TCR_Public/010205.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, February 5, 2001, Vol. 5, No. 25


ACTION INDUSTRIES: Hearing To Convert or Dismiss Set for Feb. 14
BRIDGE INFORMATION: Highland Files Involuntary in St. Louis
BRIDGE INFORMATION: Involuntary Petition Summary
BRIDGE INFORMATION: Welsh Carson Chides Highland for Filing
BYEBYENOW.COM: Travel Site Files For Chapter 11 Protection

CFP HOLDINGS: Files Chapter 11 Petitions in Los Angeles
CHOCTAW GENERATING: S&P Watching BBB Secured Bank Debt Rating
CKE RESTAURANTS: Buys Time -- to April 30 -- With Senior Lenders
COMPLETE MANAGEMENT: Plan Puts 97% of New Equity with Creditors
CONSUMERS PACKAGING: Suspends Interest Payments

CSC LTD: Judge Bodoh to Consider Shutdown Motion on Feb. 13
CTI GROUP: Shareholders Convene Feb. 12 to Consider Merger Deal
ELITE LOGISTICS: Needs Funding to Maintain Viability
FEDERAL MOGUL: Fitch Cuts Senior and Bank Debt Ratings to Low-B's
GENERAC PORTABLE: Moody's Downgrades Senior Notes To Caa2

GENESIS HEALTH: PNC Leasing Pushes for Vehicle Lease Rejection
GUESS?, INC.: Restating Earnings & Revolver in Technical Default
IMPERIAL SUGAR: Honoring Customer Obligations And Programs
INTEGRATED HEALTH: Modifies Key Employee Retention Program
JPM COMPANY: PwC Issues Going Concern Opinion

LANGSTON CORPORATION: GL&V Advances Bid for Operating Assets
LOEWS CINEPLEX: Lenders Blocking Interest Payment on Notes
LTV CORPORATION: Hires Hennigan Bennett to Fight with Banks
METROCALL, INC.: Lenders Agree to Relax Financial Covenants
MURDOCK GROUP: To Complete Phase Four Debt Reductions This Month

NAHDREE GROUP: Committee Retains Traub Bonaquist As Counsel
NUVOCOM INC.: Files for an Assignment of Bankruptcy
ORBCOMM GLOBAL: Court Extends Exclusive Period May 15
OWENS CORNING: Hires Texas Occupational Medical for Asbestos Work
RBX CORP: Employs Houlihan Lokey as its Financial Advisor

RURAL/METRO: Obtains Covenant Waiver through April 15
SERVICE MERCHANDISE: Reports Year-End Financial Results -- Losses
SHAMAN PHARMACEUTICALS: Insists It's Not Going Out Of Business
SHOWSCAN ENTERTAINMENT: Creditors Probe Lawyer's Independence
SHOWSCAN ENTERTAINMENT: Committee Objects to Disclosure Statement

SPALDING HOLDINGS: Secured Lenders Ease Covenant Compliance
ST ANDREW: Recapitalization Transactions Should Close on Feb. 13
SUN HEALTHCARE: Sells Supply Business Assets To Medline
SWALLENS, INC.: Convert, Dismiss . . . Do Something, State Cries
VENCOR, INC.: Agrees To Modify Stay For Insured Litigation Claim

VERDANT BRANDS: Seeks New Financing After Lender Blocks Funds
VERIDA INTERNET: Exploring Options with Bankruptcy Lawyers
VITAMINSHOPPE.COM: Proposes Merger Deal To Avert Bankruptcy
WAXMAN INDUSTRIES: Reports Post-Emergence Operating Profits
WEST COAST: Eyes Bankruptcy Protection if Asset Sales Falter

BOND PRICING: For the week of February 5 - 9, 2001


ACTION INDUSTRIES: Hearing To Convert or Dismiss Set for Feb. 14
Upon the application of the US Trustee for the Southern District
of New York, a hearing will be held before the Honorable Stuart
M. Bernstein at the US Bankruptcy Court on February 14, 2001 at
10:00 AM for an order converting the Chapter 11 case of Action
Industries, Inc. and General Vision Services, Inc. to a Chapter 7

BRIDGE INFORMATION: Highland Files Involuntary in St. Louis
Bridge Information Systems Inc. announced that an involuntary
petition under the United States Bankruptcy Code was filed in the
United States Bankruptcy Court for the Eastern District of
Missouri in St. Louis by Highland Capital.

The Company said that it is currently evaluating its options,
which may include seeking a dismissal of the involuntary filing
or converting it to a voluntary bankruptcy case while it
continues to pursue a recapitalization and debt restructuring
plan that the Company has been discussing with its largest
shareholder, Welsh, Carson, Anderson & Stowe, and certain of its
creditor groups. Under the involuntary proceeding, Bridge
Information is permitted to operate its business in the ordinary
course, unless the Court orders otherwise.

The Company said that it intends to continue to pay employees'
pre-petition and post-petition wages, salaries and benefits
without interruption, and to fulfill obligations to clients
throughout the reorganization.

The Company said that it has retained PricewaterhouseCoopers to
assist management in identifying and evaluating alternative
strategies regarding a financial restructuring. BRIDGE said that
it has taken significant steps to improve operations over the
last several months.

BRIDGE, together with its principal operating units, Bridge
Information Systems, Telerate(R), Inc., eBRIDGESM, Bridge
Trading, and BridgeNewsSM, is the largest provider of financial
information and related services in North America and one of the
fastest growing in the world.

BRIDGE information products include a wide range of workstations,
market data feeds and web-browser-based applications, combined
with comprehensive market data, in-depth news, powerful analytic
tools and trading room integration systems. BridgeNews leverages
a network of 600 BRIDGE journalists in more than 100 locations
that break news that affect securities markets globally. BRIDGE
is the co-producer of the Nightly Business Report and is a
leading provider of financial news and information to media
companies worldwide.

BRIDGE, with 5000 employees worldwide, and over a quarter of a
million users in over 65 countries, is headquartered in New York
City with the BRIDGE Trading and Technology center in St. Louis,
and major regional centers in Europe, the Middle East, Africa,
and the Pacific Rim. For more information visit the BRIDGE web
site at

BRIDGE INFORMATION: Involuntary Petition Summary
Alleged Debtor: Bridge Information Systems, Inc.
                 717 Office Parkway
                 Saint Louis, MO 63141

Involuntary Petition Date: February 1, 2001

Case Number: 01-40996            Chapter: 7

Court: Eastern District of Missouri

Petitioners' Counsel: Michael A. Clithero, Esq.
                       Blackwell, Sanders et al.
                       720 Olive St., Ste. 2400
                       St. Louis, MO 63101
                       (314) 345-6000

Petitioners: Highland Legacy Limited
              ML CBO IV (Cayman), Ltd.
              PAMCO Cayman Ltd.

BRIDGE INFORMATION: Welsh Carson Chides Highland for Filing
Representatives of Welsh, Carson, Anderson & Stowe, a New York-
based private equity firm and a major shareholder in Bridge
Information Systems, Inc. expressed their deep regret over the
involuntary bankruptcy petition filed against Bridge.

A spokesman for WCAS stated that the Company, its lenders and
WCAS had been negotiating a restructuring of the Company's debt
for several weeks. The restructuring would have included a cash
infusion of up to $150 million into the company by WCAS, a
restructuring of the senior debt and full payment of all trade

The WCAS spokesman also stated, "We believe that the proposal had
the support of a substantial majority of the lender group and
that the restructuring would have resulted in a significantly
stronger Bridge. We believe that Bridge is a fundamentally sound
company with a strong service offering. It is truly unfortunate
that the unilateral action of a single creditor, representing
less than 8% of the senior debt, has disrupted this process."

BYEBYENOW.COM: Travel Site Files For Chapter 11 Protection
Online travel site said it has filed for chapter 11
protection after last-ditch attempts to fund the company fell
through, according to In December, the
company's investment bankers had called on its creditors to see
if they would take 20 cents on the dollar to help fund the
company. Company spokesperson Alys Daly told
then that was "merely looking into all options and
concentrating on reducing debt as much as possible."

Those efforts failed, and now the company is saddled with $22
million in debt. Published reports said the company is in
negotiations with Carlson Wagonlit Travel to purchase its assets,
while Chicago-based 216 LLC, an original investor in the company,
is taking control of to develop its technology for
others in the travel industry.

Founded in 1999, raised $33 million in capital from
private investors along with West Palm Beach-based Crossbow
Ventures and Times Mirror. During that time, hired
as its spokesperson Regis Philbin, who was riding a wave of
popularity from "Who Wants to be a Millionaire." But Philbin's
name did not translate into profits for the company, which cut
its workforce in late 2000. At the time, Daly said the layoffs
were necessary for the company, which had targeted the first
quarter to reach profitability. (ABI World, February 1, 2001)

CFP HOLDINGS: Files Chapter 11 Petitions in Los Angeles
CFP Holdings, Inc. said that in order to facilitate a financial
restructuring that will realign its burdensome debt structure and
enable it to compete more effectively in the future, the Company
and its wholly-owned subsidiary, Custom Food Products, Inc., have
filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California in Los Angeles.

In conjunction with the filing, Custom Foods said that, to ensure
that customer and creditor relationships remain intact, it has
received a commitment for approximately $18 million in debtor-in-
possession (DIP) financing to augment its strong cash position to
fund its operations during the voluntary restructuring under
Chapter 11. The financing, which is subject to Court approval, is
being provided by the Company's long-time pre-petition lender
Fleet Capital Corp.

Eric W. Ek, president and chief executive officer of Custom
Foods, said, "I am confident that the Company's key customers
will continue to support Custom Foods throughout the
restructuring period." Ek stated that he "has received
indications of full support from each of the Company's largest

Custom Food Products, Inc., one of the country's leading
developers and manufacturers of pre-cooked meat, poultry and
pork, incurred substantial indebtedness in connection with the
financing of an acquisition by its parent of another company, and
as a result is highly leveraged. Filing Chapter 11 will allow
Custom Foods to continue operating its profitable business while
restructuring its substantial debt obligation.

Custom Foods expects to continue processing in excess of 80
million pounds of meat per year to meet the needs of its long-
term customers. The Company will continue to serve its customers
by providing quality products that consistently meet their
changing needs and remaining cost competitive. Custom Foods will
continue to be a leader in the research and development of value-
added beef, pork and poultry products for both food service and
consumer products customers.

"Chapter 11 should allow us to continue to move forward with our
planned improvements in operations and sales and should allow us
to achieve our restructuring objectives in an orderly, timely
manner," said Mr. Ek. "Custom Food employees will continue to be
compensated as we continue with business as usual."

Mr. Ek stated that although federal law prohibits the payment of
pre-petition debt without a court order, Custom Foods will pay
vendors for goods and services received after the filing in the
ordinary course of business. "We appreciate the continuing
support that our vendors have demonstrated and now they have the
comfort of knowing the law gives a priority status to bills for
goods and services received after the filing," said Mr. Ek.
He said that with the support of its suppliers and the hard work
of its employees, Custom Foods is optimistic it will emerge from
the restructuring process as a stronger, profitable, and more
competitive enterprise.

Under Chapter 11, Custom Foods will continue to operate its
business subject to the supervision of the bankruptcy court.
Custom Foods is represented by Klee, Tuchin, Bogdanoff & Stern
L.L.P. The Company also has engaged the services of Trimingham
Americas Inc. of New York, to support the efforts of the Company
in its discussions with its senior lenders and its vendors.

CFP Holdings, Inc. is a leading developer, manufacturer and
marketer of value-added meat and poultry products sold to the
food service industry and manufacturers of packaged foods.

CHOCTAW GENERATING: S&P Watching BBB Secured Bank Debt Rating
Standard & Poor's placed its triple-'B' senior secured bank loan
rating on Choctaw Generating L.P. on CreditWatch with negative

The CreditWatch placement follows construction contractor
problems, which caused the contractor to fail to achieve the
required provisional acceptance date of Dec. 1, 2000, and the
commercial operation date of Jan. 1, 2001, under the power
purchase and operating agreement between Choctaw and the TVA.
According to the project's independent engineer, commercial
operations could be delayed until May 15, 2001. Problems that
have contributed to the delay include design delays, late
shipments of steel and boiler parts, and early commissioning
problems. In addition, Becon Construction Co., (the project's
construction contractor) -- a subsidiary of Bechtel Power Corp.
(the project's engineering and procurement contractor) -- has
submitted a force majeure notice for certain costs and schedule
delays due to alleged labor shortages last year. The delay in
start-up will require Choctaw to begin paying liquidated damages
to its fuel supplier and may place Choctaw at risk of paying the
TVA (the counterparty on the power purchase and operating
agreement for the project) for replacement power costs if the
project fails to start commercial operation by June 1, 2001.

Moreover, if the project does not achieve commercial operation by
Sept. 30, 2001, it will be in default on its bank loan. Should
Bechtel prevail with its force majeure claim, it could reduce or
eliminate its obligation to pay liquidated damages and the
project would have to draw upon additional debt and contingent
equity. Standard & Poor's warns that if Choctaw encounters
further construction delays or if Bechtel can succeed in avoiding
the payment of delayed liquidated damages, a downgrade could
occur. A credit downgrade could also result if Choctaw finances
the additional costs with debt -- a decision that could result in
debt service coverages inconsistent with a triple-'B' rating.

Despite the significant concerns raised by the construction delay
and the pending force majeure claim, Choctaw should be able to
achieve the revised May 15, 2001 commercial operation date with
available funding sources and without triggering an event of
default under the project agreements. The delay will increase
project cost by an additional $40 million. Nonetheless,
liquidated damages due from Bechtel should cover about $31
million of the $40 million. Choctaw is currently drawing on a LOC
that Bechtel provided to secure the payment of liquidated
damages. The remaining funding needs can come from an additional
$5 million state grant received in 2000 and $20 million
contingent equity.

Choctaw, an indirect wholly owned subsidiary of Tractebel Power
Inc., was formed in 1998 as a special-purpose entity to finance,
construct, own, and operate the project. The project will
generate electricity by burning lignite (a type of coal with low
heat content and high moisture) in two 220 MW Alstom circulating
fluidized boiler units. The project will sell electricity to the
TVA pursuant to a 30-year power purchase agreement. Choctaw will
purchase its fuel from the Mississippi Lignite Co. pursuant to a
30-year lignite sales agreement.

Standard & Poor's expects that the project's sound economic base
and its highly attractive 30-year contract with TVA will compel
Tractebel Power Inc. to see the project successfully through
completion. The mechanical construction of the project is largely
complete and the project is presently undergoing commissioning.
While technology remains a concern -- the use of lignite fuel in
220 MW circulating fluidized bed boilers has never been
demonstrated -- the fixed price, turnkey, date-certain
engineering, procurement, and construction contract has
sufficient incentives to encourage Bechtel to finish the project
and ensure that it operates as designed.

Standard & Poor's will closely follow construction progress and
the resolution of the force majeure claim in the following
months. Should Choctaw commence commercial operations on or
before May 15, 2001, and resolve its dispute with Bechtel in a
manner that does not harm Choctaw's credit rating, Standard &
Poor's could remove the CreditWatch listing and affirm the

CKE RESTAURANTS: Buys Time -- to April 30 -- With Senior Lenders
CKE Restaurants, Inc. (NYSE: CKR) amended its senior credit
facility effective January 29, 2001, including an extension of
the waivers of non-compliance of certain of the financial
covenants associated with this credit facility until April 30,
2001.  The significant points of the amendment are:

      -- The Company must meet certain benchmarks related to net
         proceeds from asset sales during the months of February
         2001 ($10 million) and March 2001 (cumulatively $25
         million). If the Company fails to meet these benchmarks,
         the interest rate payable on the Company's outstanding
         borrowings will increase until they are met. Such failure
         is not an event of default.

      -- Although the Company must still meet certain minimum
         EBITDA requirements, compliance with all other financial
         covenants has been waived until April 30, 2001.

      -- Capital expenditures are limited during the first quarter
         of fiscal 2002.

"This amendment and waiver are an important part of the continued
success of our asset divestiture and refranchising program," said
Andrew F. Puzder, CKE's president and chief executive officer.
"It is an indication that our senior lenders continue to believe
in and support our asset divestiture and refranchising program.
We will use the next three months to continue our debt reduction
program as we work towards a partial or complete refinancing of
this credit facility as soon as reasonably practicable."

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates more than 3,800 quick-service restaurants,
including 977 Carl's Jr. restaurants located in 13 Western states
and Mexico; 2,727 Hardee's restaurants in 32 states and 11
foreign countries; and 125 Taco Bueno restaurants in Texas and

COMPLETE MANAGEMENT: Plan Puts 97% of New Equity with Creditors
The proposed plan of Complete Management Inc. provides that, on
the Effective Date, all of the debtor's then existing Old Common
Stock shall be canceled.

The debtor will be authorized to issue ten million shares of New
Common Stock in a Reorganized debtor. The Reorganized Debtor will
act as a holding company for its remaining subsidiary,
HealthShield Capital Corporation, the common stock of which the
debtor presently owns approximately 70%.

On the Effective Date, holders of Administrative Expense Claims
and priority claims will receive cash on account of such claims
to the extent that they are allowed claims on the Effective Date.
After pro rata payments to secured and unsecured creditors, the
debtor's other assets shall be transferred to a Litigation Trust
established for the benefit of unsecured creditors.

Holders of allowed Class 3 unsecured claims will receive a pro
rata distribution of shares of approximately 78.7% of the
reorganized debtor's new common stock, with 18.4% of the new
common stock going to Class 1 secured creditors, together with
secured and unsecured notes.

In addition to the stock in the reorganized debtor, Class 1
(Secured Claims) claimants shall also exchange their presently-
held shares of stock in HealthShield for an equal percentage of
fully diluted stock in the Reorganized Debtors. Current holders
of the debtor's equity will receive no distribution at all of an
account of their ownership of old common stock.

CONSUMERS PACKAGING: Suspends Interest Payments
Consumers Packaging Inc. (TSE:CGC) advised holders of its 9.75%
Senior Notes (maturing in 2007) that it will not make the
interest payments that were due last week.  The Company also says
that it anticipates that further interest payments will not be
made on these notes, or on the 10.25% Senior Secured Notes
(maturing in 2005), until it has reached agreement on
restructuring this part of the Company's capital structure.

This is part of a plan on which the Company is embarking in order
to put its operations on a better financial footing. The Company
will be entering into detailed discussions with its note holders
and intends to schedule meetings with them in February to
restructure the terms and conditions of the notes.  Other
creditors, including trade creditors and operating lenders, will
continue to be paid in the ordinary course.

The Company also indicated that the operations of Anchor Glass
Container Corporation and Glenshaw Glass (GGC, LLC), or any other
of Consumers' subsidiaries, would not be affected by this

Dale Buckwalter, Chief Financial Officer of Consumers, stated
that"Operating results have been adversely affected by a tripling
of natural gas prices which have directly affected our bottom
line. This combined with seasonal cash flow pressures has reduced
our ability to meet these interest payments and retain operating
flexibility in turbulent times."

Consumers also announced that it has retained a team of advisors
including the restructuring practice of KPMG LLP and Deutsche
BancAlex. Brown Inc., with respect to restructuring the Company's
debt. "This will allow us access to the manpower and independent
judgement of an experienced restructuring team, while allowing
management to concentrate on the operation of the business.",
said Mr. Buckwalter.

CSC LTD: Judge Bodoh to Consider Shutdown Motion on Feb. 13
Warren, Ohio-based CSC Ltd. -- in bankruptcy court for the second
time in eight years -- asked for court permission last week to
close its steel mill if a buyer cannot be found, according to a
report circulated by Associated Press.  CSC, known as Copperweld
Steel when it was in bankruptcy court from 1993-95, said it had
three possible buyers for the mill, which employs about 1,300.
The prospective buyers weren't identified.

Bankruptcy Court Judge William T. Bodoh scheduled a hearing Feb.
13 on the company's request to approve a plan for the "orderly
closedown of plant operations."

CSC, a specialty steel bar maker, filed for bankruptcy court
protection from creditors Jan. 12, listing debts of $259 million
and assets of $216 million. Randy Lachowsky, president and chief
executive, said the company doesn't have enough cash to continue
even limited operations when a court-approved budget expires
Feb. 9.

Lachowsky said the company's investment banker has had three
confidential inquiries from potential buyers. He said the company
was hoping the plant could be sold quickly to avoid a shutdown.
John Kubilis, president of United Steelworkers Local 2243, said
workers were disappointed but not surprised. Kubilis said the
union will investigate all options, including a possible employee
buyout. The company plans to operate until its remaining
inventory has been processed, reducing the work force gradually,
according to Lachowsky. (ABI World, February 1, 2001)

CTI GROUP: Shareholders Convene Feb. 12 to Consider Merger Deal
A special meeting of CTI Group Holdings Inc.'s stockholders will
be held on February 12, 2001, at 10:00 a.m., Eastern Standard
Time, for the purpose of considering and adopting mergers under
Agreements drawn in the year 2000 with Celltech and Centillion.

CTI Group has suffered operating losses in the last three of its
fiscal years, including net losses of $1,727,821 in fiscal 1998,
$414,843 in fiscal 1999 and $521,291 in fiscal 2000. Based upon
the deterioration which occurred in its financial condition
during fiscal 1999 and 2000 and the presence of other conditions,
as of March 31, 1999 and 2000, in connection with their audit of
CTI Group's financial statements, CTI Group's independent
auditors opined that substantial doubt existed as to CTI Group's
ability to continue as a going concern. While CTI Group has
developed a business plan and implemented a number of programs
designed to return it to profitability, including consummation of
the mergers with Centillion and Celltech, the company indicates
there can be no assurance that the business plan adequately
addresses the circumstances and situations which resulted in CTI
Group's poor financial performance in the periods referred to

ELITE LOGISTICS: Needs Funding to Maintain Viability
Since its inception Elite Logistics Inc. has incurred significant
losses, and as of November 30, 2000 it had an accumulated deficit
of $2,533,918. It terminated its subchapter S status on September
1, 1999 and the accumulated loss through August 31, 1999 in the
amount of $706,208 (generated when the company was a subchapter S
corporation) was reclassified to additional paid in capital for
financial reporting purposes during the year ended May 31, 2000.

The company's predecessor auditors issued a going concern opinion
in connection with their audit of the company's consolidated
financial statements as of May 31, 2000. This means that the
company's auditors believe there is substantial doubt that the
company can continue as an on-going business for the next twelve
months unless it obtains additional capital to cover its
operating expenses. In order to meet its needs, it will have to
continue to raise cash from sources other than the sale of its
products and services. To do so, the company has been raising
cash through the private placement of its securities and intends
to continue to do so until such time as it will generate
sufficient revenues to maintain itself as a viable entity. There
is no assurance, however, that the company will be able to raise
the additional funds it needs to continue in business. If it is
unable to raise additional funds until it becomes a viable
entity, it will have to cease operations.

FEDERAL MOGUL: Fitch Cuts Senior and Bank Debt Ratings to Low-B's
Fitch cut the rating on Federal Mogul Corp.'s (FMO) senior
unsecured debt from `BB-' to `B-', and rates its secured bank
debt `B+', while maintaining it's Negative Rating Outlook. The
downgrade reflects a number of factors, including substantially
weakened operating performance, the effective subordination of
the unsecured debt to the recently secured bank debt, and ongoing
asbestos liability concerns.

FMO's operating performance has been impaired due to several
factors, including the effects of a weak North American
aftermarket and sharply declining heavy-duty truck and automotive
markets. Also, FMO has delivered less in synergies from recent
acquisitions than originally targeted and previously planned
divestitures have been postponed due to poor market conditions.

Further weakening the position of bondholders was the recent
amendment to FMO's bank facilities. In December 2000, FMO was
successful in renegotiating its existing bank credit agreement
under which the company was likely to violate a leverage covenant
at year-end. FMO also expanded its bank lines by $550 million,
securing a $200 million revolving credit facility and a $150
million term loan from domestic lenders and a $200 million line
from a foreign bank group. The covenant relief and additional
lines that FMO obtained provide much needed liquidity and
increased financial flexibility. Collateral was added to both the
incremental and existing bank facilities. The incremental
domestic facilities received a first priority security interest
in FMO's U.S. assets, including property plant and equipment
(PP&E), inventories, and unencumbered accounts receivable. The
existing facilities were granted a second lien on those assets.
The incremental foreign facilities received a first priority
security interest in FMO's European receivables. The rating
differential on the bank debt reflects the value of the
collateral package and the substantial amount of junior capital
beneath the bank debt.

In January 2001, FMO released summary findings of the asbestos
study they contracted through National Econometric Research
Associates (NERA). The results of the NERA study largely
confirmed asbestos cash payments most recently projected,
estimated at $350, $250, and $150 million in 2001, 2002, and
2003, respectively. FMO has also outlined changes in its asbestos
strategy, which include exiting the `naming' formula of the
Center for Claims Resolution (CCR) and utilizing the CCR as more
of an administrative body. In particular, FMO will continue to
concentrate on quickly resolving malignant claims while more
aggressively investigating and defending non-malignant/non-
impaired claims. FMO believes that more prudent management of the
latter is the key to controlling its future liabilities. While
FMO's shift in strategy appears positive, the environment for
asbestos litigation remains very uncertain and even at projected
levels the cash payments in the next several years represent a
large consumption of FMO's cash flow.

Importantly, FMO continues to win new business awards and its
operations are supported by strong product franchises in both the
OE and aftermarkets. FMO recently announced the appointment of a
permanent new CEO and COO, both of whom bring extensive
automotive experience to the company.

Fitch estimates that FMO's leverage at Dec. 31, 2000 was above 5
times (x), including its subordinated debt. With operating
performance and cash flow weakened and asbestos payments
remaining substantial for the next several years, Fitch does not
anticipate improvement in debt levels in the intermediate term.
Although FMO has outlines several strategic initiatives to boost
operating earnings, these actions will require significant cash
outlays in the short- term and benefits of these programs will
not be immediate. The Negative Rating Outlook remains due to
concerns about the difficult market conditions FMO will face in
2001, and the uncertain environment and challenges surrounding
its asbestos liabilities.

Federal-Mogul Corp., headquartered in Southfield, MI, is a global
producer and distributor of a broad range of components for
automobiles and light trucks, heavy-duty trucks, farm and
construction vehicles and industrial products. The company's
major products and systems focus on engines, sealing and braking,
which it sells to OE producers as well as to replacement markets.

GENERAC PORTABLE: Moody's Downgrades Senior Notes To Caa2
Moody's Investors Service lowered the ratings on Generac Portable
Products, LLC as follows:

      * $115 million secured credit facilities to B3 from B1;

      * $110 million of 11.25% senior subordinated notes, due
        2006, to Caa2 from B3

      * The senior implied rating was lowered to B3 from B1.

      * The unsecured issuer rating was lowered to Caa1 from B2.

The outlook is stable.

Moody's says that the downgrades reflect the company's weak
performance in 2000 caused by substantially reduced demand for
generators, attributable to record demand in 1999 (caused by
severe weather activity in addition to consumer concerns relating
to possible Y2K power outages) and higher-than-normal generator
inventory levels at retail locations in 2000. Regarding power
washer sales, although sales increased modestly, they made little
impact on profitability, since power washers produce much lower
gross margins than generators, Moody's relates.

Due to a recapitalization in 1998, when pro forma EBITA coverage
of interest expense was reportedly only 1.3x, Moody's reports
that Generac was operating under tight credit measurements and so
there was little cushion to absorb lower results. It is said that
the company violated bank covenant requirements through 9/30/00
(for which it obtained waivers), and amended the credit facility
to include revised requirements for ratios and debt tests through
12/31/01, and limit outstandings under the senior secured
revolving credit facility through 3/31/01. According to Moody's,
if the company violates covenants in 2001, it will again require
waivers to avoid acceleration of principal repayment under the
revolving credit facility.

Generac Portable Products, LLC., is headquartered in Jefferson,
Wisconsin. It manufactures portable generators and pressure
washers for sale to consumers through major home improvement
retailers nationwide.

GENESIS HEALTH: PNC Leasing Pushes for Vehicle Lease Rejection
PNC Leasing Corp. asked the Court to compel Genesis Health
Ventures, Inc. to reject eight leases with PNC for vehicles that
call for either 23 or 35 monthly rental payments between $397.85
and $569.10.

PNC also asked the Court to compel The Multicare Companies, Inc.
to reject lease agreements for the lease of twenty vehicles.
Nineteen of the leases call for 35 monthly rental payments
between $383.25 and $610.00. One of the leases calls for 38
monthly payments of $610.00.

PNC told the Court that they are the owners to the vehicles. Upon
information, they believe that the debtors are in possession of
the vehicles. The Debtors have not moved to assume or reject the

PNC believes that two of the vehicles with GHV are not covered by
insurance at present - a 1998 Plymouth Voyager, VIN No.
2P4FP25B3WR782381 and a 1998 Chevrolet Blazer, VIN No.
1GNDT13W7W2282513. The PNC also believes that eleven of the
vehicles with Multicare have no insurance in place.

PNC reminds the Court that motor vehicles depreciate over time
and continued usage. With such depreciation, and the expiration
of or improper insurance, PNC is under the risk of having an
unsecured claim in the event of misfortune.

Therefore, PNC seeks the Court's order requiring the GHV Debtors
to reject the leases for the eight leased vehicles, pursuant to
11 U.S.C section 365(d)(2) and Rule 6006 (b):

      Type of Vehicle                   Value
      ---------------                   -----
      1. 1998 Plymouth Voyager          $13,500
      2. 1998 Plymouth Voyager          $13,500
      3. 1998 Plymouth Voyager          $13,500
      4. 1998 Ford Taurus               $13,225
      5. 1999 Plymouth Voyager          $13,500
      6. 1998 Ford Explorer             $20,625
      7. 1998 Chevrolet Blazer          $18,600
      8. 1998 Plymouth Voyager          $13,500

PNC also seeks the Court's order requiring the Multicare Debtors
to reject the leases for the eleven leased vehicles, pursuant to
11 U.S.C section 365(d)(2) and Rule 6006 (b). (Genesis/Multicare
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

GUESS?, INC.: Restating Earnings & Revolver in Technical Default
Guess? Inc. (NYSE:GES) says that it expects to report a loss for
the fourth quarter ended December 31, 2000 after recording non-
recurring charges of approximately $14 million, consisting of
inventory write-down charges to address the valuation of aged or
impaired inventory, asset impairment charges, store closing costs
and other non-recurring expenses. These charges are the result of
an in-depth analysis of the Company's operations, its financial
position and its assets and obligations at year-end.

As a result of this analysis, the Company determined it is
necessary to restate its previously reported financial statements
for the first three quarters of fiscal year 2000, because of (a)
certain costs that should have been expensed were capitalized and
(b) certain unrecorded inventory accruals, which were triggered
by the relocation of the Company's distribution facility from Los
Angeles, California to Louisville, Kentucky. These issues
resulted in the overstatement of certain assets and the
understatement of vendor obligations for inventory purchases in
the Company's previously reported quarters for fiscal year 2000.

The Company plans to file the restated financial statements on
Forms 10-Q/A concurrently with its filing of the Form 10-K for
fiscal year 2000.

The Company announced that at December 31, 2000 it had an
outstanding loan balance under its bank revolving credit facility
of $22.4 million compared to $73.4 million at the end of the
third quarter. As a result of the restatements, the Company was
technically in violation of one of the financial covenants in the
Credit Agreement at the end of the third quarter of 2000 and it
anticipates it will be in violation of the same covenant at year-
end 2000. The Company has initiated discussions with its banks
and it believes, although no assurances can be given, that it
will obtain the necessary waivers or an amendment to the Credit
Agreement to cure the violations.

The Company expects to report inventories at year-end, net of all
reserves, of approximately $146 million as compared to $164
million at the end of the third quarter.

Carlos Alberini, President and Chief Operating Officer said, "We
have been working diligently to improve controls in our financial
and operational planning processes. I strongly believe Guess?,
Inc. is a sound company, with tremendous brand recognition, a
solid financial position and excellent prospects for growth. My
top priorities are to build a strong finance team, continue to
improve financial controls and forecasting, streamline costs,
clear excess inventory and coordinate the Company's strategic
planning process."

The Company plans to reduce its current cost structure and
expects to record pre-tax restructuring and non-recurring charges
during the first quarter of 2001 of approximately $3 million to
implement this plan.

Maurice Marciano, Co-Chairman and Co-Chief Executive Officer
said, "We expect the retail environment and consumer spending to
remain soft during fiscal year 2001. Therefore, we are taking
immediate action to limit our expansion, reduce costs and
conserve capital. We believe these initiatives should result in
higher profitability and improved shareholder returns."

Guess?, Inc. designs, markets, distributes and licenses one of
the world's leading lifestyle collections of contemporary
apparel, accessories and related consumer products.

IMPERIAL SUGAR: Honoring Customer Obligations And Programs
Imperial Sugar Company maintain several categories of customer,
discount, rebate and other incentive programs which have been
implemented to varying extents among the Debtors' different
business lines. Because of the highly competitive nature of the
various industries in which the Debtors conduct business, the
Debtors have determined, in the exercise of their business
judgment, that honoring their obligations under the Customer
Programs, and continuing the Customer Programs on a postpetition
basis, is necessary in order to maintain sales volume, customer
satisfaction and goodwill.

                National Distributor Rebates

In the ordinary course of its business, Diamond Crystal Brands
pays sales incentives to distributors of its products. These
incentives are tied to individual products and are implemented
through rebates paid monthly or quarterly depending on the
specifics of agreements with distributors. The majority of
rebates are calculated on the basis of cases sold. However, in
some instances, rebates are dependant on growth in distributor
purchases over a defined base period.

Accrued rebate liability as of December 31, 2000 was
approximately $2,400,000.

       Local Distributor Rebates and Third-Party Programs

Diamond Crystal Brands also offers various local distributor
rebates which are designed as competitive measures in the
distributor's local marketing area and are incentives for a
distributor to buy mainly or exclusively from Diamond Crystal
Brands. These local programs can be specific to certain product
groups or may involve all sales to a particular distributor.
Local rebates typically are deducted at the time of payment of
the balance owed to Diamond Crystal Brands.

In some situations, Diamond Crystal Brands also contracts for
business with third parties who are downstream from a
distributor. Under these arrangements, a third party will agree
to purchase a specified volume of products at a specified
contract price which may differ from the distributor's normal
prices for such products. In that instance, Diamond Crystal
Brands will reimburse the distributor for the difference between
the third-party contract price and the distributor's list prices.
These rebates usually are made by direct payments from Diamond
Crystal Brands to the distributor.

As of December 31, 2000, Diamond Crystal Brands' liability under
accrued local rebate programs and third-party arrangements was
approximately $2,600,000.

                         Marketing Programs

A number of distributors also require Diamond Crystal Brands to
participate in promotional activities of a general nature in
support of the overall sales and marketing activities of the
distributor. These sums either are deducted from invoices sent to
distributors or paid directly to such distributor.

As of December 31, 2000, Diamond Crystal Brands' accrued
liability under these programs was $220,000.

                Grocery Customer Promotional Payment

The Debtors also operate various promotions at the grocery store
level to stimulate sales volume and promote the Dixie, Imperial,
Holly, and Pioneer brand names. Most of these programs take the
form of a promotional allowance given to grocery-division
customers and are implemented through authorized shortpayments on
customer receivables or (in a smaller number of situations)
through checks issued to grocery store companies. In some
instances, these deductions can be taken only when a grocery
store reaches specified levels of performance. In other cases,
however, deductions may be taken throughout a promotional period.

As of December 31, 2000, unpaid grocery-promotions liability was
approximately $2,800,000.

                Grocery Consumer Coupon Redemption

The Debtors periodically issue retail coupons through newspaper
and other media which allow consumers to receive discounts on
their purchase of the Debtors grocery branded products at the
check out counter. The retailers in turn are reimbursed for the
coupons they have honored through a clearing house arrangement
the Debtors have with NCH Clearinghouse.

Based on historical redemption patterns, the Debtors estimate
their liability at December 31, 2000 as approximately $500,000.

                   Customer Dispute Resolution

Occasionally, the Debtors and a customer will disagree regarding
a purchase transaction. For example, a customer may contend that
insufficient product items were shipped, product was damaged or
the invoice received was incorrect, and may dispute the Debtors'
invoice for the shipment and pay an amount less than the total
invoice. In addition, customers may short pay an invoice to
deduct from the amounts owed under one of the Customer Programs
described above. In general, the Debtors seek to resolve customer
disputes at the earliest opportunity, and enjoy a positive
relationship with their key customers as a result.

In the event that a customer disputes an invoice, the Debtors
investigate the facts and circumstances and seek to achieve a
mutually acceptable compromise. The Debtors internally track the
dollar volume of short payment invoices. Although these figures
generally represent a summary of receivables which may not be
collected (as opposed to being a measure of true liability),
there sometimes are circumstances in which the Debtors determine
in the exercise of their business judgment that appropriate
resolution of a pending customer dispute may include, among other
things, the shipment of additional product, issuance of a credit
or the making of a cash payment to a customer.

As of December 31, 2000, the most recent date for which such
information has been compiled, the Debtors' short payment
invoices total approximately $5,400,000.

The Debtors have in this Motion requested Judge Robinson's
approval and authorization to honor these prepetition obligations
to customers under the Customer Programs, and to continue and
maintain these programs on a postpetition basis.

After consideration of the Motion and arguments of counsel, Judge
Robinson authorized but expressly did not direct, in their
discretion, and in the exercise of the Debtors' business
judgment, the honoring of these prepetition obligations to
customers, and permitted the Debtors to continue and maintain the
customer programs on a postpetition basis. (Imperial Sugar
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

INTEGRATED HEALTH: Modifies Key Employee Retention Program
Integrated Health Services, Inc. told Judge Walrath that after
managing the business affairs of the Debtors for a few months
since his appointment as the Chief Restructuring Officer, Joseph
Bondi has reached the conclusion that certain relatively minor
modifications should be made to the Retention Program which is
meant to retain the services of Key Employees to continue to
support, stabilize and preserve the Debtors' business operations.

First, the Retention Program should be expanded to include
regional and field management and to include more employees,
particularly more field employees in the Long Term Care and
Symphony divisions. Second, the Retention Program payment amounts
to certain senior operating and financial executives should be
increased. Moreover, the amounts payable to the employees of the
Rotech division should be reduced.

Accordingly, the Debtors sought authority under sections 105(a)
and 363(b)(1) of the Bankruptcy Code to modify the already
established and approved employee retention program for key
employees as described in the motion.

            Modification To The Retention Program

In this motion, the Debtors propose to increase the net amount
allocated to the Retention Program by $1,295,000. The Debtors
also propose to disburse such net additional amount, plus amounts
reallocated from the RoTech division and employees who have left,
among approximately 413 Key Employees who were not part of the
original Retention Program. Under the proposed modified Program,
the average sum paid to each new participant in the Retention
Program is $5,000, and no such individual would receive more than
$50,000. The new participants are primarily in the Long Term Care
and Symphony divisions, and cover a substantially larger group in
the field operation, financial services and information services

The proposed changes are summarized in a table:

               --------      ----------------------  -------------
----          Original        Proposed Changes      Modified Plan
Area            Plan        Reduction    Increase       Total
----          --------      ---------    --------   -------------

   Finance     $1,687,000    ($74,000)    $83,000    $1,696,000
   Legal        1,074,000    (132,000)       -          941,000
   Compliance      54,000        -         25,000        79,000
               ----------     -------     -------    ----------
                2,815,000    (206,000)    108,000    $2,716,000
Symphony         990,000     (91,000)    442,000     1,341,000
Rotech         5,388,000    (600,000)       -        4,788,000
Long-Term Care 1,746,000    (203,000)  1,845,000     3,388,000
              -----------   ----------  ----------  -----------
Total        $10,938,000   $1,099,000  $2,394,000  $12,233,000
              ===========   ==========  ==========  ===========

The total amount under the modified plan is $12,233,000 compared
to $10,938,000 representing a net additional amount of
$1,295,000. The Debtors estimate that approximately $600,000
should be re-allocated from the miscellaneous fund allocated to
RoTech. Together with re-allocations due to the exit of
employees, the Debtors estimate that there is $1.1 million for

The Debtors propose to pay $646,000 to the Facility
Administration sector, to be allocated to Administrators and
Executive Directors based on the individual facility's
performance to the 2001 budget. The maximum payment under the
plan for Facility Administrators is $6,000 to administrators and
$8,500 for executive directors.

Individual payments to the additional employees included under
the modification are to be made one-half on March 31, 2001 and
one half on the effective date of the plan of reorganization to
everyone, except for Facility Administrators and Executive
Directors in the Long Term Care Division. Facility Administrators
and Executive Directors will receive payments two weeks after the
completion of the June 30, 2001 financial statements.

Furthermore, the Retention Program modification provides, in a
few cases, that certain Key Employees whose retention
compensation was previously established will receive additional
compensation, to be payable following the effective date of the
plan of reorganization of the Debtors.

The Debtors reveal that they have given the Creditors' Committee
a list of the Key Employees affected by the proposed changes to
the retention program and the amounts to be paid. Due to
sensitive salary information relating to the Key Employees, and
for other business reasons, the names of the individuals were not
attached to the motion.

With respect to the Symphony Field Operations sector, the Debtors
propose a bonus pool to cover members of Symphony management,
with individual payments to be allocated based on performance.

                        Retention Bonus Plan

                                Increase in No.
                                of Employees
                                Covered                Amount
                                --------------         -------
Long Term Care
    Field Operations          *      37                 $604
    Financial Services        *      23                  167
    Information Services      *       9                  164
                                 -------              -------
                                     69                  935
    Facility Administration **      308                  646
                                 -------              -------
                                    377                1,581
    Corporate Operations      *       1                   20
    Field Operations        ***      11                  200
    Financial Services        *      10                   91
    Human Resources           *       2                   26
    Information Services      *      11                  104
                                 -------             -------
                                     35                  442
    Compliance                *       1                   25
                                 -------            --------
Total                              413              $ 2,048

      * Individual payments to be made one-half on March 31, 2001
        and one half on the effective date of the plan of

     ** Individual payments to be made two weeks after the
        completion of the June 30, 2001 financial statements. The
        total amount, $646, will be allocated to administrators
        and executive directors based on performance of the
        individual facility's performance to the 2001 budget. The
        maximum payment under the plan is limited to $6 to
        administrators and $8.5 for executive directors.

    *** Bonus pool to cover all SVP direct reports. Individual
        payments to be allocated based on performance.

The Debtors also sought authority to amend, in the future, when
necessary, without further Court approval, the number of Key
Employees affected as well as the compensation allocated to those
Key Employees, provided that, the total amount of the funds
allocated to the Retention Program remains unchanged. The Debtors
believe this will give them additional flexibility to make
decisions believed in the best interest of the Debtors.

Furthermore, as part of the modifications, the Debtors sought to
substitute Joseph Bondi, the newly appointed Chief Restructuring
Officer, as the administrator of the Retention Program which was
previously administered by the Debtors' Chief Financial Officer.

The Debtors believe that the modifications sought are reasonable,
will include a significantly larger number of Key Employees which
are essential to the continued operation of the company, and are
in the best interest of the Debtors. Moreover, in their business
judgment, the Debtors note that it is important at this time to
modify the Retention Program in order to provide incentives for
Key Employees to remain on the job at least until the Debtors'
reorganization process has been completed.

At the Debtors' behest, Judge Walrath granted the motion.
(Integrated Health Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

JPM COMPANY: PwC Issues Going Concern Opinion
The JPM Company (NASDAQ:JPMX) disclosed that its auditors,
PricewaterhouseCoopers LLP, has issued a going concern opinion
expressing reservations regarding the ability of the Company to
remain in compliance with its bank covenants for the current
fiscal year.

Those covenants require attainment of monthly earnings and EBITDA
target goals, compared to Company projections.

John Mathias, Chairman and Chief Executive Officer, stated,
"Although we believe we will meet annual projections, current
market volatility demonstrates the difficulty of projecting
month-by-month assurances. We have been supported in our prior
negotiations with the banks, and hope that no future waivers will
be necessary. Nevertheless, we and PricewaterhouseCoopers are
required to assess that each monthly covenant will be met, an
assessment the marketplace unfortunately renders uncertain, as is
evident in the current softness in the demand for our
telecommunications products. That softness is expected to reverse
within weeks, but it emphasizes the volatility of monthly

"As [previously] stated, the Company has initiated all corrective
actions it believes are reasonably necessary to return to our
previous profit levels. The course we are on addresses systemic
and operations issues, reduces costs and increases efficiency,
and allows us to resume our high standards of quality and
performance. With reasonable market stability and the continued
support of our employees, stockholders, customers and suppliers,
we believe those corrective actions will restore financial health
to the Company."

The JPM Company is a leading independent manufacturer of cable
assemblies and wire harnesses for original equipment
manufacturers and contract manufacturers in the computer,
networking and telecommunications sectors of the electronics

Headquartered in Lewisburg, PA. JPM also has facilities in Beaver
Springs, PA; San Jose, CA; Guadalajara, Mexico; Toronto and
Calgary, Canada; Sao Paulo, Brazil; Leuchtenberg, Germany and
Bela, Czech Republic. For more information on JPM, visit the
Company's Web site at

LANGSTON CORPORATION: GL&V Advances Bid for Operating Assets
GL&V has made a bid to acquire operating assets of Langston
Corporation, a North American leader specializing in the design
and manufacture of equipment used to produce and convert
corrugated board.

Headquartered near Philadelphia, PA U.S.A., Langston also has
operations in the United Kingdom, Australia and Mexico. The
Corporation has been in business for over a century and has
developed cutting-edge know-how recognized around the world. It
owns some 30 patents, serves major clients in the pulp and paper
industry, and has an installed base of 3,700 corrugating and
converting machines - the largest in North America.

"This acquisition offers considerable potential. GL&V will gain
access to a new niche being the corrugating and converting
market, enabling us to offer our clients a more complete line of
equipmentand spare parts. Furthermore, Langston's corporate
clients will find a major supplier in GL&V. For fiscal 2001-2002,
we expect to record more than $30 million in additional sales
annually from this acquisition, mostly in spare parts and also
from new complete equipment projects. We foresee approximately
$10 million of operating savings and synergies, notably with the
operations of GL&V/Black Clawson-Kennedy in Hudson Falls, New
York, and GL&V/Beloit Lenox Inc. in Lenox, Massachusetts, and by
building upon Langston's outsourcing network," indicated Laurent
Verreault,GL&V's President and Chief Executive Officer.

In September 2000, Langston Corporation filed for protection
under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy
Court for the District of Delaware. GL&V's purchase offer has
just beenaccepted by Langston, but is subject to the Court
approval and customary closing conditions. The transaction is
expected to close in March 2001.


Founded in 1975, GL&V is a world leader in the design and
manufacture of engineered proprietary equipment for the pulp and
paper industry and other strategic markets, consisting mainly of
chemicals, food, mining, minerals, energy and the environment.
The Company holds the proprietary rights to most of the machinery
used in its customized technological solutions. Its equipment is
manufactured primarily in its plants in North America and Europe,
as well as by various subcontractor partners. GL&V's network
extends into more than 40 countries on five continents. The
Company has operations and/or sales representatives in Canada,
theUnited States, Europe, Australia, Africa, Asia, and South
America,in addition to sales agents in most industrialized
regions. GL&V employs close to 1,500 people worldwide.

LOEWS CINEPLEX: Lenders Blocking Interest Payment on Notes
Loews Cineplex Entertainment Corporation (NYSE:LCP; TSE:LCX)
disclosed that the administrative agent under the Company's
senior bank credit facilities has delivered a payment blockage
notice to the Company and the indenture trustee of its 8 7/8%
Senior Subordinated Notes due 2008, prohibiting payment by the
Company of the semi-annual interest payment of approximately
$13.3 million due to noteholders on February 1, 2001. The notice,
which could prohibit Loews Cineplex from making any payments on
the notes for a period of up to 179 days, was delivered as a
result of the Company's non-compliance with a formula-based
financial covenant, which requires the maintenance of certain
specified leverage ratios. These covenants are included in the
Company's Senior Secured Revolving Credit Facility (the "Credit

As previously announced, the waiver of compliance with various
financial covenants from the syndicate banks that provide funding
to the Company under its Credit Facility has expired, and the
Company is in active discussions with the Bank Group to address,
among other things, the Company's liquidity needs. The Company
believes that it has adequate available cash to fund its ordinary
course working capital needs during the course of these

The notice of default is not an acceleration of the maturity of
the Company's debt obligations under the Credit Facility, and the
Company is current in all its payment obligations under this
facility. While the Company continues to explore various
strategic alternatives with the Bank Group to develop a long-term
financial plan for the Company, there can be no assurance that
these discussions will be successful. If the Company is
unsuccessful in these discussions, the Bank Group could
accelerate the maturity of its loans. Additionally, if the Bank
Group exercises this option, the trustee of the notes would have
the right to accelerate the maturity of the indebtedness
evidenced by the notes. The trustee would also have the right to
accelerate the maturity of this indebtedness in the event that
the payment of the blocked interest is not made by March 2, 2001.
The Company is not currently in a position to refund this
indebtedness should it be declared due and payable, and, as a
result, it may be forced to seek protection under federal
bankruptcy laws.

The Company continues to meet with participants at various levels
of its capital structure to identify and implement a longer-term
financial plan to address its liquidity needs and consider
various restructuring alternatives. No assurances can be given
that any potential restructuring will be negotiated on terms that
will allow the payment of semi-annual interest to the

Loews Cineplex Entertainment Corporation is one of the world's
largest publicly traded theatre exhibition company 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: Hires Hennigan Bennett to Fight with Banks
The LTV Corporation applied to Judge Bodoh for an Order
authorizing the employment of Bruce Bennett and the Los Angeles
California law firm of Hennigan, Bennett & Forman as special
financing and litigation counsel retroactively to the Petition
Date. The firm will represent the Debtors in:

      (a) Advising LTV with respect to its prepetition credit
facilities, loans, and bond indebtedness;

      (b) Assisting LTV in obtaining and negotiating the terms and
conditions of debtor-in-possession financing and use of cash
collateral, and in obtaining necessary or appropriate orders of
the Bankruptcy Court in connection with (a);

      (c) Appearing at meetings of creditors;

      (d) Representing LTV in litigation in the Bankruptcy Court
and in other such courts as may be appropriate;

      (e) Advising LTV regarding its legal rights and
responsibilities as a debtor in possession under the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, and the United
States Trustee Guidelines and Requirements.

HB&D will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date services are rendered. These rates may change from
time to time in accordance with HB&D's established billing
practices and procedures.

The hourly rates and names and positions of those professionals
expected to appear before the Court in this matter are:

            Name            Position         Billing rate
            ----            --------         ------------
      Bruce Bennett         Partner           $520/hour
      Bennett J. Murphy     Partner           $475/hour
      Michael A. Morris     Partner           $475/hour
      Kelly K. Frazier      Associate         $250/hour
      Jeffrey Henneforth    Associate         $225/hour
      Kathryn S. Bowman     Legal assistant   $165/hour
      Kevin Floyd           Legal assistant   $130/hour

Prior to the Petition Date, during December 2000, the Debtors
paid to HB&D a retainer of $300,000 for services rendered or to
be rendered.The Retainer has been applied on account of legal
fees and expenses incurred and to be incurred in representing the
Debtors in contemplation of, and in connection with, these
chapter 11 cases. In particular, on or about December 28, 2000,
HB&D applied $135,000 of the retainer as payment for fees and
expenses incurred or expected to be incurred for the period
through and including December 28, 2000. Accordingly, as of the
Petition Date, approximately $165,000 of the retainer remained

Mr. Bennett assures Jude Bodoh that neither he, nor HB&D, nor any
partner or associate of the firm, have any connection with the
Debtors, their creditors, the United States Trustee, or any other
party with an actual or potential interest in these chapter 11
cases or their respective attorneys or accounts, although certain
of the financial institutions holding claims against LTV also
hold claims against other debtor clients of HB&D, and HB&D does
not represent, and has not represented, any entity other than the
Debtors in matters related to these chapter 11 cases. (LTV
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-00900)

METROCALL, INC.: Lenders Agree to Relax Financial Covenants
Metrocall, Inc. (Nasdaq: MCLL), announced that it has signed an
amendment to its credit facility that modifies Metrocall's
interest coverage covenant applicable to its results for the
fourth quarter of 2000 and first quarter of 2001 while the
Company focuses on growing its advanced messaging business.

The amendment reduces the operating cash flow to net cash
interest expense ratio requirement for the quarters ended
December 31, 2000 and March 31, 2001 to 1.65 times and 1.75
times, respectively, down from 1.75 times and 2.0 times under the
prior agreement. Vincent D. Kelly, Metrocall's Chief Financial
Officer, stated, "We are pleased with the vote of confidence and
support we continue to receive from our senior bank group. This
amendment is an important step in our rollout of advanced
wireless and messaging services. It reduces the level of
operating cash flow (EBITDA) the Company needs to achieve for two
consecutive quarters in order to maintain compliance with the
interest coverage covenant. We currently have adequate cash on
hand and product on the shelf with no immediate plan to borrow.
At the end of the fourth quarter, we had over 100,000 advanced
messaging products in service, having more than doubled our level
of production from the third quarter."

The amendment also modifies Metrocall's availability under its
credit facility. Under the agreement, as amended, the maximum
amount of borrowings under the facility will be $153 million for
the six-month period ending June 30, 2001 and $173 million for
the six-month period ending December 31, 2001. Metrocall's
outstanding debt under the facility is currently $133 million.
Metrocall's ability to draw on the facility is subject to
compliance with the other financial covenants in the facility.

                      About Metrocall, Inc.

Metrocall, Inc. headquartered in Alexandria, Virginia, is one of
the largest wireless data and messaging companies in the United
States providing both products and services to more than six
million business and individual subscribers. Metrocall was
founded in 1965, became a publicly traded company in 1993 and
currently employs approximately 3,500 professionals coast to
coast. The Company offers two-way interactive messaging, wireless
e-mail and Internet connectivity, cellular and digital PCS
phones, as well as one-way messaging services. Metrocall operates
on many nationwide, regional and local networks, including a new
Two-Way Interactive Network (TWIN), and can supply a wide variety
of customizable Internet-based information content services.
Also, Metrocall offers totally integrated resource management
systems and communications solutions for business and campus
environments. Metrocall's wireless networks operate in the top
1,000 markets all across the nation and the Company has offices
and retail locations in more than forty states. Metrocall is the
largest equity-owner of Inciscent, an independent business-to-
business enterprise, that is a national full-service "wired-to-
wireless" Application Service Provider (ASP). For more
information on Metrocall visit

MURDOCK GROUP: To Complete Phase Four Debt Reductions This Month
The Murdock Group Holding Corp. (OTC BB: TMGS) announced details
of phase four of its five-part debt restructuring program.

Phase four will include debt reductions of $5 to $6 million
including real estate-related reductions and additional debt-to-
equity conversions. This will be a fairly rapid phase, targeted
to be completed in mid-February, when the fifth and final phase
will begin. These transactions are expected to result in
annualized cost savings to the company of $1-1.5 million.

KC Holmes, president and chief executive officer, noted, "We are
now entering phase four and nearing completion of the debt
restructuring and reorganization plan. With this process we have
succeeded in reducing our debt and long-term obligations by more
than $17 million. We are excited about this accomplishment and
expect the company to be on solid footing by early 2nd quarter,

                      About The Murdock Group

Founded in 1983, The Murdock Group has emerged as a business
incubator with emphasis in the employment industry. The Murdock
Group has incubated Internet offerings, an
employment portal, and CareerWebSource, a BtoB employment
information company, as well as a full service brick and mortar
career-coaching provider. The Murdock Group also has a real
estate development group specializing in small- to mid-sized
entitlement projects.

NAHDREE GROUP: Committee Retains Traub Bonaquist As Counsel
By court order entered on January 16, 2001, the US Bankruptcy
Court, District of New Jersey approved the employment and
retention of Traub, Bonacquist & Fox LLP as general counsel to
the Official Committee of Unsecured Creditors of The Nahdree
Group, Ltd., et al.

NUVOCOM INC.: Files for an Assignment of Bankruptcy
Mr. Juergen Weber, CEO of Allnet Secom Inc. (ASZ/CDNX) announced
that Nuvocom Inc., a wholly owned subsidiary based in Markham,
Ontario, has filed for an assignment of bankruptcy citing its
inability to maintain normal business operations and meet ongoing
financial commitments.

Mr. Weber noted a downturn in the overall computer and computer
components markets and lower than anticipated margins were mainly
to blame. The industry is very competitive and price sensitive
and therefore doesn't allow for the maintenance of margins on a
regular basis. The computer components business has become a very
low margin, cash intensive business which doesn't justify the
added investment necessary to keep the business open.

Although overall sales will initially be lower on a consolidated
basis, the company anticipates that earnings will improve during
its current fiscal year from its continued operations as well as
new revenues from its other holdings.

ORBCOMM GLOBAL: Court Extends Exclusive Period May 15
At a hearing before the U.S. Bankruptcy Court in Wilmington,
Orbcomm Global L.P. secured an extension of its exclusive period
during which to propose a plan of reorganization through May 15,
2001.  Additionally, the Court granted a concomitant extension of
the Debtors' exclusive period during which to solicit acceptances
of that plan through July 15, 2001.

OWENS CORNING: Hires Texas Occupational Medical for Asbestos Work
Owens Corning applies to Judge Walrath for an Order authorizing
them to employ Texas Occupational Medicine Institute, P.A., under
a three-year contract which began in July 1999, to provide expert
medical services to the Debtors, with the approval requested
retroactively to the Petition Date. TOMI's services are to assist
in the evaluation of asbestos-related claims for the purpose of
formulating a plan of reorganization.

Prior to the Petition Date Owens Corning utilized the services of
Dr. Friedman to assist in the analysis and evaluation of
approximately 3,000 asbestos-related claims asserted against
Owens Corning. Dr. Friedman also acted as chief medical
consultant to Owens Corning's National Settlement Program. Dr.
Friedman is a shareholder, officer and employee of TOMI.

The contracting parties will be Owens Corning and TOMI, but the
actual services will be rendered by Dr. Gary K. Friedman of that

Dr. Gary K. Friedman has agreed to waive a prepetition claim in
the amount of $83,000 he may hold against the Debtors for medical
services rendered and unpaid prior to the Petition, and
represents under oath that TOMI does not represent or hold any
interest adverse to the Debtors or these estates on the matters
for which employment is sought. However, TOMI has rendered
medical services to other law firms in relation to asbestos-
related claims, such as Bracewell & Patterson, Baker & Botts,
Mandell & Wright, Owens Illinois, and others who may be related
to Owens Corning.

The Debtors are asking for authority to pay TOMI in the ordinary
course of business, in a manner similar to the ordinary course
professionals retained in these cases, without the need to file
fee applications. The Debtors estimate that the services provided
by TOMI will average approximately $41,500 per month, an amount
the Debtors say is comparable to the $35,000 monthly cap for most
ordinary course professionals retained in these cases.

The Debtors will also list the payments to TOMI in the Ordinary
Course Payment Schedule, along with a brief description of the
services rendered, as provided in the application to employ
ordinary-course professionals.

In addition to this compensation, the Debtors have agreed that,
should any claim or cause of action be asserted against TOMI for
authorized services rendered within the scope of the contract
with the Debtors, Owens Corning will indemnify TOMI and provide a
defense, unless the claim or cause of action is based solely upon
TOMI's alleged malice. (Owens Corning Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)

RBX CORP: Employs Houlihan Lokey as its Financial Advisor
RBX Corporation, et al., sought and obtained a court order
authorizing the retention of Houlihan, Lokey, Howard & Zukin
Capital as their financial advisors to:

      * Advise the Company generally of available capital
restructuring and financing alternatives, including
recommendations of specific courses of action and assist the
Company with the design of alternative Transaction structures and
any debt and equity securities to be issued in connection with a

      * Assist the Company with the development, negotiation and
implementation of a Transaction, including participation as a
representative of the Company in negotiations with creditors and
other parties involved in a Transaction;

      * Assist the Company in valuing the Company and/or, as
appropriate, valuing the Company's assets or operations; provided
that any real estate or fixed asset appraisals needed would be
executed by outside appraisers;

      * Provide expert advice and testimony relating to financial
matters related to a Transaction, including the feasibility of
any Transaction, the valuation of any securities issued in
connection with a Transaction, and any other matter as to which
Houlihan Lokey is rendering services hereunder;

      * Advise the Company as to potential mergers or
acquisitions, and the sale or other disposition of any of the
Company's assets or businesses;

      * Prepare proposals to creditors, employees, shareholders
and other parties-in-interest in connection with any Transaction'

      * Assist the Company management with presentations made to
the Company's Board of Directors regarding the Transaction and/or
other issues related to the Company's contemplated
reorganization; and

      * Advise and assist the debtors in connection with the
formulation, negotiation, preparation and confirmation of any
plan or plans of reorganization or liquidation in these cases;

      * Advise and assist the debtors in negotiating, analyzing
and formulating any DIP financing facilities or amendments
thereto, any exit financing facilities or other financing

Houlihan intends to charge a cash fee of $125,000 per month. With
respect to any transaction (as defined therein) a transaction fee
equal to 1% of any Company Debt, less one hundred percent of the
monthly fees actually received by Houlihan after the third month;
and payable upon consummation of the Transaction and expenses.

RURAL/METRO: Obtains Covenant Waiver through April 15
Rural/Metro Corporation (Nasdaq:RURL) obtained an extension of
its waiver of covenant compliance under its revolving bank credit
facility through April 15, 2001. In connection with the waiver,
the company has paid $500,000 in deferred interest, which it has
been accruing since April 2000. The waiver carries no
administrative fees.

Jack Brucker, president and chief executive officer, said, "We
continue to make significant progress to strengthen and improve
the company's long-term performance. Our lenders have been
supportive throughout this process and have reaffirmed their
confidence in Rural/Metro's ability to effectively manage and
execute its business plan."

Throughout the waiver periods, the company has met all regularly
scheduled interest payments on its revolving credit facility, as
well as periodic principal pay downs.

Brucker continued, "We are clearly headed in the right direction
for the future profitability of the company and will continue to
work with our lenders over the next several weeks to set the
foundation for a long-term solution that will benefit Rural/Metro
and its stakeholders."

Rural/Metro Corporation provides mobile healthcare services,
including emergency and non-emergency ambulance transportation,
fire protection and other safety-related services to municipal,
residential, commercial and industrial customers in more than 400
communities throughout the United States and Latin America.

SERVICE MERCHANDISE: Reports Year-End Financial Results -- Losses
Service Merchandise Company, Inc. (OTCBB:SVCDQ) announced
unaudited financial results for its fiscal year ended December
31, 2000. The Company reported continuing EBITDAR (earnings
before interest, taxes, depreciation, amortization and
restructuring charges) of $44.9 million for the fiscal year ended
December 31, 2000, compared to $25.2 million for the prior year
and ahead of its earlier preliminary guidance which was subject
to completion of physical inventory and normal year-end

"We are pleased that our 2000 financial EBITDAR performance
exceeded our Business Plan and the preliminary forecast we
previously reported," said Chairman, President and Chief
Executive Officer Sam Cusano, noting that the improvement was
primarily due to better than forecasted expense controls, lower
than expected insurance claims and favorable physical inventory
results. "Our improved inventory results directly reflect
positive contributions of management's emphasis on inventory
controls during the fourth quarter. While our sales performance
did not meet our expectations during a very challenging fourth
quarter for all retailers, we are pleased that improved gross
margins, the expense reduction and the impact of other strategic
initiatives we implemented during the fourth quarter, coupled
with our inventory controls, offset the potential financial
impact of the sales shortfall."

                     2000 Fiscal Year Results

For the year ended December 31, 2000, the Company announced a net
loss of $179.6 million, or $1.80 per common share, for the fiscal
year, an improvement of $64.1 million over the prior year, on net
sales of $1.55 billion. For the prior year, the Company reported
a net loss of $243.7 million, or $2.45 per common share, on net
sales of $2.23 billion. Operating income (gross margin less
selling, general and administrative expenses, excluding exiting
categories and closed facilities) for the fiscal year was $26.9
million compared to a loss of $85.5 million for the comparable
period of the prior year. Net sales from continuing operations
(excluding exiting categories and closed facilities) were $1.29
billion compared to $1.38 billion reported for the same period
last year.

Commenting on the year's financial results, Mr. Cusano said that
"the results show the benefits of the Company's 2000 Business
Plan initiatives to improve gross margins and reduce costs. Our
gross margins from continuing operations, as a percent of sales,
improved 285 basis points in 2000 over the prior year. This
increase was led by improvements in our home merchandise
categories. Continuing selling, general and administrative
expenses, as a percent of sales, improved 543 basis points over
the prior year. The Company's liquidity position remains strong
with availability in excess of $200 million at year end and
minimum excess availability of more than $146 million during
2000." Mr. Cusano said that the Company expects to complete and
present its 2001 Business Plan to the Bankruptcy Court during the
first quarter. "As we move forward in the 2001 fiscal year, we
expect to continue to improve upon the foundation established in
2000 and work toward increasing EBITDAR, while completing our
restructuring initiatives and timely emerging from Chapter 11
following the 2001 Christmas season." The Company said that the
anticipated range of availability for 2001 will be from $90
million to $230 million, which supports the Company's more
targeted merchandise assortment following its planned exit last
year from toys, electronics and sporting goods.

                 Strategic Reorganization Timeline
                       and Reorganization Plan

The Company stated that the 2001 Business Plan was the final step
in the strategic reorganization timeline established by the
Company and announced to creditors, shareholders and other
interested parties at the outset of the Company's Chapter 11
reorganization cases. The Company said that, after successfully
completing the Company's stabilization plan during 1999 and the
transition plan in 2000, the 2001 Business Plan will provide the
framework for a plan of reorganization to be proposed later this
year that should allow the Company to timely emerge after
Christmas 2001.

Mr. Cusano said, "While we are encouraged by the success
demonstrated by our 1999 and 2000 financial performance against
the respective plans, the Company recently implemented a series
of strategic initiatives in light of the challenging retail
industry environment and weak capital markets. In order to
maximize vendor and creditor support of our Company following the
successful conclusion of our Chapter 11 cases, we believe that
the long term profitability and value of the Company will be
maximized if we consolidate on our strengths during the balance
of this year and timely emerge from Chapter 11 following
Christmas 2001." As previously announced, the Company is
implementing 2001 strategic business initiatives that include
significant reductions in expenses, realignment of capital
expenditures, alignment of the Company's remodel program with its
subleasing program, and consolidation of space at its
headquarters. In addition, the Company has substantially
completed a previously announced workforce reduction of
approximately 1,750 full time employees. These expense reductions
should generate an additional $35 million in savings for 2001
over and above the $18 million of expense savings announced for
2001 as part of the Company's 2000 Business Plan.

As previously announced, the plan or plans of reorganization to
be proposed by the Company involve a debt conversion of the
Company's prepetition unsecured claims into new common equity of
the reorganized company. Under such circumstances, the existing
common stock of the Company would be cancelled and existing
shareholders would not receive any distribution in connection
with the reorganization. The Company said that the value of its
existing common stock was highly speculative since it is highly
probable that it will be cancelled, and therefore, worthless if
the expected plan of reorganization is consummated.

The Company is filing with the Bankruptcy Court in Nashville for
approval at the February 2001 omnibus hearing motions seeking an
extension of the Company's exclusive period to file a plan until
January 31, 2002; an extension of time to assume or reject
certain real estate leases until plan confirmation, consistent
with the extension already approved as to the majority of the
Company's leases; an employee retention program similar to that
approved for 1999 and 2000; the assumption of nine real estate
leases; and a $35 million committed vendor credit line from CIT.
Mr. Cusano said, "We have worked very hard to develop and
implement a business strategy that we believe will help us
complete our restructuring. With the continued hard work of our
associates and the support of our vendor partners, creditors and
lenders, we expect to emerge from Chapter 11 following Christmas

Service Merchandise and its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 in the U.S.
Bankruptcy Court for the Middle District of Tennessee in
Nashville on March 27, 1999. Service Merchandise is a specialty
retailer focusing on fine jewelry, gifts and home decor products.
The Company currently operates 218 stores in 31 states.

SHAMAN PHARMACEUTICALS: Insists It's Not Going Out Of Business
Shaman Pharmaceuticals Inc. of San Francisco, Ca., which recently
filed Chapter 11, insists it's not going out of business but
rather that it needs time to reorganize its finances. Shaman, a
maker of nutritional supplements, has come under criticism for
signing distribution deals that netted it some short-term cash
but which ended up in increasing its debt. The company filed last
month in the Northern District of California in an attempt to
reorganize its debt. (New Generation Research, February 1, 2001)

SHOWSCAN ENTERTAINMENT: Creditors Probe Lawyer's Independence
The Official Committee of Unsecured Creditors for Showscan
Entertainment, Inc., presents the U.S. Bankruptcy Court in Los
Angeles with an objection to the Debtor's bid to employ that law
firm of Martin, Hopkins & Lemon, P.C., as its special counsel.

Howard N. Madris, Esq., at Sulmeyer, Kupetz, Banman & Rothman,
questioned whether MH&L and W. Tucker Lemon, Esq. (the only
attorney at MH&L who will work for Showscan) holds an interest
adverse to the Debtor's estate. Mr. Madris observes that:

      (a) from 1994 to 1998, Mr. Lemon served as Senior Vice-
          President of the Debtor and its in-house general

      (b) from 1998 to the Petition Date, Mr. Lemon and MH&L
          served as the  Debtor's general counsel -- when the
          company was in the process of  burning-up $19 million of
          shareholder and creditor value;

      (c) Mr. Lemon (or his trust) is a Showscan shareholder; and

      (d) MH&L is a prepetition general unsecured creditor.

Mr. Madris won't go so far as to say that there is concrete
evidence of any improprieties by the Debtor's officers, directors
or counsel during the past few years.  Rather, Mr. Madris says,
"the Committee would prefer that special counsel not have had any
involvement with the Debtor pre-petition, so as not to taint or
interfere with special counsel's independent judgment, analysis
and investigation."

SHOWSCAN ENTERTAINMENT: Committee Objects to Disclosure Statement
The Official Committee of Unsecured Creditors for Showscan
Entertainment, Inc. objected to Showscan Entertainment's
Disclosure Statement and plan of reorganization.

The Committee claims that there is inadequate disclosure
concerning Octograph, Inc. According to the debtor, Octograph
recently purchased the secured claim of over $6.5 million
asserted by the former holder of the claim , Banco del Gottardo.
The plan is to be funded by a capital infusion of over $1 million
from Octograph, however there is no disclosure as to who or what
Octgraph is.

In addition, the plan provides for Octograph to abide by the
terms of the plan, but Octograph is not legally bound to fund the

The Committee asserts that there is a lack of disclosure as to
the value of the debtor's net operating loss carryover. There is
no disclosure as to whether Octograph is acquiring the debtor's
NOL, nor is the value of the NOL disclosed. The Committee claims
that the disclosure is crucial so creditors ca ascertain whether
the proposed capital infusion by Octograph is in any way adequate
consideration for Octograph obtaining at least 60% of the
debtor's shares, as proposed in the plan.

Among other things, the Committee also states that there is
inadequate disclosure as to the value of the debtor's other
assets; there is a misdescription of the amount and percentage of
distribution to general unsecured claimants and there is no
disclosure concerning who will prosecute the claims objections or
how such counsel will be paid and that there is a lack of
disclosure as to the plan's violation of the absolute priority

SPALDING HOLDINGS: Secured Lenders Ease Covenant Compliance
Spalding Holdings Corporation, the parent of Spalding Sports
Worldwide, Inc., reported that its Secured Credit Facility has
been amended.  The amendments, which were approved by a majority
vote of the banks participating in the Facility on January 24,
allow for an additional $35 million of funding, while also easing
certain covenant compliance measurements.  The covenant changes
are effective as of December 31, 2000, and the additional
borrowing capacity is available effective immediately.

Jim Craigie, Spalding's President & CEO, stated: "The additional
funding, along with the changes to the debt covenants, should
provide Spalding with the financial resources necessary to
continue to introduce innovative new products. Several new
products - the Apex Edge line of Ben Hogan Irons, the Infusion
Basketball with a built-in pump, and the new Strata Tour Ultimate
golf ball - will be launched in early 2001 and should lead to
increased operating profits for Spalding."

Founded in 1876, Spalding is a leading manufacturer and licensor
of branded consumer products serving the golf and sporting goods
markets under the Spalding(R), Top-Flite(R), Ben Hogan(R),
Etonic(R) and Dudley(R) brand names. Headquartered in Chicopee,
Massachusetts, Spalding markets a broad range of professional
quality recreational and athletic goods, including products used
in golf, basketball, softball, volleyball, soccer and football.

ST ANDREW: Recapitalization Transactions Should Close on Feb. 13
St Andrew Goldfields Ltd. (TSE:SAS) said that the previously
announced private placements have been restructured and the
following financings totaling approximately $8.7 million are at
an advanced stage:

      (a) $4 million secured convertible debentures, which will be
          convertible into units consisting of one common share at
          a price of $0.15 per share and a half warrant. Each
          whole warrant is exercisable into one common share at
          $0.20 per common share for 3 years.

      (b) $2 million private placement of shares at $0.15 per
          share plus one warrant.  Each warrant is exercisable
          into one common share at$0.20 per common share for 3

      (c) $2.7 million of the Company's current creditor
          obligations will be exchanged for approximately 11.7
          million common shares and $0.8million in cash.

Griffiths McBurney & Partners are continuing on a best efforts
basis to complete the financings in (a) and (b) above.

It is anticipated that these financings will be closed on
Tuesday, February 13, 2001, and funds will be released upon
completion of certain conditions of closing including receipt of
regulatory and other approvals. The majority of the proceeds from
the financings will be used to replace the existing secured debt
facilities, restructure the current debt and other obligations
and to provide the Company with working capital. As a result of
these financings the total issued and outstanding common shares
of the Company willbe approximately 52.3 million.

Mr. Glenn Laing, an experienced mining operator and financial
turnaround specialist, will be appointed Chief Executive Officer
of St Andrew and will be responsible for directing the Company's
future activities and strategy.

The contemplated Share Exchange Agreement with Joseph Gutnick's
Bay Resources Ltd. has been mutually terminated.

St Andrew Goldfields Ltd. is a gold mining and exploration
company with a modern gold mill and three known gold systems
(including the Taylor Mine Project) contained within
approximately 50 square miles of landholdings encompassing 20
miles of the Porcupine - Destor Fault east of Timmins, Ontario.

SUN HEALTHCARE: Sells Supply Business Assets To Medline
SunChoice Medical Supply, Inc., Contour Medical, Inc., Americare
Health Services Corp., Ameridyne Corporation, Atlantic Medical
Supply Company, Inc., Contour Medical-Michigan, Inc., Facility
Supply, Inc., Quest Medical Supply, Inc., and SunSolution, Inc.
(the Sellers in this motion) are all engaged in the business of
the distribution of medical and surgical supplies used in
providing long-term care. This Supply Business results in an
approximate cash loss of between $250,000 and $300,000 per month.
It is not one of Sun Healthcare Group, Inc.'s core businesses and
requires substantial capital expenditures on management
information systems and other items in order for such businesses
to be profitable for the Debtors.

In lack of fluids for the capital expenditures, and to avoid the
continuing cash drain on their estates, the Debtors have
determined to sell substantially all of the assets used in
connection with the Supply Business.

Marketing efforts have culminated in a written offer by Medline
Industries, Inc., which is the subject of this motion and will
provide the Debtors with:

      (a) $6,000,000 at closing,

      (b) approximately $7,800,000 for Inventory,

      (c) approximately $6,300,000 for accounts receivable; and

      (d) substantial value from the transfer of the Supply
          Agreement to Medline:

          The Supply Agreement provides that,

          (1) for two to three years Seller as assignee of
              SunChoice, will pay SunBridge a rebate equal to the
              greater of (a) 7.5% of total collections from
              SunBridge on sales made under the agreement, capped
              at $10,000,000 or (b) $2,000,000 provided that
              SunBridge has purchased and paid for $22,000,000 of
              products in each year;

          (2) in the event SunBridge does not purchase and pay for
              $22,000,000 of products in either year two or year
              three, then Medline, as assignee, will pay SunBridge
              a rebate equal to 7.5% of total collections for that
              year, capped at $10,000,000 per year.

Specifically, under the Agreement, Medline agreed to buy, and Sun
agreed to sell, the Assets, on an "As Is, Where Is" basis. The
Assets being sold include,

      (1) all Accounts Receivable

      (2) all merchantable Inventory designated by Medline,

      (3) all related records or other information,

      (4) all of the Sellers' rights under all written contracts,
          agreements, purchase orders etc., with customers and
          vendors as set forth in the Agreement,

      (5) all of the Sellers' customer and vendor lists,

      (6) all rights benefiting the Seller under any warranty
          received from any third party that relates to the Supply
          Business to the extent transferrable and assignable, and

      (7) an assignment of a certain Supply Agreement dated
          December 5, 2000 between SunBridge Healthcare
          Corporation and SunChoice.

The inventory purchase will be based upon inventory count and
inspection, at value based on Sellers' acquisition cost, and the
inventory payment will be reduced by any sales of the Sellers
make from the time of the joint count to the Closing Date.

In addition, the Purchaser will also pay at Closing an amount
equal to the book value of Sellers' accounts receivable aged 0-90
days. If Purchaser collects more than the amount of the A/R
Payment, then the Purchaser will remit to Seller on a monthly
basis any such overpayment. Conversely, if six months after the
Closing Date the Purchaser has collected less than the amount of
the A/R Payment, then the Sellers will remit this shortfall
amount to the Purchaser within 30 days of the Sellers' receipt of
notification and the Purchaser will reassign any uncollected A/R
and will supply Sellers with any documentation necessary to try
to collect those receivables.

The assignment and acceptance of the Supply Agreement are
conditions precedent to the consummation of the Agreement.
Purchaser specifically acknowledges and agrees that it has been
advised by Sellers that it will be necessary to secure the
consent of the counter-party to the assignment of its vendor
contracts with Baxter, Bayer, Allegiance, Thermoscan and Ross
Products Division (the Designated Assumed Agreements). The
inability of Sellers to secure such consents with respect to any
or all of the Designated Assumed Agreements is not to be deemed
to have a material adverse impact on the Agreement.

The Debtors submitted that the Agreement between the Sellers and
Medline is the result of extensive marketing conducted through
the efforts of the Sellers' Senior Vice President of Ancillary
Services, Warren C. Schelling. The substantial marketing efforts
resulted in the expression of interest in acquiring the assets by
four entities but Medline is the only one that has submitted a
written offer. After reviewing Medline's offer, and based on the
lack of comparable or better offers for the Assets from other
potential buyers, the Debtors have concluded that Medline's offer
was the best and highest offer for the Assets.

The Debtors also submitted that the Agreement was reached through
good faith and arms-length negotiations between the Debtors and
the Purchaser.

The Debtors believe that it is in the best interest of the
estates if the Court approve the sale of the assets to Medline
pursuant to the terms of the Agreement, but subject to higer and
better offers. The Debtors suggest that the initial topping bid
must be a cash bid that exceeds the total Purchase Price under
the Agreement by at least $500,000 with bidding increments
thereafter at $100,000. If the Sellers accept another offer, the
Purchaser is entitled to reimbursement of reasonable out-of-
pocket expenses, from the Sellers' estate in an amount not to
exceed $100,000.

At the Debtors' behest, by and through their attorneys, Weil,
Gotshal & Manges LLP and Richards, Layton & Finger, P.A., the
Court has authorized the Sellers to sell, free and clear of
liens, claims and encumbrances but subject to higher and better
offers, supply business (the Assets) to Medline Industries Inc.
and to assume Supply agreements with Customers and vendors of the
Sellers used in connection with the business. (Sun Healthcare
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

SWALLENS, INC.: Convert, Dismiss . . . Do Something, State Cries
The Ohio Attorney General is tired of waiting for payment of its
half-million-dollar tax claim in the Swallens, Inc., chapter 11
retail liquidation case pending before the Judge Perlman in the
United States Bankruptcy Court for Southern District of Ohio in
Cincinnati.  Swallens filed for chapter 11 protection 5-1/2 years
ago, Thomas J. Straus, Esq., an Assistant AG observes.  Enough
time has passed, the State says, urging Judge Perlman to pick his
choice of a remedy that will cause money to flow out of Swallens'
estate and into the State's treasury:

      (a) dismiss the case pursuant to 11 U.S.C. Sec. 1112;

      (b) convert the case to a chapter 7 proceeding and let a
          panel trustee take over;

      (c) appoint a chapter 11 trustee pursuant to 11 U.S.C. Sec.
          1104; or

      (d) enter an order directing the Debtor to pay its tax bill.

The State reminds the Court that it's sat patiently for 5-1/2
years now, watching nearly $3 million be paid to the Debtor's and
Creditors' Committee's professionals whose claims rank pari passu
with the States.

Thomas W. Coffey, Esq., at Cors & Bassett represents the Debtors.
Richard D. Nelson, Esq., at Cohen, Todd, Kite & Stanford serves
as counsel to the Creditors' Committee.

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 Ryan Shanley to
collect any judgment in respect of any recovery of damages in the
Underlying Action against Vencor in connection with alleged

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

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

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)

VERDANT BRANDS: Seeks New Financing After Lender Blocks Funds
Verdant Brands' senior secured lender has indicated that it is
unwilling to permit the continued use of its collateral proceeds
to fund operations in a way that allows the company to proceed in
a normal operating mode.  Verdant intends to seek new financing
to replace the present senior secured lender, but is uncertain as
to its ability to secure such financing or its ability to do so
on timely basis.  Failure to obtain alternative financing may
adversely affect Verdant's ability to continue to operate and may
force Verdant to explore other alternatives to preserve its
ability to operate.

VERIDA INTERNET: Exploring Options with Bankruptcy Lawyers
Verida Internet Corp. (OTCBB:VERY) announced that the company
plans to reorganize its business in light of the insolvency of
its majority-owned subsidiary, AgriPlace.

Verida's agribusiness subsidiary, AgriPlace Inc. that was serving
the Canadian grain market, has been unable to secure sufficient
financing to continue operations. As a result, the holders of its
indebtedness are proceeding to take steps to realize on the
companies remaining assets. As a consequence, the directors of
AgriPlace have resigned. It is possible that Verida will not
recover any amount from its investment in AgriPlace. Verida is
also currently consulting with legal counsel with a view toward
ascertaining whether protection from Verida's creditors will be

Michael Hinshaw, President of Verida, stated "It is unfortunate
that the dot-com fallout has pushed businesses such as AgriPlace
-- who use the Internet primarily as a facilitator of traditional
business practices -- into situations like this. We are
particularly disappointed by this in light of the fact that less
than 2 months ago we were recognized by Internet e-commerce
authority Jupiter Research as being the 18th largest Net market
by gross income out of over a thousand international and U.S.
based Net markets."

Verida continues to supply Internet business strategy, marketing
and consulting services through Triad, Inc., the company's
wholly-owned subsidiary. Current plans call for Triad, a
strategic marketing agency, to increase its focus on delivering
marketplace solutions to business-to-business customers, as well
as clients in the technology and financial services markets.

VITAMINSHOPPE.COM: Proposes Merger Deal To Avert Bankruptcy
-----------------------------------------------------------, Inc. will be advising stockholders of a
special meeting to be held in New York City for the purpose of
considering merger with Vitamin Shoppe Industries Inc.

Stockholders will be asked to approve and adopt the Agreement and
Plan of Merger dated January 12, 2001 between,
Inc. and Vitamin Shoppe Industries Inc., and the transactions
contemplated by the agreement of merger, including the merger of, Inc. with and into Vitamin Shoppe Industries
Inc., Inc. continued to accumulate net losses in the
fourth quarter of 2000. The company has not yet finalized its
financial statements for the period ending December 31, 2000 but
estimate that, as of December 31, 2000, it had approximately $4.0
million in cash and cash equivalents (as compared to $7.4 million
at September 30, 2000). Based on the company's current estimates
(and assuming successful negotiation of a lease termination), expects its cash to be depleted in April 2001,
but it could be earlier than that time. The company's hope is to
complete the merger prior to depleting all of its cash, but there
can be no assurance that it will be able to do so. If the merger
is not completed, the company has stated it will likely be forced
to seek protection under the Federal bankruptcy laws or enter
liquidation proceedings. has received notice from Nasdaq that as of
February 12, 2001 it will be de-listed from the Nasdaq for
failing to maintain (i) a minimum market value of public float of
$5,000,000 and (ii) a minimum bid price of $1.00 over the last 30
consecutive trading days (prior to notice), as required.

WAXMAN INDUSTRIES: Reports Post-Emergence Operating Profits
Waxman Industries, Inc. (OTC Bulletin Board: WAXX), a leading
supplier of specialty plumbing and other products to the U.S.
repair and remodeling market, reported its revenue and earnings
for the second quarter ended December 31, 2000. Until its sale on
September 29, 2000, the Company accounted for its 44.2% ownership
of Barnett Inc. under the equity method of accounting.

           Operating Results for the Second Quarter

Net sales for the Company's wholly-owned operations for the
quarter ended December 31, 2000 amounted to $18.0 million, as
compared to $19.7 million in the prior year's comparable period.
Prior year sales included $1.2 million in net sales attributable
to WAMI Manufacturing, which was sold effective March 31, 2000,
and Premier Faucet, which was closed in June 2000. Also affecting
net sales were lower than expected sales to certain retailers and
industrial supply operations, which the Company believes is due
to a slowing retail environment and their asset management

The Company reported operating income of $0.2 million for the
fiscal 2001 second quarter, as compared to an operating loss of
$2.2 million in the same period last year. Included in the fiscal
2001 second quarter are procurement charges of $0.3 million as
compared to $1.3 million of restructuring charges in the same
period last year related to the consolidation of Consumer
Products' packaged plumbing products under the Plumbcraft(R)
brand name. The Company did not report any equity earnings from
Barnett in the fiscal 2001 second quarter due to its sale, as
compared to $2.0 million for the second quarter last year.
Interest expense for the current quarter amounted to $0.1
million, as compared to $4.5 million last year. Interest expense
was lower due to the repayment of debt as discussed below and
$0.3 million of interest earned on the proceeds from the Barnett
stock sale until the Deferred Coupon Notes were repaid.

Commenting on the Company's performance, Armond Waxman, President
and Co- Chief Executive Officer said: "We are pleased to report
that, with the completion of the comprehensive financial
restructuring, the Company's stockholders' equity is in excess of
$20 million. In addition, other initiatives have improved the
Company's gross margin and resulted in a further reduction of
operating expenses for the fiscal 2001 second quarter, resulting
in approximately $0.2 million in operating income."

In November 2000, the Company's pre-negotiated, consensual Joint
Plan of Reorganization, which was jointly sponsored by a
committee of bondholders, was confirmed and became effective. The
Joint Plan was filed with the U.S. Bankruptcy Court on October 2,
2000 and proceeded through the courts rapidly due to the
overwhelming approval by all of the Deferred Coupon Note holders,
the only impaired creditors.  The retirement of the Deferred
Coupon Notes at a discount resulted in an extraordinary gain of
$52.3 million, net of the write-off of debt issuance costs of
$1.9 million and $2.4 million in expenses associated with the
Company's debt restructuring.

As a result of the extraordinary gain from the debt defeasance,
net income for the quarter ended December 31, 2000 was $52.6
million, or $4.34 per basic and diluted share, as compared to a
net loss of $4.7 million, or $0.39 per basic and diluted share,
for the quarter ended December 31, 1999.

           Operating Results for the Six Months

Net sales for the Company's wholly-owned operations for the six
months ended December 31, 2000 amounted to $35.4 million, as
compared to $42.5 million in the prior year's comparable period.
Prior period results included $2.7 million in sales for the
disposed WAMI Manufacturing and Premier operations. The remaining
decrease was due to a reduction in sales to certain retailers and
industrial supply operations.

The Company reported an operating loss of $0.7 million for the
fiscal 2001 six month period, as compared to an operating loss of
$1.9 million in the same period last year. Included in the fiscal
2001 six month period are restructuring and procurement charges
of $0.8 million as compared to $1.45 million in the same period
last year.

On September 29, 2000, the Company completed the sale of its
remaining equity interest in Barnett Inc., reporting a net gain
on the sale of $47.5 million. The Company also recognized a $7.8
million deferred gain on the sale of U.S. Lock, which was being
amortized as Barnett amortized its goodwill from the acquisition.
In the current fiscal year, the Company reported equity earnings
for Barnett of $1.4 million through the date of its sale in
September 2000, as compared $3.6 million for the six month period
ended December 31, 1999. Also included in the Company's results
for the fiscal 2001 and 2000 six month periods are interest
expense of $4.8 million and $8.8 million, respectively.

As previously discussed, for the six months ended December 31,
2000, the Company recognized a net extraordinary gain of $52.2
million, which included the settlement of its Deferred Coupon
Notes at a discount, the write-off of deferred loan issuance
costs of $2.0 million and $2.4 million in expenses associated
with the Company's debt restructuring.

The Company's balance sheet has been greatly improved as a result
of the completion of the comprehensive financial restructuring.
The Company's total debt amounted to $11.8 million at December
31, 2000, as compared to a high of nearly $235 million in 1996.
Stockholders' equity was $20.3 million at December 31, 2000.

Waxman Industries, Inc. is a leading supplier of specialty
plumbing and other products to the repair and remodeling market
in the United States. Through its wholly-owned subsidiaries,
Consumer Products, WAMI Sales, Medal of Pennsylvania, Inc., and
its foreign sourcing operations, TWI and CWI, the Company
distributes its products to a wide variety of large national and
regional retailers, other independent retailers and wholesalers
in the United States.

WEST COAST: Eyes Bankruptcy Protection if Asset Sales Falter
West Coast Entertainment Corporation disclosed that in its
financials for the period ended May 7, 2000, it had suffered
recurring operating losses and had a working capital and
stockholders deficit as of May 7, 2000. Those deficits have
significantly increased since that time.

The First Quarter financials also stated that the company was in
default under its credit facility and that those factors raised
substantial doubt as to the company's ability to continue as a
going concern. The report of the company's independent auditors
is so qualified.

The First Quarter financials stated that on March 3, 2000, the
company entered into an agreement and plan of merger with Video
City, Inc. On August 24, 2000, Video City filed for protection
from its creditors under the federal bankruptcy laws, as
announced by the company on August 25, 2000. The merger
transaction has not been consummated, nor does the company expect
that it will be consummated.

The First Quarter financials also reported that on January 12,
1999, the company signed an amendment to its bank Agreement
increasing the availability under its credit facility and
providing certain credit enhancements. On October 22, 1999, the
company entered into the fourth amendment to its credit facility
and on February 13, 2000, the company signed a forbearance and
fifth amendment to its credit facility whereby the bank group
extended the effective maturity to August 31, 2000. There has
been no further extension of the forbearance agreement since that

On or about September 21, 2000, the company notified the United
States Securities and Exchange Commission of the anticipated late
filing of the its quarterly report for the period ended August 6,
2000. Since the notification, the company has not filed the
Second Quarter report or any other periodic reports with the SEC.
At the present, management does not expect the company to be in a
position to recommence regular periodic reporting with the SEC
and intends to investigate the de-registration of its common
stock and suspension of any further periodic reporting

Since the time of filing of the First Quarter financials, the
company has sold 47 stores in the following transactions:
On October 19, 2000, it and its affiliates King Video
Enterprises, Inc. and Video King of Browne County, Inc. sold 23
retail video stores in New York and Pennsylvania trading as
"Video King" and "West Coast Video" to Video King Group, LLC for

On November 30, 2000, the company and its affiliate West Coast
Entertainment Corporation of Indiana, Inc. sold 14 retail video
stores in Indiana and Kentucky trading as "West Coast Video" to
UBT Management LLC for $825,000.

On December 7, 2000, WCEC and its affiliates Video Giant, Inc.
sold 10 retail video stores in Arkansas, Louisiana, Oklahoma and
Texas trading as "West Coast Video" and "Video Giant" to Kenneth
Stone for $2,700,000.

As a result of these sales, the company has realized proceeds of
$8,625,000. These proceeds have been applied to reduce bank debt,
pay the costs of the transactions and fund the company's
continued operations.

On January 8, 2000, the company sold 7 operating retail video
stores and the inventory of 2 closed stores to Donald Weiss for
$875,000. These proceeds will be applied to reduce bank debt, pay
the costs of the transaction and fund the company's continued

In addition, the company has entered into an asset purchase
agreement with Video One Liquidators Division under which Video
One Liquidators will purchase and liquidate the inventory of
approximately 83 retail store locations. The company expects to
realize proceeds in the approximate amount of $2,490,000 as a
result of its agreement with Video One Liquidators which will be
applied to reduce bank debt, pay the costs of the transaction and
fund the company's continued operations.

The company indicates it is continuing to seek to sell additional
stores. There is no assurance that it will be successful in
selling additional stores or that the proceeds received from
these sales together with the proceeds from previous sales of
stores will be sufficient to satisfy the company's obligations.

In the event that they are not sufficient, the company may be
forced to seek protection from its creditors under the federal
bankruptcy laws.

BOND PRICING: For the week of February 5 - 9, 2001
Following are indicated issues 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   17 - 20(f)
Chiquita 9 5/8 '04             46 - 48
Conseco 9 '06                  90 - 92
Federal Mogul 7 1/2 '04        19 - 21
Globalstar 11 3/8 '04          10 - 12(f)
Oakwood Homes 7 7/8 '04        35 - 38
Owens Corning 7 1/2 '05        26 - 28(f)
PSI Net 11 '09                 28 - 30
Pacific Gas 6 1/4 '04          88 - 90
Revlon 8 5/8 '08               46 - 48
Saks 7 '04                     84 - 86
Sterling Chemical 11 3/4 '06   55 - 57
Teligent 11 1/2 '07            14 - 15
Tenneco 11 5/8 '09             56 - 58
TWA 12 '02                     86 - 88(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

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