on Jan. 15. The utility has been driven to the brink of
bankruptcy by soaring wholesale electricity prices which it has
not been able to pass on to its customers due to a rate freeze
imposed under California's power deregulation legislation. Kelley
also said other parts of the Edison International family of
businesses should be able to avoid bankruptcy filings even if
SoCal Edison seeks chapter 11 bankruptcy protection.

"We believe that other Edison International companies are safe
from the effects of the California crisis," he said. Last week
SoCal Edison announced it would not make $596 million in payments
to various creditors so that it could preserve cash. That action
triggered a cross-default under the utility's agreements with its
banks. SoCal Edison has, however, made all current payments to
the banks. In a conference call with creditors on Tuesday, Edison
International Chief Financial Officer Ted Craver said that a
group consisting of its 23 banks had agreed not to take action
against the utility under the provisions of a cross-default, such
as accelerating required payments, until Feb. 13. Craver said the
temporary payment suspension was intended to allow the utility to
stay afloat until early February by which time it hopes state
lawmakers will have a solution to the current crisis. (ABI World,
January 25, 2001)


TITAN MOTORCYCLE: Appoints New Full-Service Denver-Based Dealer
---------------------------------------------------------------
Titan Motorcycle Co. of America (OTC Bulletin Board: TMOTQ)
announced the appointment of a new full-service dealer
responsible for sales and service of all Titan products for the
greater Denver, Colorado region.

Titan of the Rockies plans a formal opening of their new 15,000
square foot facility, which includes a state-of-the-art full
service department, in March 2001.

"We are pleased to establish such a significant presence in an
important market area for Titan," said Frank Keery, Titan's
Chairman and C.E.O. "Titan of the Rockies' initial motorcycle
orders totaling $450,000 will provide an excellent purchase
selection for customers from their very first day of operations,"
he added. "Their Fly and Ride rental program will set a new
standard for the industry," Keery said.

Founded in 1994, Titan Motorcycle Co. of America is a premier
designer, manufacturer and distributor of high-end, American-
made, V-twin engine motorcycles marketed under various Titan
trademarks. Titan's unique, hand- built configurations, including
the Gecko(TM), Roadrunner(TM), Sidewinder(TM) and Phoenix(TM)
represent the finest available in custom-designed, volume-
produced, performance motorcycles. Manufactured at the Company's
corporate headquarters and manufacturing facility, and available
with a variety of customized options and designs, Titan large
displacement motorcycles are sold through a network of over 80
domestic and international dealers.

On January 9, 2001, Titan commenced a bankruptcy reorganization
case under Chapter 11 in Phoenix, Arizona. Titan continues to
operate and grow its business operations under Chapter 11
protection while it works to formulate a plan to restructure the
company's debt and emerge from bankruptcy protection as soon as
possible.


TUMBLEWEED COMMUNICATIONS: Reports Fiscal 2000 Financial Results
----------------------------------------------------------------
Tumbleweed Communications Corp. (Nasdaq: TMWD), a leading
provider of mission critical messaging solutions, reported
results for the fourth quarter and fiscal year ended December 31,
2000. Total revenue for the quarter was $8.2 million, an 81%
increase over fourth quarter 1999 revenue of $4.5 million.
Revenue for the fiscal year 2000 totaled $37.3 million, an
increase of 144% over revenue of $15.3 million from continuing
product lines in 1999. Tumbleweed's cash balance at December 31,
2000 was $75.5 million.

Tumbleweed reported a net loss of $16.7 million for the quarter
ended December 31, 2000, excluding expenses related to stock
compensation expense, amortization of goodwill and other
intangibles, or $0.57 per basic and diluted share. The net loss
for the fourth quarter, including these expenses, was $26.3
million, or $0.89 per basic and diluted share. For the year ended
December 31, 2000, net loss was $39.6 million, or $1.42 per basic
and diluted share, excluding merger-related expenses, stock
compensation expense, amortization of goodwill and other
intangibles. Net loss for fiscal year 2000, including these
expenses, was $69.8 million, or $2.51 per basic and diluted
share.

"Although we had healthy year over year growth in sales of our
products in 2000, we were disappointed with our results in the
most recent quarter," said Jeff Smith, president and chief
executive officer of Tumbleweed. "To position the company for
2001, we've made some difficult but necessary changes within our
organization. We are committed to rebounding from this quarter
and to successfully capturing the market opportunities that exist
for our products in the coming year."

                          Restructuring

On January 3rd, Tumbleweed announced that following a review of
fourth quarter 2000 performance, and based on current economic
conditions, it planned to re-align company resources to focus
only on its strongest product and market opportunities in 2001.
As a result, Tumbleweed reduced its total headcount by
approximately 20%. The company expects to recognize a one-time
charge related to this restructuring in the first quarter of
2001. At this date, a significant portion of the restructuring is
complete and the company has determined that the restructuring
charge is expected to be in the range of $4.0 to $5.0 million.

                 About Tumbleweed Communications

Tumbleweed Communications (NASDAQ: TMWD) is a leading provider of
mission critical messaging solutions that create and manage
secure two-way communications channels. Tumbleweed's customers
use the company's solutions to define secure communication
networks, to centrally control and monitor the corporate
communications stream and to create a foundation for automated
preparation and secure Internet delivery of sensitive business
information. Companies that rely on Tumbleweed Communications
solutions include American Express, Chase Manhattan Bank,
Chevron, Datek Online, the European Union's Joint Research
Council, FDA, John Deere, Merrill Lynch, Nike, Northern Trust,
NTT, Salomon Smith Barney, Travelers, United Parcel Service, and
seven of the world's largest postal services. Tumbleweed
Communications was founded in 1993 and is headquartered in
Redwood City, CA.


VDC COMMUNICATIONS: Won't Appeal Delisting of Shares from AmEx
--------------------------------------------------------------
VDC Communications, Inc. (Amex: VDC), announced that it will not
appeal the American Stock Exchange's (the "Exchange") decision to
delist and will consent to the removal of its common stock from
the Exchange. This action became necessary because VDC no longer
fully satisfies all the guidelines of the Exchange for continued
listing. The Exchange has advised that the last day for VDC's
listing will likely be the close of business on Thursday,
February 8, 2001.

Further, VDC announces that it has commenced efforts to qualify
its common stock for trading on the OTC Bulletin Board (the
"Bulletin Board"). VDC will make an announcement when trading
resumes on the Bulletin Board.

VDC is a domestic and international telecommunications company,
providing domestic and international services to retail
customers.


VENCOR, INC.: Agrees to Modify Stay for Insured Litigation Claim
----------------------------------------------------------------
Vencor, Inc. consented to and obtained Judge Walrath's stamp of
approval for lifting the automatic stay to permit plaintiffs to
prosecute claims and to collect any judgment in respect of any
recovery of damages in the action Olivia K. Broussard, Orson
Brown, Patricia Brown and Tami Pyles, individually and as
successors in interest to Daisy belle Brown, deceases v. Vencor
Nursing Centers, West, LLC et al., Case No. 302001, pending in
the Superior Court, In and For the City and County of San
Francisco.

The Debtors have determined that there is an insurance policy
issued in favor of Vencor. Any settlement of or recovery of a
judgment for damages in the Underlying Action will be limited to
applicable insurance proceeds, and the plaintiffs will be
permitted to continue to assert an unsecured prepetition claim in
the Debtors' chapter 11 cases solely for the portion of the
judgment that cannot be satisfied by available insurance
proceeds.

Except as specifically provided in the stipulation, the
Plaintiffs shall not engage in any efforts to collect any amount
from the Debtors or any of Debtors' current and former employees,
officers and directors, or any person or entity indemnified by
Debtors.

The parties also agree to mutual general release of claims over
the matter.(Vencor Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BOND PRICING: For the week of January 29 - February 2, 2001
-----------------------------------------------------------
Following are indicated prices for selected issues:

AMC Ent. 9 1/2 '09              75 - 77
Amresco 9 7/8 '05               50 - 54
Asia Pulp & Paper 11 3/4 '05    36 - 38
Chiquita 9 5/8 '04              41 - 43(f)
Conseco 9 '06                   86 - 88
Federal Mogul 7 1/2 '04         29 - 31
Globalstar 11 3/8 '04           10 - 12(f)
Oakwood Homes 7 7/8 '04         35 - 38
Owens Cornig 7 1/2 '05          27 - 29(f)
PSI Net 11 '09                  32 - 34
Pacific Gas 6 1/4 '04           88 - 92
Revlon 8 5/8 '08                48 - 51
Saks 7 '04                      84 - 86
Sterling Chemical 11 3/4 '06    58 - 62
Teligent 11 1/2 '07             16 - 18
Tenneco 11 5/8 '09              56 - 58
TWA 12 '02                      86 - 89(f)

                           *********

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.bankrupt.com/books/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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