TCR_Public/010130.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 30, 2001, Vol. 5, No. 21

                            Headlines

BUCKHEAD AMERICA: Selling Up to 10 Hotels to Regain Profitability
CUMMINS INC.: Reports Q4 Earnings & Projects Declining Revenues
FINANTRA CAPITAL: Announces Senior Management Shake-Up
FRUIT OF THE LOOM: Wants More Time To Act On Unexpired Leases
FUJIAN INTERNATIONAL: Moody's Downgrades Ratings To Caa3

GENESIS HEALTH: Court Grants AGE Entities Extension Of Bar Date
HORACE MANN: S&P Places Ratings On CreditWatch Negative
ICG COMMUNICATIONS: Paying Prepetition Sales, Use and Other Taxes
LASIK VISION: Reports Financing Developments
LASON, INC.: MacKenzie Exits Chief Restructuring Officer Post

LERNOUT & HAUSPIE: Proposes Adequate Protection Package for Amgro
LOEWEN GROUP: Rejects Kay Employment And Consulting Agreements
LOEWS CINEPLEX: Revolver Covenant Waiver Expires; Talks Continue
LTV CORPORATION: Employs Logan as Claims & Noticing Agent
MASTER GRAPHICS: Delaware Court Confirms First Amended Plan

MASTER GRAPHICS: Names Calvin W. Aurand, Jr. as New CEO
OUTBOARD MARINE: City of Waukegan To Sit in Creditors' Meeting
OWENS CORNING: Proposes Miscellaneous Assets Sales Procedures
PACIFIC GAS: Judge Blocks Major Creditors from Seizing Assets
RAILWORKS CORPORATION: Moody's Junks Senior Subordinated Notes

RETROSPETTIVA INC.: Nasdaq Delists Common Stock
TRANS WORLD: Court Gives Go Ahead For Asset Sale to American
TRANS WORLD: Senate Hearing on American Bid Scheduled On Feb. 1
VENCOR, INC.: Agrees to Modify Automatic Stay for Insured Claim
WEBVAN GROUP: Expects to Run Out of Cash within Two Quarters

WEIRTON STEEL: Moody's Cuts Ratings Seeing Poor Market Conditions

                            *********

BUCKHEAD AMERICA: Selling Up to 10 Hotels to Regain Profitability
-----------------------------------------------------------------
Buckhead America Corporation (Nasdaq: BUCK), the hospitality
services company, announced it is restructuring its hotel-
ownership portfolio and plans to sell up to 10 hotels under a
plan to return to profitability.

The company said unsatisfactory performance in its hotel-
ownership business segment would result in a net loss for the
year 2000, the first annual loss in Buckhead America's eight-year
history. Losses are expected to continue in the seasonally weak
first half of this year, but the company will be solidly
profitable in the second half and for the full year 2001,
Buckhead America said.

Last November, Buckhead America said that while its franchising
operations for the Country Hearth Inn limited-service lodging
system continued to grow profitably, it was disappointed with
hotel-ownership results and was evaluating corrective measures.
For the first nine months of 2000 Buckhead America reported a
loss of $201,816 on revenue of $21.3 million.

"We are fixing our hotel ownership problems in a manner that will
return Buckhead America to profitability quickly and that will
put us on a solid footing for future growth," said Douglas C.
Collins, chairman, president and chief executive officer.
Buckhead America also said it installed new management at The
Lodge Keeper Group Inc., its hotel management subsidiary, which
will focus on sales, marketing and training. Lodge Keeper's
corporate office also was relocated to Buckhead America's Atlanta
headquarters from Ohio to increase communication and reduce
costs.

"We are developing a sales and marketing culture at Lodge Keeper
that will focus on increasing company fee income from owned and
managed properties and increasing profits for third party
owners," said Collins.

In the hotel-ownership segment, Buckhead America plans to sell up
to 10 hotels within six months. Four properties already are under
contract, with completion of three sales expected within 30 days.
The hotels would continue to operate under the Country Hearth Inn
banner. The hotel sales are designed to free capital for growth
and, in the aggregate, aren't expected to result in meaningful
investment gains or losses.

Buckhead America said it remains in a strong financial position
and is confident its franchising and hotel management activities
can grow profitably in the future.

"Despite fierce competition in the limited-service hotel market,
awareness of the Country Hearth Inn brand among travelers and
potential franchisees continues to grow," said Collins. "We
currently have 56 hotels in the franchising system and we expect
to add 15 to 20 more properties this year."

Collins added, "Lodge Keeper's management portfolio also should
grow by 15 to 20 properties this year from its current 59 hotels
under management."

Buckhead America is a diversified hospitality services company
whose holdings include the Country Hearth Inn franchise system,
The Lodge Keeper Group and 33 additional hotels owned, leased
and/or managed.

Buckhead America common shares trade on the NASDAQ National
Market System under the stock symbol "BUCK."


CUMMINS INC.: Reports Q4 Earnings & Projects Declining Revenues
---------------------------------------------------------------
Consistent with its announcement on December 19, 2000, Cummins
Inc. (NYSE:CUM) reported that it lost 45 cents per share in the
fourth quarter of 2000, or a loss of $17 million, on sales of
$1.61 billion, exclusive of a pre-tax charge of $160 million for
costs associated with certain restructuring actions.

Including the charge, Cummins posted a loss of $120 million or a
loss of $3.16 per share. In the fourth quarter of 1999, the
company reported net earnings of $25 million, or 65 cents per
share, on sales of $1.84 billion, including a pre-tax charge of
$60 million for costs associated with the dissolution of its
Wartsila joint venture.

For the full year 2000, Cummins reported net earnings of $111
million or $2.91 per share, on revenues of $6.6 billion,
excluding the charge. For the full year 1999, excluding a charge,
Cummins reported net earnings of $205 million or $5.29 per share,
on revenues of 6.6 billion.

The company said that the significant drop in demand in a number
of North American end markets affected the financial results for
the fourth quarter of 2000. In the heavy-duty truck market,
shipments of engines for the quarter were down more than 52
percent from last year's levels. Shipments of engines for the
Dodge Ram pickup truck were down 15 percent from the year-ago
quarter due to DaimlerChrysler's decision in the fourth quarter
to reduce production of all its vehicles. In the medium-duty
truck market, engine shipments for the quarter were 39 percent
lower, and construction market shipments were down 21 percent.
The drop in the North American truck market affected original
equipment exhaust systems demand within the Filtration business.
Sales to consumer-oriented markets in both Filtration and Power
Generation were also down. For example, compared to the fourth
quarter of 1999, generator set sales to the RV market were down
15 percent, and exhaust system sales to small engine markets were
down 21 percent.

         Cost Reductions and Restructuring Continues

Cummins Inc. Chairman and Chief Executive Officer Tim Solso said,
"We continue to focus on reducing costs as we work through the
challenges in the market and are completing the restructuring
actions we announced this past December. These actions, which are
primarily focused in our Engine business, include the termination
of over 350 salaried employees, layoffs and reduced work hours
for hourly employees, the cancellation or delay of a number of
new product programs and information technology projects. We
continue to align staffing levels to address the drop in demand
for engines in North America; since May of 2000, we have reduced
the number of full-time-equivalent people in our Engine business
by over 1000. We are also working on a number of longer-term
restructuring activities throughout the company, including
closing, consolidating, or exiting nine businesses and
facilities. We expect that these actions, when fully implemented,
will save the company approximately $55 million per year."

Solso continued, "We are also working hard to fundamentally
change how Cummins participates in the North American heavy-duty
truck engine business, with the goal of further driving out cost
while maintaining the quality and reliability our customers
demand and have come to expect from Cummins. Our strategy, which
we expect to announce in the first quarter of this year, will
likely include additional cost reduction actions, and may include
an additional restructuring charge."

                          Outlook

The company said that it expected that first quarter 2001
revenues would be approximately 10 percent lower than the fourth
quarter, citing the continued deterioration of North American
truck markets, further reductions in the buildrate by
DaimlerChrysler for the Dodge Ram pickup truck, and the slowdown
in the RV and other consumer-oriented markets. For the full year
of 2001, the company said that it anticipated earnings to be
approximately half the level reported for the year 2000.
"While we expect challenges in 2001 for the Engine business, both
our Power Generation and Filtration and Other businesses will
remain strong and profitable," said Solso. "We expect sales in
Power Generation to grow 10 to 15 percent this year, with
increased sales from new technologies, growth in the internet and
telecommunications sectors, and a shift towards services. In our
Filtration business, we anticipate growth of 5 to 8 percent for
the year; we will also see additional growth in our company-owned
distributors overseas. Revenues in our Engine business will
likely be down 10 percent for the year. Over the longer term, I
am confident that the strategy we are considering for our Engine
business will restore it to profitability."

                        Engine Business

Fourth quarter revenues for the Engine business were $936
million, down 15 percent from the fourth quarter of 1999. Sales
of $322 million to the worldwide heavy-duty truck market were
down 28 percent compared to the fourth quarter of 1999, with a 44
percent decrease in unit shipments. In the medium-duty truck
market, sales of $113 million were down 12 percent compared to a
year ago, primarily due to unscheduled shutdowns at OEM
customers. Sales of $222 million to the bus and light commercial
vehicle market were 12 percent lower than fourth-quarter 1999,
reflecting the drop in shipments of engines to DaimlerChrysler
for the Dodge Ram pickup truck. Sales of $279 million to
agriculture, construction, mining, marine, and other industrial
markets were up 4 percent compared to the fourth quarter of 1999,
with increased sales to railroad and agricultural customers
offset by the drop in the North American construction markets.
Excluding special charges, the Engine business reported a net
loss before interest and taxes of $52 million, compared to net
profit of $51 million for the same period a year ago.

                  Power Generation Business

Power generation sales of $364 million were down 19 percent from
the year-ago quarter. In the fourth quarter of last year, the
company launched its rental business, and there was increased
demand for generators related to the Year 2000 issue. This
quarter also reflects a reduction in demand for small gensets
used primarily in recreational vehicles and mobile markets.
Excluding special charges, earnings before interest and taxes for
the fourth quarter were $25 million, or 6.9 percent of sales,
slightly higher than the $24 million, or 5.4 percent of sales,
reported in the fourth quarter a year ago.

           `     Filtration Business and Other

Sales of filtration and other products of $308 million were up 6
percent from the fourth quarter of 1999, primarily due to
increased sales by company-owned distributors. Excluding special
charges, earnings before interest and taxes for the quarter were
$27 million, or 8.8 percent of sales, compared to the fourth
quarter of 1999, when the group reported earnings before interest
and taxes of $32 million, or 11 percent of sales.

                            *  *  *

Cummins, headquartered in Columbus, Ind., is the world's largest
producer of diesel engines above 50 horsepower. The company
provides products and services for customers in markets worldwide
for engines, power generation, and filtration. In 2000, Cummins
reported sales of $6.6 billion.


FINANTRA CAPITAL: Announces Senior Management Shake-Up
------------------------------------------------------
Finantra Capital, Inc. (Nasdaq:FANT) announced several senior
management changes as part of the Company's ongoing restructuring
following the elimination of its commercial finance operations.
Maynard Hellman, a director and the Company's general counsel,
has been named acting Chief Operating Officer. Mr. Hellman will
serve in that position until Finantra completes a search for a
new COO with experience in the consumer finance industry.
Steven Beitler, a director of the Company, has been named
Chairman of the Company's Audit Committee, a position previously
held by Mr. Hellman.

The Company also announced that Brian Lazarus has been named vice
president of finance and treasurer. Mr. Lazarus was formerly a
senior audit manager with KPMG, LLP. A certified public
accountant, Mr. Lazarus joined KPMG in 1994 after earning a
Bachelor of Science degree in accounting from Babson College. As
a senior manager, Mr. Lazarus has extensive experience
interacting with financial institutions and mortgage bankers and
wide-ranging knowledge of Internet related finance operations.
"We were extremely impressed with Brian's broad understanding of
mortgage banking and the financial markets in general," said
Robert Press, chairman and chief executive officer of Finantra.
"Since we recently eliminated our commercial finance operations,
all of our resources are now being devoted to growing our
consumer finance and mortgage banking operations. Brian will be
an integral part of that expansion."

Additionally, Finantra announced that Charles Litt has stepped
down from his position as President of Finantra to pursue an
active role as a consultant in Finantra's business development
operations. Mr. Press will assume the title of acting president.

During December 2000, Finantra announced it was taking non-
recurring charges, primarily in the third quarter of fiscal 2000,
to refine its balance sheet and streamline its business model.
Pending the completion of several acquisitions, Mr. Press said
that he anticipates Finantra returning to profitability in fiscal
year 2001.

Finantra Capital, Inc. is a multi-faceted specialty finance
company specializing in consumer finance and mortgage lending
delivered through traditional and online processing systems. The
consumer finance group is involved in mortgage banking and other
types of retail specialty financing. The company's leading
consumer finance subsidiary, Travelers Investment Corporation,
which is involved primarily in specialty consumer finance,
annually purchases more than $75 million in consumer loans.


FRUIT OF THE LOOM: Wants More Time To Act On Unexpired Leases
-------------------------------------------------------------
Fruit of the Loom, Ltd. is party to about thirty unexpired
nonresidential real property leases that it has not moved to
assume or reject yet. The leases relate to Fruit of the Loom's
corporate offices and various manufacturing, distribution and
other facilities. Since the petition date, the leases have
remained in effect and have not expired according to their
respective terms.

Fruit of the Loom submits that, for reasons described below,
cause exists to further extend the deadline to assume or reject
each of the leases through and including June 30, 2001, without
prejudice to Fruit of the Loom's right to seek additional
extensions of this period.

Fruit of the Loom tells the Court that it has been re-evaluating
every aspect of its business, including its leases. As a result
of this review, Fruit of the Loom has either assumed or assumed
and assigned certain leases. This evaluation is substantially,
but not fully, complete. It must be completed for the remaining
leases so management can intelligently decide what action to take
with each lease in the context of Fruit of the Loom's overall
business plan. In addition, Fruit of the Loom has been working
diligently to achieve a consensual plan of reorganization.

Given the size and complexity of Fruit of the Loom's operations,
the evaluation will not be complete before the January 29, 2001
deadline. Ms. Stickles tells the Court that without further
extension, Fruit of the Loom risks prematurely and improvidently
assuming leases that could later prove burdensome, thus creating
large uncapped potential administrative claims against the
estates. Ms. Stickles directs Judge Walsh's attention to Nostas
Associates v. Costich, et al. (In re Klein Sleep Products, Inc.),
78 F.3d 18, 28 (2d Cir. 1996). Fruit of the Loom also risks
rejecting leases that management could later discover to be
critical to its reorganization efforts.

Ms. Stickles informs the Court that one of the most extensive
lists of factors to consider in determining whether cause exists
for an extension was formulated in In re Wedtech Corp., 72 B.R.
464 (Bankr. S.D.N.Y. 1987). According to Ms. Stickles, the
Wedtech Court held that the following factors, among others, tend
to indicate that cause exists to extend the statutory period:

      (A) where the leases are an important asset of the estate
          such that the decision to assume or reject would be
          central to any plan of reorganization;

      (B) where the case is complex and involves large numbers of
          leases;

      (C) where the debtor has had insufficient time to
          intelligently appraise each lease's value to a plan of
          reorganization.

Ms. Stickles asserts that under the Wedtech criteria, cause
clearly exists to extend the period within which Fruit of the
Loom must assume or reject the leases. She tells Judge Walsh that
the above criteria are clearly met and, therefore, the deadline
should be extended. The relief sought by Fruit of the Loom is
without prejudice to the right of lessors to seek a reduction of
the time to assume or reject the leases.

Attached to the filing is a list of lessors and sub lessees:

      * SH&S Partnership
      * Nixon Peabody LLP
      * Devine, Millimet & Branch P.A.
      * City of Vidalia, LA
      * City of Frankfort
      * Jitney Jungle Stores of America, Inc.
      * Rollins Leasing Co.
      * BG-Warren County Regional Airport Board, Inc.
      * Linda B. Thomas Esq.
      * Renshaw & Renshaw Management Group, Inc.
      * David J. & Cynthia C. Theriot
      * IDB of the City of Aliceville, Alabama
      * IDB of the City of Fayette, Alabama
      * IDB of Cherokee County, Alabama
      * IDB of the City of Jacksonville, Alabama
      * City of Winfield, Alabama
      * Development Authority of Rabun County, Georgia
      * County of Warren, Kentucky
      * City of Jamestown, Kentucky
      * Parish of St. Martin, Louisiana
      * Town of Jeanerette
      * Moran & Company
      * Entek Ird International Corp.
      * Baum Brothers Downers Grove L.L.C.
      * IRD Mechanalysis
      * LaSalle National Trust N.A.
      * Westlake Development Ltd.
      * Charles Fortino, Esq.
      * Mori Building Co., Ltd.
      * John Q. Hammons Hotels Two, LLP
      * Empire State Building Company
      * Tom Sullivan
      * Aracua, Inc.
      * Urbanizadora Madretierra, A.A. De C.V.

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


FUJIAN INTERNATIONAL: Moody's Downgrades Ratings To Caa3
---------------------------------------------------------
Moody's Investors Service lowered the long-term foreign currency
deposit and debt ratings of Fujian International Trust &
Investment Corporation to Caa3 from B2. The Not Prime rating of
the company for its short-term obligation was not affected, while
its rating outlook remains negative, Moody's said.

According to Moody's, the rating was lowered due to increased
doubts over the company's ability to meet its remaining debt
obligations, as proven by a series of recent defaults, including
the company's failure to make an interest payment on its 2006
Samurai bonds on January 24, 2001.

Moody's said that China's central bank has recently promulgated a
set of new regulations that, as expected, will substantially
restrict the company's and other International Trust & Investor
Corporation's future business activities. As a result, the
sector's longer-term prospects have considerably worsened. The
intended closure of most of China's ITICs is running far behind
the schedule set out by the central bank in early 1999, and these
recent events indicate heightened pressure from the Chinese
central authorities on the companies to wind down their business
before new style trust-based financial institutions begin
operating, pursuant to the new regulations, Moody's said.
However, most ITICs are unable to recover funds from the
investments and loans that they have made in the past sufficient
to repay their creditors, and a large injection of funds from
other sources such as the local governments looks in most cases
increasingly unlikely to be forthcoming. Financial support from
the central government, or the central bank, has, in Moody's
view, long been most improbable.

Moody's also lowered the foreign currency deposit and financial
strength ratings of Shanghai International Trust & Investment
Corporation to B3 and E from B1 and E+, and those of Shandong
International Trust & Investment Corporation to B3 and E from Ba3
and E+. The Not Prime rating of these companies for their short-
term obligations was also not affected. The rating outlook for
the two also remains negative.


GENESIS HEALTH: Court Grants AGE Entities Extension Of Bar Date
---------------------------------------------------------------
The AGE Entities sought and obtained the Court's authority for an
extension of the Bar Date to file claims in anticipation of
proceedings that will extend far beyond the Bar Date of December
19, 2000. The AGE Entities told the Court that the issues between
the AGE Entities and Genesis Health Ventures, Inc, & The
Multicare Companies, Inc. are not likely to be resolved without
full-scale litigation that will be extremely complex.

The AGE Entities refer to: AGE Institute of Pennsylvania, Inc.,
AGE Institute of Massachusetts, Inc., AGE Institute of Florida,
Inc., Delaware Valley Convalescent Homes, Inc. (DVHC), and AGE
Holdings, Inc.

AGE Pa, AGE Mass and AGE Fla are charitable organizations
organized under section 501(c)(3) of the Internal Revenue Code,
and are engaged primarily in the provision of nursing care to the
aged population in the respective Sates. DVHC is a Pennsylvania
for-profit corporation whose shares are wholly owned by Holdings.

The AGE Entities own and operate twenty nursing home facilities
as well as provide education and training to caregivers in the
elder care industry.

The AGE Entities told Judge Walsh that certain of the Facilities
were acquired from GHV, Inc., or one of its subsidiaries, many at
prices in excess of market value. At the time of the sale-
purchase transaction, the Debtor and certain Related Debtors
entered into long-term Management Agreements to operate the
Facilities, and did so through October 31, 2000. With respect to
all of the Facilities, the Debtor and the Related Debtors at
various times caused the AGE Entities to enter into Ancillary
Contracts with respect to providing certain pharmacy, staffing,
rehabilitation, physician, ambulance and hospitality services.
The Management Agreements permitted the Debtor to, under certain
enumerated circumstances, utilize the Related Debtors to provide
ancillary service to the Facilities. In that regard, the Debtor
entered into the Ancillary Contracts with the Related Debtors on
behalf of the AGE Entities.

In or about 1997, the AGE Entities began to experience financial
difficulties. In many instances there was an inability to pay
obligations to the Debtor. Disputes between the AGE Entities and
the Debtor and Related Debtors then ensued, the AGE Entities told
the Judge.

Because of financial problems, the AGE Entities failed to comply
with the liquidity and debt service covenants contained in
certain bond and other financial agreements entered into between
the AGE Entities on one hand and the AGE Entities' lenders and
bondholders on the other. As a result, the AGE Entities were
prohibited from paying certain management fees and other
subordinated obligations to the Debtor and the Related Debtors.

The AGE Entities told Judge Walsh that at some point they found
that GHV and the Related Debtors had mismanaged the Facilities,
and had engaged in fraud, self-dealing, breaches of fiduciary
duties, and breaches of the Management Agreements.

The AGE Entities and the Debtors and Related Debtors finally
agreed that the respective relationships, and the respective
agreements should be terminated.

                The Massachusetts Litigation

During the pendency of the GHV chapter 11 proceedings, GHV and
Related Debtors filed a "first strike" lawsuit against AGE Mass
in Massachusetts State Court seeking injunctive relief and
payment for certain services allegedly provided under the
Ancillary Contracts.

The AGE Entities accused that without giving notice to them, the
Debtor and Related Debtors sought and received an ex parte
temporary restraining order against AGE Mass in the Massachusetts
Litigation, but this temporary restraining order was promptly
dissolved after a contest by AGE Mass. "The Massachusetts
Litigation is still pending in the Massachusetts state court,
where the matter was proceeding," the AGE Entities say.

The AGE Entities further relate that the Debtor and Related
Debtors removed the Massachusetts Litigation to Massachusetts
Federal Court by Notice of Removal. According to the AGE
Entities, the Debtor and Related Debtors intend to transfer venue
of the Massachusetts Litigation to the Bankruptcy court.

                     Adversary Proceeding

The AGE Entities draw Judge Walsh's attention to the Adversary
Proceeding instituted by the Debtors and Related Debtors in the
Bankruptcy on November 27, 2000, seeking the recovery of the same
moneys as alleged in the Massachusetts Litigation, and added
similar claims against the remaining AGE Entities. In the
Adversary, the Debtor and Related Debtors claim damages against
the AGE Entities in excess of $20,000,000. The AGE Entities note
that the claims in the Adversary sound exclusively in the law of
the Commonwealths of Massachusetts and Pennsylvania and the State
of Florida. The Adversary alleges damages, punitive and
otherwise, arising out of claims of: (a) breach of contract (b)
breach of Trust Indenture (third party beneficiary); (c) unjust
enrichment; (d) imposition of constructive trust and equitable
lien; and (e) civil conspiracy. The claims for breach of
contract, as they relate to AGE Mass, request certain of the same
relief requested in the Massachusetts Litigation.

The AGE Entities do not believe the claims in the Adversary to be
"core" matters as that term is defined under 28 U.S.C. section
157(b)(2) (A) through (0), and intend to demand a jury trial. The
AGE Entities intend to immediately move the Bankruptcy Court,
pursuant to Bankruptcy Rule 7012 and 28 U.S.C. section 157 (h)(3)
for a determination that the matters raised in the Adversary are
not "core" matters and at the same time move the District Court
for the District of Delaware pursuant to 28 U.S.C. section 157(d)
to withdraw the reference as to the Adversary.

In addition, with respect to the Adversary, the AGE Entities
intend to ask the District Court in Massachusetts, or
alternatively the Bankruptcy Court, to abstain from hearing that
portion of the Adversary which raises identical claims as the
Massachusetts Litigation.

                The Bar Date for the Filing of Claims

The AGE Entities assert that they have rights to set-off and
recoupment with respect to the c1aims in the Genesis
Massachusetts Litigation and Adversary Proceeding (the Genesis
Litigation), and also have claims for affirmative relief, which
may exceed the amounts claimed in the Genesis Litigation to be
due to the Debtor and Related Debtor from the AGE Entities.

Complicated calculations are anticipated. Moreover, the AGE
Entities expect that such calculations will require the
assistance of experts in the nursing care industry as well as
experts in Medicaid cost reporting. The AGE Entities assert that
the issues between the AGE Entities span many years and many
millions of dollars, and will likely involve full-scale
complex litigation, and the claims to which the AGE Entities
would be entitled will only be determined after extensive
discovery conducted in connection with the Genesis Litigation.
Therefore, the AGE Entities voice that the General Bar Date which
provided less than forty-five days to file Proofs of Claim is
inadequate as to the Entities.

Moreover, the AGE Entities note that the Adversary was filed just
about twenty-five days prior to the expiration of the Bar Date.
The timing, the AGE Entities say, was a litigation tactic
intended to force the AGE Entities to submit the state court
disputes contained in the Genesis Litigation to the jurisdiction
of the Bankruptcy court. The AGE Entities believe that they
should not be forced to submit the long running and complex
dispute with the Debtors to the Bankruptcy Court when all of the
issues arise under the applicable state laws.

The AGE Entities note that commentators have often stated that
where time is required in order to liquidate claims, or where
substantial investigation is required, an extension of time to
file proofs of claim is appropriate.

In the present case, the Entities tell Judge Walsh that their
ability to comply with the Bar Date has been further hampered by
the refusal of GHV and Related Debtors to provide complete and
fully executed copies of the Ancillary Contracts and other
documents related to the claims.

Moreover, the AGE Entities observe that even if the Entities were
to file Proofs of Claim with the Bankruptcy Court, the claims
would be listed as disputed, unliquidated claims against the
Related Debtors. Accordingly, the filing of Proofs of Claim at
this time would not aid the Debtor or the Related Debtors in
determining the universe of claims against their respective
bankruptcy estates, the AGE Entities argue. Moreover, the
Entities observe that the filing of such Proofs of Claim would
waive the rights of the AGE Entities to have their various
disputes with the Debtor and Related Debtors before a jury - a
right guarantied under the United States Constitution.

The AGE Entities therefore submit that "cause" exists for the
granting of an extension of time to file Proofs of Claim in the
Debtor and Related Debtors' Genesis bankruptcy proceedings.

At their behest, the Court granted the AGE Entities an extension
of time to file Proofs of Claim until thirty days after such time
as there is a final order ruling that the Genesis Litigation must
be heard in Bankruptcy Court or alternatively, until 30 days
after the termination of the Genesis Litigation, whichever is
earlier. (Genesis/Multicare Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HORACE MANN: S&P Places Ratings On CreditWatch Negative
-------------------------------------------------------
Standard & Poor's placed its single-'A'-minus issuer credit and
senior unsecured debt ratings on Horace Mann Educators Corp. (HM)
on CreditWatch with negative implications. Standard & Poor's also
placed its double-'A'-minus counterparty credit and financial
strength ratings on Allegiance Insurance Co., Horace Mann
Insurance Co., Horace Mann Life Insurance Co., and Teachers
Insurance Co. -- which are HM's insurance subsidiaries -- on
CreditWatch with negative implications.

These rating actions follow HM's announcement of expected
operating losses in the fourth quarter of 2000. These losses are
the result of reserve strengthening, adverse loss development
from winter storms in December, and several corporate charges --
including restructuring to align business groups with the
company's strategic direction.

With these charges, Standard & Poor's believes HM will have
weakened capital adequacy and reduced surplus -- particularly in
the property/casualty companies -- following previous year
declines. Operating results for 2000 will fall well outside the
expected range, with a combined ratio estimated at up to 110% and
diminished returns from prior periods. Standard & Poor's believes
HM's capital adequacy in 2000 will decline to levels expected for
a single-'A' rating, even after the planned $19 million capital
contribution from the parent company.

The CreditWatch status of these ratings will be resolved
following Standard & Poor's meeting with management in February
to review 2000 financial results and future strategies. A
downgrade of at least one notch appears likely, Standard & Poor's
said.


ICG COMMUNICATIONS: Paying Prepetition Sales, Use and Other Taxes
----------------------------------------------------------------
ICG Communications, Inc. requested and obtained Judge Robinson's
authority to pay certain prepetition sales, use and other taxes
to various taxing agencies, as such taxes were and are collected
from the Debtors' customers or otherwise incurred in the ordinary
course of the Debtors' business.

However, Judge Robinson expressly held that nothing in this Order
was to be construed as limiting, abridging, or otherwise
affecting the Debtors' right to contest on any grounds the
validity or amount of any taxes due or paid under the Order. (ICG
Communications Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LASIK VISION: Reports Financing Developments
--------------------------------------------
Lasik Vision Corporation (CDNX:LSK.CX.) announced Friday that it
has closed a second tranche of $2.0 million of the $7.0 million
private placement with Mr. John Porter, one of its external
directors, announced on January 3, 2001.

As a result, the Company issued a further 9,523,809 shares to Mr.
Porter to bring his shareholdings to 19,991,666 shares (33.8% of
total outstanding). In addition, Mr. Porter holds warrants to
purchase a further 19,791,666 common shares.

Following on the appeal by ICON Laser Eye Centers Inc. ("ICON")
and its adviser, Northern Securities Inc. ("NSI") to the British
Columbia Securities Commission ("BCSC") for a hearing and review
of CDNX's approval of the Porter financing, ICON and NSI brought
an urgent application to the BCSC Friday for an interim order
preventing any further completion of the Porter financing pending
the hearing and appeal. ICON and NSI have agreed to adjourn the
hearing in view of the fact that the $2.0 million advance had
been received earlier in the day and the related shares issued.
The issues involved in the appeal and review are expected to be
resolved prior to receipt of the next installment of the Porter
financing. The Porter financing is the key component of the
comprehensive financial restructuring of the Company presently
underway, without which the Company would have been unable to
meet its financial commitments.

ICON is Lasik's principal competitor in the value-priced LVC
("laser vision correction") business and on January 16, 2001
announced a proposed share exchange take-over bid for all the
Company's shares. The terms of the bid, as announced, included a
condition that the Porter financing should be withdrawn. No
formal offer from Icon has yet been received.

Lasik also announced that it had reached agreement, subject to
the approval of the Canadian Venture Exchange (the "CDNX"), for a
new private placement of $2,241,588 of Units at $0.26 per Unit,
which is less than the maximum allowable discounted price of the
Company's shares which closed at $0.33 on January 25, 2001. Each
Unit will consist of one common share and one share purchase
warrant entitling the holder to purchase one common share at a
price of $0.33 until January 24, 2003. The proposed placement
will be made to Tom Bradford, Michael Likierman, Sir Leslie
Porter, Jean Selignan, Cliff Stanford, Bruce Steinberg, David
Siegel and Anthony Weldon, all of whom are overseas investors,
and the Chelverton Fund, a European investment fund. No
commissions are payable in connection with this latest placement.
The latest private placement is part of the ongoing restructuring
of the Company and will be used to improve the Company's working
capital position and settle past due obligations as agreed
between the Company and its major suppliers.

Mr. Fridge, the Company's President and Chief Executive Officer
stated, "I am pleased that new investors have expressed
confidence in the future of the Company given the recent
restructuring of the Company's management, operations and
finances. I also believe that the present Board offers a depth of
international business experience that has inspired investor
confidence. What this proposed placement demonstrates is that the
Board, management and finances as restructured with the benefit
of the ongoing Porter facility, have the credibility to attract
new investors who believe in the long term future of the
Company".

Based in Vancouver, B.C., Lasik Vision Corporation is Canada's
largest operating laser vision refractive Company. Additional
information may be obtained on the Company's Web site at
www.lasik-vision.com.


LASON, INC.: MacKenzie Exits Chief Restructuring Officer Post
-------------------------------------------------------------
Lason, Inc. (OTCBB:LSON) announced that it is transitioning
financial management responsibilities from a Chief Restructuring
Officer to Lason's financial management team headed by Ronald D.
Risher, Lason's recently appointed Chief Financial Officer. As
part of the transition, Donald MacKenzie, a partner with Conway,
MacKenzie and Dunleavy (CMD), has resigned as Lason's Chief
Restructuring Officer. Mr. MacKenzie will continue to consult
with Lason's management team during the transition period. In
addition, Lason will continue to employ two CMD specialists in
interim positions to support the Company's efforts in financing
transactions and asset disposals.

"Don MacKenzie has been an important catalyst in restructuring
Lason's financial position and in repositioning our company's
operations," stated Robert Yanover, Chairman of the Board for
Lason. "His team has helped Lason accelerate our plans to improve
our financial structure and position our Company to deliver on
strategic initiatives targeting our core services. He has largely
completed the restructuring assignment at Lason, and his day-to-
day presence at Lason is no longer necessary. We want to thank
Don for his significant efforts," continued Mr. Yanover.

Regarding the transition from Lason on a day-to-day basis, Don
MacKenzie stated, "Ron Risher was recently named CFO of Lason and
has worked closely with the CMD team since joining the Company.
The new financial team at Lason is very capable and is focused on
continuing to build the banking relationships, work with its
earnout partners and strengthen its operations. In addition, they
are working closely with the CMD team on asset sales to further
reduce Lason's debt and improve future liquidity."

Lason is a leading provider of integrated information management
services for image and data capture, data management and output
processing. Since its founding in 1985, Lason has grown to employ
over 8,900 people with operations in 29 U.S. states, United
Kingdom, Canada, Mexico, India, Mauritius and the Caribbean. The
Company currently has over 85 multi-functional imaging centers
and operates over 70 facility management sites located on
customers' premises.


LERNOUT & HAUSPIE: Proposes Adequate Protection Package for Amgro
-----------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp. filed
a Motion seeking judicial authority to provide "adequate
protection" to Amgro Premium Financing on account of Amgro's
security interest in unearned insurance premiums.

Prior to the commencement of these Chapter 11 cases, L&H
purchased primary and excess director and officer liability
insurance coverage. As is said to be typical with other large
corporations, L&H financed the premiums due under its director
and officer liability insurance coverage through an insurance
premium financing agreement. The director and officer liability
insurance coverage consists of (i) a claims-made Directors and
Officers Liability Insurance Including Company Reimbursement
Primary Policy with AXA Global Risks, and (ii) a claims-
made Excess Insurance Policy with kemper Indemnity Insurance.
These policies provide a maximum aggregate limit of $40,000,000
of coverage and are scheduled to expire on April 12, 2002.

In July 2000 L&H financed the premiums due under the policies
through a premium financing agreement with Amgro. This agreement
provides:

      (a) Seventeen monthly loan repayments of $23,785.85 which
began on June 25, 2000, and which extend through April 12, 2002,
and which include an interest component for the financed amount
of $382,487;

      (b) Grant of a security interest in the policies, including
the proceeds from any unearned premiums relating to these
policies;

      (c) The ability to accelerate all amounts outstanding upon
failure to make payment or upon the filing of a bankruptcy
petition; and

      (d) The ability to cancel the policies upon non-payment of
the monthly loan payment.

Shortly before the Petition Date Amgro has served a Notice of
Intent to Terminate the policies for a default in the payment of
pre-petition premiums, and has indicated it will file a motion
asking the Court to vacate the stay in order to allow it to
exercise the rights that it has under the premium financing
agreement if L&H does not adequately protect its interest in the
policies. Amgro has agreed by letter that it will not take any
action to terminate the policies on or before January 20, 2001,
provided that L&H seeks and obtains this Court's approval to
continue post-petition to make monthly installment payments due
under the premium financing agreement in accordance with the
terms of that agreement as adequate protection payments.

L&H has asserted that the continuation of these policies is
essential to its reorganization efforts. Prior to the
commencement of this case a number of lawsuits were filed against
L&H and its officers and directors alleging, among other things,
securities fraud arising from allegations of accounting
irregularities. As a result of these suits, L&H has made a number
of claims under the policies. It is possible that additional
claims will be made against L&H and its officers and directors,
and L&H will need to make additional claims under the policies.
If Amgro cancels the policies, which offer claims-made indemnity
coverage, L&H will not be able to make additional claims under
the policies because L&H is only covered under the policies for
claims made while they are in effect. L&H believes it will not be
able to obtain replacement director and officer liability
insurance coverage at a comparable cost. Without director and
officer liability insurance coverage, L&H cannot be assured
that it would retain and attract quality directors and officers.
(L&H/Dictaphone Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Rejects Kay Employment And Consulting Agreements
--------------------------------------------------------------
The parties agreed that The Loewen Group, Inc. may reject the
Employment Agreement and Consulting Agreement, pursuant to
section 365 of the Bankruptcy Code. LGII agree to pay Kenneth Kay
$25,000 in cash, subject to tax withholding requirements, within
10 business days after the Court approves the Stipulation and
Agreed Order. Jennifer Kay will have an allowed general
nonpriority unsecured Rejection Claim in LGII's chapter 11 case
in the amount of $28,500.

The Stipulation says that Kenneth Kay and Jennifer Kay will
accept the cash payment and the allowance of the Rejection Claim
in full satisfaction of, and as sole consideration for the final
release and discharge of any claims and causes of action against
the Debtors. The Kays also convenant not to sue upon or pursue in
any court or any other forum any claims or causes of action
against the Debtors in connection with the Agreements or the
rejection of them, or the employment of them or its termination.

Notwithstanding this, the parties make it clear that the
agreement and stipulation does not affect the rights of Kenneth
Kay and Jennifer Kay to unemployment benefits as a result of the
termination of their employment by the Debtors. The Debtors
expressly agree to waive and release their rights to contest the
entitlement of the Kays to such unemployment benefits. The
Debtors also agree that they will not attempt to enforce any
noncompetition convenants set forth in the Agreements. (Loewen
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOEWS CINEPLEX: Revolver Covenant Waiver Expires; Talks Continue
----------------------------------------------------------------
Loews Cineplex Entertainment Corporation (NYSE:LCP; TSE:LCX)
announced that the waiver of compliance with various financial
covenants from the syndicate banks that provide funding to the
Company under its Senior Secured Revolving Credit Facility has
expired.

The Company is continuing discussions with the Bank Group to
address, among other things, the Company's liquidity needs.
Notwithstanding the expiration of the waiver, the Company
believes that it has adequate available cash to fund its ordinary
course working capital needs during the course of these
discussions. The Bank Group has not accelerated the maturity of
its loan, and the Company will continue to operate its business
during this period.

There can, of course, be no assurance that these discussions will
be successful. If the Company is unsuccessful in its discussions,
the Bank Group could accelerate the maturity of its loans. The
Company is not currently in a position to refund this
indebtedness should it be declared due and payable and continues
to explore all alternatives available to the Company.

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


LTV CORPORATION: Employs Logan as Claims & Noticing Agent
---------------------------------------------------------
The LTV Corporation and its subsidiary debtors asked Judge Bodoh
to approve the appointment of Logan & Company, Inc., as the
Estates' claims and noticing agent. LTV directed the Court's
attention to the large number of creditors and other parties in
interest involved in the Debtors' Chapter 11 cases.

David G. Heiman, Richard M. Cieri, and Michelle M. Morgan of
Jones, Day, Reavis & Pogue of Cleveland, Ohio, joined by Jeffrey
B. Ellman and Joseph M. Witalec of Jones, Day, Reavis & Pogue in
Columbus, Ohio, suggest that the huge numbers of interested
parties, and the related duties of noticing, would impose heavy
administrative and other burdens upon the Court and the Clerk's
Office. To relieve the Court and Clerk's Office of these burdens,
the Debtors propose that the Court appoint Logan & Company as a
claims processing and noticing agent.

Logan is a data processing firm that specializes in claims
processing, noticing and other administrative tasks in Chapter 11
cases. Through their counsel, the Debtors propose that Logan
transmit certain designated notices and maintain claims files and
claims registers and assist the Debtors with administrative
functions related to their plan of reorganization.

Under the Logan Agreement, Logan would, at the request of the
Debtors or the Clerk's Office:

      (a) prepare and serve required notices in the Debtors'
cases, including:

          * notices of the commencement of these cases and the
            initial meeting of creditors;

          * notice of the claims bar date;

          * notice of objections to claims;

          * notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

          * such other miscellaneous notices as the Debtors or the
            Court may deem necessary or appropriate for an orderly
            administration of these Chapter 11 cases.

      (b) within five days after the mailing of a particular
notice, file with the Clerk's Office a certificate or affidavit
of service that includes (i) a copy of the notice served; (ii) an
alphabetical list of persons upon whom the notice was served, and
(iii) the date and manner of service;

      (c) maintain copies of all proofs of claim and proofs of
interest filed in these cases;

      (d) maintain official claims registers in these cases by
docketing all proofs of claim and proofs of interest in a claims
database that includes the following information for each claim
or interest asserted:

          * the name and address of the claimant or interest
            holder and any agent thereof, if the proof of claim or
            proof of interest was filed by an agent;

          * the date the proof of claim or proof of interest was
            received by Logan and the Court;

          * the claim number assigned to the proof of claim or
            proof of interest;

          * the asserted amount and classification of the claim;
            and

          * the applicable Debtor against which the claim or
            interest is asserted.

      (e) implement necessary security measures to ensure the
completeness and integrity of the claims registers;

      (f) transmit to the Clerk's Office a copy of the claims
registers on a weekly basis, unless requested by the Clerk's
Office on a more or less frequent basis;

      (g) maintain an up-to-date mailing list for all entities
that have filed proofs of claim or proofs of interest in these
cases and make the list available upon request to the Clerk's
Office or at the expense of any party in interest;

      (h) provide access to the public for examination of copies
of the proofs of claim or proofs of interest filed in these cases
without charge during regular business hours;

      (i) record all transfers of claims and provide notice of
such transfers to the extent required by Rule;

      (j) provide temporary employees to process claims, as
necessary;

      (k) promptly comply with such further conditions and
requirements as the Clerk's Office or the Court may at any time
prescribe; and

      (l) provide such other claims processing, noticing and
related administrative services as may be requested from time to
time by the Debtors.

The Debtors also expect to receive Logan's assistance in (i) the
preparation of their Schedules, Statement of Financial Affairs,
and master creditor lists and any amendments to any of these;
(ii) the reconciliation and resolution of claims; and (iii) the
preparation, mailing and tabulation of ballots for the purpose of
voting to accept or reject a plan of reorganization.

For these services, the Debtors propose that the Court approve
payment of the following fees:

      (a) Setup fees

          $.10 per creditor, and $50.00 per hour for manual input
          and verification

      (b) Monthly data storage

          $.10 per record per month

      (c) Standard court notices

          From $50.00 per request for initial setup, to $.29 for
          envelope, fold stuff, meter, mail and duplication,
          including additional charges for added inserts; notice
          duplication at $.10 per image, with RUSH services at
          $.12 per image; gumback labels at $.06 each, and postage
          at cost;

      (d) Standard court reporting

          Claims registers and service lists at $100.00 per
          request;

      (e) Internal reconciliation reports

          Claim variance reports, claim workbook at $100.00 per
          request, or a customized layout at $90.00 per hour;

      (f) Consulting

          From $200 per hour for Statement and Schedule
          Preparation to $35 per hour for clerical help, $50 per
          hour for data entry, $105 per hour for a project
          coordinator; $100 per hour for programming support; and
          $145 per hour for account executive support.

      (g) Claims docketing

          $50 per hour for stamping, labeling, and input to
          database, and $.25 per image for microfilming for Court
          if required;

      (h) Telecommunications

          On-site connection to mainframe at $.30 per minute;

      (i) Other services

          Copies at $.15 each; newspaper and legal notice
          publications as quoted, and fax at $1.00 per page; and

      (j) Travel, lodging, courier and other expenses

          Reimbursable at cost to Logan.

(LTV Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MASTER GRAPHICS: Delaware Court Confirms First Amended Plan
-----------------------------------------------------------
Master Graphics Inc. (OTC Bulletin Board: MAGR) announced that
the United States Bankruptcy Court for the District of Delaware
has approved the First Amended Joint Plan of Reorganization of
Master Graphics and its operating subsidiary, Premier Graphics,
Inc., along with the Company's $60 million exit financing
commitment received from GE Capital. The reorganization plan was
confirmed at a court hearing in Delaware on January 25 and was
supported by the Official Committee of Unsecured Creditors.
Creditors voting on the reorganization plan overwhelmingly
approved the reorganization plan with 89% of the creditors who
voted and 99% of the dollar amount of the claims voted in favor
of the plan.

At the time that the Company filed its reorganization cases in
July 2000, the Company said that it would reorganize its
businesses and emerge from Chapter 11 on a "fast-track" basis.
The Company said that it expects to close on its exit financing
commitment and formally emerge from Chapter 11 next month.
Confirmation also allows the Company to conclude implementation
of its go-forward plan of operating 11 core operating divisions.
The Bankruptcy Court has already approved sales or other
dispositions of its 7 non-core divisions resulting in anticipated
proceeds of roughly $30 million, which will also be used to fund
payments under the confirmed reorganization plan.

Under the reorganization plan, the Company's existing common
stock will be cancelled and substantially all of the new common
stock of reorganized Master Graphics will be distributed to
general unsecured creditors, including holders of the Company's
11-1/2% Senior Notes, on account of and in cancellation of their
claims. In connection with the exit financing commitment, the
exit facility lenders will receive warrants to purchase up to 15%
of the newly issued common stock. Allowed secured, administrative
and priority claims will be paid by the reorganized company in
full or as agreed with specific creditors.

The Company provides high-quality, general commercial printing
products throughout the United States. These products are
produced through several operating divisions of Premier Graphics,
Inc.: Argus Press in Niles, Illinois; B&M Printing in Memphis,
Tennessee; Golden Rule Printing in Huntsville, Alabama;
Harperprints in Henderson, North Carolina; Jones Printing in
Chattanooga, Tennessee; Lithograph Printing in Memphis,
Tennessee; McQuiddy Printing in Nashville, Tennessee; Sutherland
Printing Companies in Montezuma, Iowa and in Ozark, Missouri;
Thomasson Printing in Atlanta, Georgia; White Arts/TPC in
Indianapolis, Indiana; and Woods Lithographics in Phoenix,
Arizona.


MASTER GRAPHICS: Names Calvin W. Aurand, Jr. as New CEO
-------------------------------------------------------
Master Graphics announced that Calvin "Cal" W. Aurand, Jr. has
been named Chief Executive Officer effective immediately. Mr.
Aurand succeeds Michael B. Bemis, who has served as interim CEO
and guided the Company's reorganization process since June 2000.
Mr. Bemis will continue as Chairman of the Board of Directors
through the effective date of Company's reorganization plan.

Mr. Aurand is a well-recognized leader in the printing industry,
having been inducted into the printing industry Hall of Fame in
1993. Aurand served as president and CEO of Banta Corporation, a
publicly traded company on the New York Stock Exchange, from 1989
to 1995. Prior to this, he served as president and COO of
American Banknote, the worldwide leading printer of currency and
stock certificates, as well as president and CEO of Charles P.
Young, one of America's leading financial printing companies.

"We said at the outset this would be a swift passage through the
reorganization process and it has been," said Mr. Bemis. "We have
successfully completed an important milestone in the financial
restructuring that positions Master Graphics to operate
successfully in today's printing environment. Master Graphics is
fortunate to have recruited such a seasoned, industry specialist
as Cal Aurand at this very important time in Master Graphics'
history. He brings considerable strength and leadership to our
organization. We appreciate the strong support the Company has
received from its lenders, creditors, suppliers, customers and
especially its employees. With a restructured balance sheet, new
long-term financing and a seasoned management team, Master
Graphics is well-positioned for future leadership in the
industry."


OUTBOARD MARINE: City of Waukegan To Sit in Creditors' Meeting
--------------------------------------------------------------
The City of Waukegan, IL has been included in a federal
bankruptcy judge's order that Outboard Marine Corp. meet with its
creditors to devise a preliminary plan to sell off its assets.
According to published reports, the move is important because
city officials want to make sure that lingering environmental
problems at the company's lakefront site are dealt with before
the land is sold. "We want to sort through the environmental
problems, and we want to make sure we can get our two cents'
worth in when it's time to redevelop their lakefront property,"
Waukegan city attorney Brian Grach said January 24 after the case
was heard in U.S. District Court in Chicago.


OWENS CORNING: Proposes Miscellaneous Assets Sales Procedures
-------------------------------------------------------------
In an effort to further their restructuring efforts, Owens
Corning desires to divest certain surplus and idle machinery and
equipment assets, unfinished goods, inventory, and old finished
goods inventory. The Debtors anticipate that the majority of
these assets will be sold in lots in which the aggregate
consideration received will be less than $200,000 per item of
machinery or equipment, or, in the case of inventory, $200,000
per transaction. In the event that the Debtors are able to locate
buyers for these assets, it is likely that the proposed buyers'
offers will be conditioned upon a quick sale process with a
minimum of costs and expenses.

Accordingly, the Debtors have asked that Judge Walrath approve an
expedited general procedure under which the Debtors may sell
miscellaneous assets free and clear of liens, claims and
encumbrances which bring in the amounts quoted above or less, and
without the costs and delay of preparing, filing, serving and
having a hearing on a motion for approval of each such sale.
The Debtors believe these procedures offer a way to maximize the
value obtained from these sales, while at the same time
minimizing the costs associated with the sales.

In order to provide parties in interest with notice and an
opportunity to object to the sales of the miscellaneous assets,
the Debtors propose that:

      (a) The Debtors will give written notice of each such
proposed sale to (i) the United States Trustee, (ii) counsel for
the Committees appointed in these cases, (iii) counsel for the
Debtors' postpetition lenders, and (iv) any known holder of a
lien, claim or encumbrance against the specific property to be
sold.

      (b) The sale notice will specify the assets to be sold, the
identity of the proposed purchaser (including any connection
between the proposed purchaser and the Debtors), and the proposed
sale price.

      (c) If none of the parties receiving notice of the sale
serve counsel for the Debtors with a written objection to the
proposed transaction in a manner so that it is actually received
by counsel for the Debtors within five business days after the
notice of sale is sent, the Debtors may consummate the proposed
sale transaction and take such actions as are necessary to close
the sale and obtain the sale proceeds.

      (d) If there is no objection to the sale, but the buyer
requests receipt of an Order authorizing the sale, the Debtors
may file a certificate of no objection with the Court with an
order attached authorizing the transaction as in the best
interests of creditors.

      (e) If the Debtors receive a written objection prior to the
expiration of the notice period, and are unable to consensually
resolve such objection, the Debtors will not take any further
steps to consummate the proposed transaction without first
obtaining the Court's approval for that specific transaction.
(Owens Corning Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Judge Blocks Major Creditors from Seizing Assets
-------------------------------------------------------------
A judge temporarily blocked one of Pacific Gas and Electric Co.'s
major creditors from seizing millions in assets Thursday. The
order stops the California Power Exchange from liquidating at
least $160 million of long-term power contracts the utility, in
part, is relying on to keep powering its 4.5 million Northern
California customers. San Francisco Superior Court Judge David
Garcia said the exchange, which is the state's middleman for the
buying and selling of power, must hold off until at least Feb. 5.
Garcia issued the order after the state said it wanted time to
consider whether Gov. Gray Davis would, among other options,
exercise emergency powers and seize the power contracts. (New
Generation Research, January 26, 2001)


RAILWORKS CORPORATION: Moody's Junks Senior Subordinated Notes
--------------------------------------------------------------
Moody's Investors Service lowered the following ratings of
RailWorks Corporation:

      * $250 million senior secured bank facility to B3 from B1,

      * $175 million 11.5% senior subordinated notes to Caa3 from
        B3,

      * senior implied rating to B3 from B1, and

      * the issuer rating to Caa1 from B2.

The rating outlook is negative.

According to Moody's, the rating action was prompted by the
Company's generally weak financial performance and operating cash
flow generation, liquidity concerns resulting from recent
reduction in its bank revolving credit line and vulnerability to
covenant non-compliance, and the increased credit risk associated
with the higher than expected leverage level and thinner interest
coverage.

Moody's relates that the ratings reflect the Company's highly
leveraged financial condition resulting from the heavy
acquisition activity of the past two years, relatively weak
operating cash flow and thin interest coverage, and, despite the
recent charge, the still high level of goodwill on the balance
sheet, now representing almost 40% of total assets. Debt has
reportedly increased by $89 million from the end of 1999 to $384
million at September 30, 2000 largely due to the acquisition in
2000. According to Moody's, for the twelve months ended September
2000, debt to EBITDA was 5.4x and EBIT to interest coverage of
1.5x. Moody's notes that revenue from fixed-fee construction
contracts, as typical, is recognized by the Company on the
percentage-of-completion method as measured by the percentage of
cost incurred to management's estimate of total cost, and as
such, are subject to revision.

RailWorks Corporation, headquartered in Baltimore, Maryland,
provides vertically integrated rail system services, including
track construction and maintenance, and system electrification
for transit, corporate, regional, and Class I railroads as well
as manufacturing materials for rail track construction. Revenue
for the LTM ended September 2000 totaled $586 million.


RETROSPETTIVA INC.: Nasdaq Delists Common Stock
-----------------------------------------------
Retrospettiva Inc. (Nasdaq:RTRO) announced Friday that it had
received a letter from Nasdaq, notifying the company that its
common stock would be delisted from the Nasdaq Small Cap Market
as of Jan. 24, 2001.

The delisting notice resulted from the company's common stock
trading for under $1.00 per share, which is below the Nasdaq
Small Cap Markets' requirements for continued listing. After Jan.
24, 2001, the company's common stock will trade in the Electronic
Bulletin Board under the same stock symbol.

Retrospettiva is a supplier of moderately priced women's apparel
to national retailers, wholesalers, catalogs and design and
manufacturing organizations under its customers' labels on a
private label basis exclusively in the United States.
Retrospettiva contracts for the manufacture of its finished
products only after customers place purchase orders, including
quantities, styles and designs.

Since Retrospettiva is not involved in the design end of the
transaction and the orders are in essence "pre-sold," the company
has effectively removed the risk normally associated with fashion
and design, a risk that the customer by default assumes.
However, the company is subject to the normal and customary risks
of doing business inherent in the apparel industry. Additional
information on the company can be found at its corporate Web
site, which is located at http://www.rtro.com


TRANS WORLD: Court Gives Go Ahead For Asset Sale to American
------------------------------------------------------------
At a hearing in Federal District Court in Wilmington, Delaware,
U.S. District Judge Sue Robinson ruled in favor of Trans World
Airlines on key motions in the TWA bankruptcy proceeding.
Approval of the motions clears the way for rapid completion of
the sale of TWA's assets to American Airlines or to a higher
bidder if one emerges in the bankruptcy auction process.

Currently, American Airlines' offer to purchase substantially all
of the assets of TWA is the only offer that has been submitted.
"This is a great win for TWA, for our employees and for the
cities we serve, especially our hub city of St. Louis," said
William F. Compton, president and chief executive officer. "This
ruling removes a great deal of uncertainty from the process. We
can now move forward very quickly with a good resolution of TWA's
financial problems."

TWA's motions were opposed by lawyers representing Carl Icahn and
other parties. The court upheld TWA's position and ruled against
Icahn and other opponents on every motion. The court ruled
against all objections to the proposals.
The court's ruling will set the bid process and procedures for
the auction of TWA assets, including a rapid schedule for the
process. As a result of the ruling, TWA expects to be able to
reach a sale hearing on the purchase of the assets by early
March.

The court also gave final approval of $200 million in debtor in
possession financing that has been provided to TWA by American
Airlines. After receiving preliminary approval of the DIP
financing two weeks ago, TWA began drawing against the DIP to
fund airline operations and repay certain financial obligations.
American Airlines recently announced that members of TWA's
Aviators(R) frequent flyer program can expect to have all of
their miles transferred at full value into American's AAdvantage
program(R) when the acquisition of TWA's assets in completed.
Additional announcements regarding marketing cooperation between
Aviators and AAdvantage and between TWA's Ambassadors Clubs and
American's Admirals Clubs are expected soon.


TRANS WORLD: Senate Hearing on American Bid Scheduled On Feb. 1
---------------------------------------------------------------
According to published reports, the United States Senate Commerce
Committee has scheduled February 1, 2001 hearings on American
Airlines, Inc.'s planned purchase of the majority of Trans World
Airlines, Inc.'s assets. U.S. Transportation Secretary, Norman
Mineta, reportedly informed the committee that he did not support
the proposed American Airlines deal; however, he did assert that
TWA does need a purchaser. TWA filed for Chapter 11 protection on
January 10th. (New Generation Research, January 26, 2001)


VENCOR, INC.: Agrees to Modify Automatic Stay for Insured Claim
---------------------------------------------------------------
Vencor Nursing Centers East, L.L.C., d/b/a Colonial Oaks
Rehabilitation Center-Fort Myers is a defendant in the action
captioned Patricia Butrim, with Power of Attorney For George
Schultz vs. Vencor Nursing Centers East, L.L.C., d/b/a Colonial
Oaks Rehabilitation Center - Fort Myers, Case No. 99-8806 CA WCM,
In the Circuit Court of the Twentieth Judicial Circuit In and
For Lee County, Florida.

Vencor, Inc. consented to and have obtained Judge Walrath's stamp
of approval for lifting the automatic stay to permit the
plaintiff in the action to prosecute her claim and to collect any
judgment in respect of any recovery of damages in the action from
any available insurance proceeds.

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)


WEBVAN GROUP: Expects to Run Out of Cash within Two Quarters
------------------------------------------------------------
Webvan Group Inc. reported a fourth quarter net loss of $173
million. Not including expenses related to charges stemming sfrom
its acquisition of HomeGrocer Inc., Webvan reported a pro forma
loss of $109 million in the quarter. Its losses for the year
totaled nearly $600 million. The firm added that in light of its
weakening cash position it would slow down the rate at which it's
using up its cash. The San Francisco, Ca. online grocery-delivery
company is now projected to run out of its remaining $211 million
in cash within two quarters. While the firm's sales have soared
over the past year, to an estimated $84 million in its fourth
quarter, it's still losing money on an average order. While
Webvan's gross margin is actually slightly better than that of
big grocery chains, what ends up erasing the potential profit is
the more than $30 on an average $112 order needed for packing and
delivering the order. In order to overcome those losses, Webvan
must reach an economy of scale by signing up more of its
typically upscale customers who are willing to pay for the
service. For a free copy of an article about Webvan, which
expects to report a pro forma loss in its fourth quarter of $109
million, call 800-407-9044. (New Generation Research, January 26,
2001)


WEIRTON STEEL: Moody's Cuts Ratings Seeing Poor Market Conditions
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Weirton
Steel Corporation, anticipating that poor flat-rolled steel
market conditions will cause Weirton to record operating losses
throughout 2001 and imperil its liquidity.

Moody's rating actions on the company are as follows:

      * $123 million of 11.375% senior notes due 2004 was
        lowered to Caa1 from B2

      * $121 million of 10.75% senior notes due 2005 was lowered
        to Caa1 from B2

      * $56.3 million of 8.625% pollution control revenue bonds
        due 2014 was lowered to Caa1 from B2

      * $100 million senior secured bank credit facility was
        lowered to B3 from B1

      * senior implied and senior unsecured issuer ratings were
        lowered to Caa1 from B2

The rating outlook is negative.

Moody's relates that Weirton's EBITDA for all of 2000 was $23
million, dragged down by a disastrous fourth quarter, which
suffered from reduced sheet product shipments and prices,
production curtailments necessitated by growing finished goods
inventory, and the impact on unit costs of the curtailments and
higher energy costs. Fourth quarter sales were 20% lower than the
third quarter, and EBITDA was negative $35 million. While US
steel producers have scaled back production and inventories are
declining, steel orders are also down and every day seems to
bring news of soft demand from key steel consuming sectors such
as automotive, industrial equipment, and construction.

Moody's believes that Weirton's 2001 results will be even worse
than 2000 based on the premise that steel market conditions will
continue to be very weak in the first half of 2001, and will only
slowly recover. This would be the third year in a row where
Weirton's EBITDA did not cover interest, Moody's said. The
primary reasons for Moody's anticipated weaker performance are
lower sheet product shipments and prices (on the order of 5%
lower than 2000 for both variables), and somewhat higher unit
costs due to lower capacity utilization and higher energy costs.

Weirton Steel Corporation is an integrated producer of hot-
rolled, cold-rolled, galvanized, and tin-plate steel products
headquartered in Weirton, West Virginia.

                           *********

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

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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://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
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Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Aileen Quijano and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
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                      *** End of Transmission ***