TCR_Public/010209.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 9, 2001, Vol. 5, No. 29

                            Headlines

AMWEST INSURANCE: Discloses Restructuring Talks with Union Bank
ARMSTRONG WORLD: Court Gives Nod to $300 Million DIP Facility
BUGLE BOY: Perry Ellis To Acquire Certain Assets
CLASSMAP INC.: Shuts Down Due to Lack Of Funds
DT INDUSTRIES: William Blair Hired as Company's Financial Advisor

EMPRESA ELECTRICA: Fitch Downgrades Currency Ratings To CCC
FRUIT OF THE LOOM: Mighty Ducks Presses for Payment of Claim
GS INDUSTRIES: Commences Chapter 11 Reorganization Case
GS INDUSTRIES: Closing Kansas City Plant
IMPERIAL SUGAR: Baker Botts Hired as Debtors' Lead Counsel

INTEGRATED HEALTH: GECC & NTFC Seek Decision On Equipment Leases
LAROCHE INDUSTRIES: Files Plan of Reorganization in Delaware
LEGEND AIRLINES: May Convert To Chapter 7 Liquidation
LETSBUYIT.COM: Obtains Additional $49,000,000 of Financing
LET'S TALK: Clinches $32,000,000 Deal With Nextel

LTV CORPORATION: Creditors to Convene in Cleveland on March 6
MARINER POST-ACUTE: Court Okays Hiring Of Consulting Experts
PILLOWTEX CORP.: Seeks Permission to Pay Revenue Bond Financings
PNV INC.: Court Okays $5.5 Million Asset Sale to TTI Holdings
RAYTHEON CO.: Eyes Asset Sale to Slash Debt

SAFETY-KLEEN: Rejects Bloomberg, NYSE, & Other Agreements
SERVINT CORP.: Files for Chapter 11 Protection in Virginia
SUN HEALTHCARE: Wants To Revise Interim Compensation Procedures
SUNBEAM CORPORATION: Summary of the Debtors' Chapter 11 Plans
TRANS WORLD: Jet Acquisitions Makes $1 Billion Bid For Assets

ULTIMATEBID.COM: Ceases Operations
VITTS NETWORKS: Case Summary & 20 Largest Unsecured Creditors
VORTEXMED.COM: Shuts Down Due To Lack Of Funds

BOOK REVIEW: TRANSCONTINENTAL RAILWAY STRATEGY, 1869-1893:
              A Study of Businessmen

                            *********

AMWEST INSURANCE: Discloses Restructuring Talks with Union Bank
---------------------------------------------------------------
Amwest Insurance Group Inc. (AMEX:AMW) (PCXE:AMW) announced that
it has begun implementation of the strategic business
reorganization plan adopted by the Company's Board of Directors.
Under this reorganization plan, the Company will restructure its
operations to reflect its focus going forward on the smaller,
more specialized surety accounts that have been its historical
strength. The Company said that it will concentrate its business
activities in five regional offices located in California,
Illinois, Texas and New York. Historically, the Company operated
through 29 branches located nationwide. The Company also
announced that its work force, which stood at an all time high of
547 employees and currently stands at 347 employees, will stand
at approximately 255 employees following completion of the branch
closings.

Chairman and Interim CEO Charles L. Schultz commented on this
action, "This plan is designed to return the Company's focus to
the business that the Company wrote profitably in the past. We
believe the actions being announced today are an important and
necessary step in addressing the issues confronting the Company."
Schultz added, "Office closures and employee reductions are a
painful yet necessary reality of this reorganization. There are
other challenges remaining and we will continue to work
diligently on successful resolution."

The Company announced that it is working on a resolution of its
outstanding loan with Union Bank of California and on
restructuring its reinsurance program to address its present
needs. However, there is no assurance that the Company will be
able to reach a resolution with Union Bank of California or to
restructure its reinsurance program. The Company said that it
anticipates taking a charge in the first quarter of 2001 in
connection with the announced restructuring. Other details of the
reorganization plan were not announced.

Amwest is a Calabasas-based insurance holding company
underwriting surety and property and casualty insurance through
Amwest Surety Insurance Company and Far West Insurance Company.


ARMSTRONG WORLD: Court Gives Nod to $300 Million DIP Facility
-------------------------------------------------------------
Armstrong World Industries, Inc., the chief operating division of
Armstrong Holdings, Inc. (NYSE: ACK), which filed for Chapter 11
reorganization in early December, said that it received final
approval from the bankruptcy court of its debtor-in-possession
credit facility with Chase Manhattan Bank in the amount of $300
million. Armstrong reduced the original amount of the facility
from $400 million.

"After analyzing our financial condition --including the fact
that the Company has cash on hand in excess of $100 million as of
January 31, 2001 -- we concluded that a $300 million facility was
more than sufficient to address all of the Company's liquidity
needs," said Armstrong's Senior Vice President and Chief
Financial Officer E. Follin Smith.

Armstrong Holdings, Inc. is a global leader in the design,
innovation and manufacture of floors and ceilings. Based in
Lancaster, PA, Armstrong has approximately 18,000 employees
worldwide. In 1999, Armstrong's net sales totaled more than $3.4
billion. Additional information about the company can be found on
the Internet at www.armstrong.com.


BUGLE BOY: Perry Ellis To Acquire Certain Assets
------------------------------------------------
Perry Ellis International, Inc. (Nasdaq:PERY) announced that it
has signed a binding Letter of Intent to acquire certain assets
of Bugle Boy Industries, Inc., Simi Valley, California. Under the
terms of the agreement, Perry Ellis would acquire the wholesale
operations of Bugle Boy, including the licensing operations,
Bugle Boy's tradename and other intellectual property and certain
inventory and accounts receivable.

This transaction is subject to certain conditions, including
satisfactory completion of due diligence and Bankruptcy Court
approval. The transaction is expected to be accretive to
earnings. The Company intends to finance the transaction through
the issuance of additional debt.

"This is a tremendous addition to our portfolio of brands," said
George Feldenkreis, Chairman and Chief Executive Officer of Perry
Ellis International. "The Bugle Boy name has a long history with
brand awareness ratings among consumers that have consistently
ranked among the highest in the country. The opportunity to
combine the Bugle Boy brand and heritage with our design,
sourcing and operational capabilities, is extremely compelling.
Indeed, the acquisition would position Perry Ellis as the leading
branded men's sportswear producer in the U.S., while also making
us a much stronger competitive force in the bottoms, denim and
young men's businesses."

Oscar Feldenkreis, President and Chief Operating Officer, stated,
"We believe there are a number of synergies that would be created
through this acquisition, and importantly, would expect to
recognize efficiencies in areas ranging from design and sourcing
to distribution. As we pursue the next level of growth, we look
forward to adding this great brand and working with the Bugle Boy
team."

Perry Ellis International designs, imports, markets, and licenses
men's, women's and children's products at all levels of
distribution in the U.S. and more than 26 countries worldwide.
Its Perry Ellis division markets 42 different categories of
product under the Perry Ellis(R), Perry Ellis Portfolio(R) and
Perry Ellis America(R) Trademarks. Its Supreme International
division, distributes and licenses trademarks both domestically
and internationally including Crossings(R), Natural Issue(R),
Grand Slam(R), Penguin Sport(R), Munsingwear(R), John Henry(R),
Manhattan(R), Career Club(R), Andrew Fezza(R), Pro Player(R),
Mondo di Marco(R) and Ping Collection(R) among others.


CLASSMAP INC.: Shuts Down Due to Lack Of Funds
----------------------------------------------
Classmap Inc., an Austin, Texas, company that sold source
readings and other information for college classes online, has
shut down, laying off all but a few of its 32 employees,
according to LocalBusiness.com. The shutdown comes just a month
after the company received $2.5 million in second-round funding.
It had arrangements with professors at more than 75 universities.
That wasn't enough to keep it going.

"Our business gets proven semester to semester, and the next fall
semester is a long way away and it requires a certain amount of
cash," said Chief Executive Michael Sklar. "The probability of
having cash to take us all the way to that point was
questionable. So rather than have current investors put in more
money in the hope that someone else would come forth, we felt the
best thing was to simply shut down." (ABI World, February 7,
2001)


DT INDUSTRIES: William Blair Hired as Company's Financial Advisor
-----------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII) reported a second-quarter net
loss of $929,000, compared with a net loss of $887,000, a year
earlier, a loss of 9 cents per diluted share in both periods. Net
sales for the quarter ended December 24, 2000, increased 21.7
percent to $131.4 million from $108.0 million a year earlier.
Operating income increased 58.8 percent to $4.8 million from $3.0
million. The increase in operating income was offset by a $1.6
million increase in interest expense from $2.6 million to $4.2
million.

Second-quarter order inflow remained strong at $126.9 million,
although lower than the record level of $167.9 reported during
the first quarter. Backlog at the end of the second quarter was
$306.5 million, compared with $253.3 million a year earlier.

For the six months ended December 24, 2000, DT Industries
reported a net loss of $4.1 million, or 40 cents per diluted
share, compared with a net loss of $3.0 million, or 30 cents per
diluted share a year earlier. Net sales increased to $247.9
million from $209.1 million and operating income increased to
$5.1 million from $3.2 million.

               Automation Segment Sales Up

Second-quarter improvements were fueled by a 45.6 percent
increase in sales in the Automation segment -- to $97.5 million
from $67.0 million a year earlier -- primarily through increased
electronics business from a key customer. Margins were slightly
higher than the prior year but were below Company expectations
because of inefficiencies resulting from the rapid ramp up in
production to meet delivery deadlines. The Company does not
expect significant improvement with respect to these
inefficiencies until the beginning of fiscal 2002.

Improvements in the Automation segment were partially offset by
reduced Packaging segment sales, which were down 22.5 percent to
$24.9 million from $32.1 million the prior year, and operating
losses in the second quarter. In addition to market softness, the
lower sales were primarily caused by the distractions resulting
from the accounting irregularities at Sencorp and Kalish and the
Company's decision to discontinue its plastics extrusion product
line.

The Packaging segment recorded an operating loss for the third
consecutive quarter from a combination of low volume and poor
project performance. The Company has taken steps at Sencorp to
restructure this business, including reducing headcount by
approximately 20% and focusing the Company on its core product
lines. The Company also recently announced the integration of its
Kalish, Lakso, Swiftpack and King business units into DT
Automated Packaging Systems and is seeking to hire a president
for this integrated business unit.

               Headquarters Move Planned

The Company announced that it will move its corporate
headquarters from Springfield, Missouri to southwest Ohio by June
in order to reduce operating expenses. In conjunction with the
move, the Company sold its corporate airplane in January 2001 and
expects to record a gain in the third quarter. The sale of the
plane is expected to save the Company $1.0 million in
transportation costs annually.

               Divestiture Program Progressing

The Company continues to make progress in its program to divest
five non- strategic business units --

      -- Assembly Technology & Test, Inc. of Livonia and Saginaw,
Michigan, a manufacturer of assembly and test systems primarily
for the automotive and heavy equipment industries;

      -- Detroit Tool Metal Products Co., a stamping and
fabrication business;

      -- Peer Division, a manufacturer of welding systems;

      -- Stokes, a manufacturer of tablet presses; and

      -- Scheu & Kniss, a manufacturer of tablet press replacement
parts and rebuild services. These units collectively had more
than $120 million in sales in fiscal 2000.

The Company also expects to divest or discontinue operations at
Vanguard Technical Solutions, Inc. during the third quarter. This
fiscal 2000 startup business has not met sales and profitability
expectations, recording cumulative operating losses of $2.6
million for its first 18 months of operation.

The Company also announced that it has rejected the proposal to
acquire Detroit Tool and Engineering Company ("DTE") and Detroit
Tool Metal Products Co. ("DTMP") set forth in a Schedule 13D/A
filed with the Securities and Exchange Commission on January 25,
2001. The Company believes it would not be in its best interests
or the best interests of the Company's stockholders to sell DTE
as it is a strategic business operation that has played, and will
continue to play, a vital role in the Company's turnaround and
long-term strategy. However, the Company welcomes any interest
this group may have in acquiring DTMP or any of the other
business units that the Company is seeking to divest.

               Seeking To Refinance Credit Facilities

The Company is working to refinance the $140.0 million term and
revolving senior credit facility that expires on July 2, 2001.
The Company is exploring various avenues of funding and is
currently in discussions with potential lenders. The Company has
retained William Blair & Co. as its financial advisor in
conjunction with these discussions.

               Setting New Performance Goals

"Although there is no doubt that the past few months have been
extremely disruptive, we are in the midst of a number of
initiatives that we believe have DT Industries on its way to a
successful turnaround in fiscal 2002," said Stephen J. Perkins,
president and chief executive officer. "With our new senior
management team now fully in place, we are taking aggressive
steps to improve margins and balance sheet performance in our
core businesses and to actively divest business units that we
have identified as non-core in order to reduce debt," said
Perkins. "Jack Casper, our new chief financial officer, and I are
in the process of setting goals for improvements on several
financial benchmarks -- such as free cash flow, working capital
efficiency and return on operating assets -- that we believe will
help DT Industries return to acceptable levels of profitability."

"Another key step we have taken is last month's appointment of
John Schott as chief operating officer," Perkins noted. "During
his 10 years at DT Industries, John already has successfully
turned around operations at the Peer division and substantially
increased sales, expanded the customer base and improved
operations at Detroit Tool and Engineering. We expect him to
have a similar impact Company-wide as he leads our efforts to
streamline and improve operations."

DT Industries is a leading designer, manufacturer and integrator
of automated production systems used to assemble, test or package
industrial and consumer products. The Company also produces
precision metal components, tools and dies for a broad range of
industrial applications.


EMPRESA ELECTRICA: Fitch Downgrades Currency Ratings To CCC
-----------------------------------------------------------
Fitch downgrades the local and foreign currency ratings of
Empresa Electrica del Norte Grande S.A. (Edelnor) to `CCC' from
`B-' and maintains its Rating Watch Negative status.  This action
follows the downgrade of Edelnor's ratings in November 2000 from
`B+' to `B-'. The `CCC' rating indicates that default of some
kind is a possibility.  Approximately $340 million of debt is
affected.

The rating action is a result of continuing poor financial
performance and short-term liquidity concerns. The company's
liquidity position is very tight given estimated cash on hand and
required expenditures and payments in 2001. The next coupon
payment in the amount of $9.687 million is due Mar. 15, 2001, and
the company's $5 million line of credit also expires in March.
Other required payments are pending as well, which may need to be
paid prior to the $4.725 million coupon payment in June.

Cash generation through operating activities has been limited due
to competitive pricing pressures in the Northern Interconnected
System and the resulting impact on Edelnor's margins and cash
flow. Near-term operating cash flow is expected to be limited and
insufficient to cover interest payments alone. Sources of
additional cash include minor asset sales, which combined with
cash flow, could potentially sustain the company for another 6-9
months as the company pursues opportunities, which could bridge
the current market imbalance in northern Chile.

If Edelnor is able to obtain sufficient cash through 2001, it
will face additional challenges in 2002 as operating cash flow
will likely be further affected by the loss of the EMEL supply
contracts, which are priced higher than current spot prices. The
loss of the EMEL contracts will reduce contracted capacity to
less than 25% of Edelnor's installed capacity of 653 MW.
Edelnor is a Chilean electric generating and transmission company
that supplies electricity under long-term purchased power
agreements to distribution companies and large industrial
consumers in Chile's northern region. Edelnor is owned primarily
by Mirant Corporation (MIR), formerly Southern Energy, Inc.,
which announced its intent to sell its Chilean operations at
year-end 1998.


FRUIT OF THE LOOM: Mighty Ducks Presses for Payment of Claim
------------------------------------------------------------
Prior to the petition date, Pro Player and other Fruit of the
Loom, Ltd. affiliated subsidiaries entered an agreement with the
National Hockey League to manufacture, sell, advertise and
promote products bearing the names, logos, uniform colors and
designs of professional hockey teams.

The Mighty Ducks were party to this agreement. On or about
September 1, 1999, Pro Player and the Ducks entered a sponsorship
agreement where the Ducks were to provide Pro Player with
advertising, marketing and promotions for the duration of the
1999-2000 hockey season. Elements of the sponsorship agreement
included ads placed on the ice rink, radio commercial spots and a
seat for the Ducks' home games. In exchange, Pro Player was to
pay the Ducks $100,000 on December 15, 1999 and $100,000 on
February 1, 2000. Pro Player has not made either payment.

Kevin S. Mangan Esq., counsel for the Mighty Ducks, first told
the Court that the sponsorship agreement was an independent,
autonomous contract. It was entered into by both Fruit of the
Loom and the Ducks in good faith and was negotiated at arm's
length. It is legally binding on both parties and is enforceable
under the Bankruptcy law. The Ducks are entitled to
administrative expense status because Fruit of the Loom had
clear, specific actions it was to perform post petition, most
notably the cash payment, that have gone unfulfilled.

Second, Mr. Mangan argued that the Ducks are entitled to
administrative expense priority because the $100,000 installment
payment due from Fruit of the Loom was to be made post petition.
Because of this, the Ducks have met the test for priority status.

Last, counsel told Judge Walsh that to relegate the Ducks' claim
to that of an unsecured creditor is unfair because the estate and
other creditors of Fruit of the Loom have benefited at the Ducks'
expense. The Ducks are a nationally recognized team in the large
market city of Los Angeles. A full-length movie was produced some
years ago that centered on the team. The Ducks have a solid win
record and excellent attendance at games where Fruit of the Loom
products were advertised.

The Ducks pay high salaries to their players, coaches and other
support staff. In addition, maintenance and operational expenses
for the arena and other team facilities is quite costly. Without
the grant of administrative expense status, the Ducks will have
given the estate of Fruit of the Loom significant economic
benefit while receiving little in the way of economic return.
Such a scenario was not envisioned when the Ducks entered the
contract and would be unfair.

The Ducks' arguments are nothing more than legal quackery,
contended Ms. Stickles. She vigorously refutes the idea that the
Ducks are entitled to an administrative expense claim. First, Pro
Player received approval to wind down operations in an order
dated February 28, 2000. During the wind down period, the Ducks
made no attempt to compel Pro Player to assume or reject the
sponsorship agreement.

Second, the sponsorship agreement is not an executory contract. A
contract is not considered executory when payment is the only
obligation remaining under the contract. See Lubrizol, 1043 F.2d
at 1046, Clarenon Nat'l Ins. v. Coal Stripping, 215 B.R. 500, 503
(Bankr. W.D. Pa. 1997). Furthermore, if a prepetition contract is
not executory when bankruptcy is filed, then the claim cannot
become an administrative expense under executory contract theory.
Ms. Stickles asserts that the sponsorship agreement merely
detailed what consideration Pro Player would receive from the
Ducks for the money Pro Player was already obligated to pay the
Ducks under the rejected NHL agreement. In other words, the
sponsorship agreement was simply a part of the larger,
overarching NHL agreement that was rejected with Court approval
on March 24, 2000.

Third, Ms. Stickles said the Ducks can jump in a lake because
their motion contains no evidence of direct and substantial
benefit to the estate. Under section 503(b), this is a necessary
condition for entitlement to administrative expense status. In re
Continental Airlines, 146 B.R. 520, 526 (Bankr. D.Del. 1992)
("movants must prove the claim rests on a benefit to the
estate"). The only action taken by the Ducks was passive: leaving
pre-existing advertisements in place. At best, there was simply a
continuation of the Ducks' services. In addition, Pro Player was
not operating in the ordinary course of business from February
15, 2000 and on because it had received Court approval of the
wind down order. The Ducks cannot demonstrate the Pro Player
actually benefited (nor then unjustly benefited) from the
services provided if the operation was not functional.

Fourth, if the Court finds that the Ducks are entitled to some
administrative expense claim, then the award should be limited to
the amount which first came due post-petition - a maximum of
$96,542.74, not $200,000. Fruit of the Loom arrived at this
figure because only $100,000 was due post-petition and that
should be reduced by unpaid post-petition purchases made by the
Ducks from Pro Player, which equals $3,457.26. Further, any
benefit should be valued from an equitable standpoint and not a
legal one. In other words, the value of an administrative expense
claim should reflect the fact the Pro Player has ceased
operations and sold substantially all of its assets.

Last, Ducks are not special animals entitled to priority over
Dolphins, Penguins, Panthers or Marlins. The Ducks give no reason
why they should be paid ahead of other administrative claimants.
Accordingly, any administrative expense claim for the Ducks
should be paid only under a plan for Pro Player. (Fruit of the
Loom Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GS INDUSTRIES: Commences Chapter 11 Reorganization Case
-------------------------------------------------------
GS Industries, Inc., filed for protection under Chapter 11 of the
United States Bankruptcy Code.

The filing will allow the company to undergo a corporate
reorganization, restructure its debt, and ultimately emerge as a
stronger, more competitive producer of steel wire rod and mining
products.

In conjunction with the filing, the Company said that it has
received a commitment from its current group of lenders for $100
million in debtor-in-possession (DIP) financing. The post-
petition financing, which is subject to Bankruptcy Court
approval, is expected, together with other initiatives announced,
to provide the Company with funding to support its post-petition
trade and employee obligations, as well as the Company's ongoing
operating needs during the restructuring process.

The voluntary bankruptcy filing was triggered by the combination
of soaring imports of wire rod products into the United States,
skyrocketing costs for electricity and natural gas, and the
critical need to restructure the company's liabilities, according
to Mark G. Essig, Chairman, President and Chief Executive
Officer. He also said, "We reached the extremely difficult
decision to make this Chapter 11 filing only after reviewing all
of our other options and exhausting all reasonable efforts to
improve our financial, operational and liquidity problems.

Headquartered in Charlotte, N.C., GS Industries has annual
revenues of $1 billion and employs more than 3,000 around the
world. The company was formed in 1995 by the merger of two
leading minimill steel producers - Georgetown Industries and GS
Technologies.

GS Industries is the largest producer of steel wire rod in North
America, and is the largest global provider of grinding media and
mill liners for the worldwide mining industry.


GS INDUSTRIES: Closing Kansas City Plant
----------------------------------------
GS Industries announced its intentions to permanently close its
GST Steel facility in Kansas City, Missouri. Employees at the
Kansas City plant will receive Worker Adjustment and Retraining
Notification (WARN) Act notification this week advising them that
the closing of the facility could become effective following a
legally required 60-day notification period. The Kansas City
facility has been losing money for several years, despite
ongoing efforts to reduce costs and improve productivity.

The company intends to continue normal operations at its
Georgetown Steel facility in Georgetown, South Carolina, and its
ME International facilities in Duluth, Minnesota, and Tempe,
Arizona.

GSI's international operations and joint venture partnerships in
Canada, Mexico, Chile, Peru, Australia, Italy and The Philippines
are not affected by the bankruptcy filing.

Mark G. Essig, Chairman, President and Chief Executive Officer,
said, "We deeply regret that we could find no alternative to
closing the Kansas City operation, but our significant and
continuing losses at that location, and the negative market
conditions for wire rod, gave us no other choice."


IMPERIAL SUGAR: Baker Botts Hired as Debtors' Lead Counsel
----------------------------------------------------------
Imperial Sugar Company applied to Judge Robinson for her approval
and authorization of their employment of the Dallas, Texas, law
firm of Baker Botts L.L.P. as their lead bankruptcy counsel with
regard to the filing and prosecution of their Chapter 11 cases,
effective as of the Petition Date. Baker Botts has represented
Imperial since 1924 in connection with a wide variety of general
corporate, tax, and other matters.

Compensation will be payable to Baker Botts on an hourly basis.
The principal attorneys and legal assistants presently designated
to represent the Debtors and their current standard hourly rate
are:

      Attorneys:

        David Burns             $ 420/hour
        Jack L. Kinzie          $ 420/hour
        J. David Kirkland, Jr.  $ 420/hour
        Tony M. Davis           $ 360/hour
        Brenda T. Rhoades       $ 300/hour
        Mary M. Gregory         $ 280/hour
        Michael C. Li           $ 280/hour
        Mark A. Castillo        $ 170/hour

      Legal Assistants:

        Sharon Belcher          $ 100/hour
        Todd Prine              $ 100/hour

The hourly rates are subject to periodic adjustments to reflect
economic and other conditions. Other attorneys and legal
assistants may from time to time serve the Debtors in connection
with these matters.

Baker Botts will:

      (a) Advise the Debtors with respect to their rights and
obligations as debtors- in-possession and other areas of
bankruptcy law;

      (b) Take all necessary action to protect and preserve the
Debtors' estates, including, if required by the facts and
circumstances, the prosecution of actions on the Debtors' behalf,
the defense of any actions commenced against the Debtors,
negotiations concerning all litigation in which the Debtors are
involved, and the filing and prosecution of objections to claims
filed against the Debtors' estates;

      (c) Prepare, on behalf of the Debtors, all necessary
applications, motions, answers, orders, briefs, reports and other
papers in connection with the administration of the Debtors'
estates;

      (d) Develop, negotiate and promulgate a Chapter 11 plan of
reorganization, and to prepare a disclosure statement in respect
thereof;

      (e) Represent the Debtors at all hearings and proceedings
herein;

      (f) Perform all other necessary legal services in connection
with these Chapter 11 cases; and

      (g) Continue rendering general, non-bankruptcy legal
services as the Debtors may from time to time request, including,
without limitation, banking, corporate, real estate, litigation,
tax, labor relations and employee benefit matters.

Jack L. Kinzie of Baker Botts assured Judge Robinson that the
firm has not represented the Debtors, their creditors, equity
security holders or any other parties-in-interest, or their
respective attorneys, in any matter relating to the Debtors or
their estates. Further, Baker Botts does not hold or represent
any interest adverse to the Debtors' estates, Baker Botts is a
"disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code, and Baker Botts' employment is
necessary and in the best interests of the Debtors and their
estates. However, there are complicated interrelationships among
the Debtors. Taken in their entirety, however, these
interrelationships evidence that the Debtors' affairs are
substantially intertwined, that the Debtors' interests are
substantially identical and that the employment of separate
counsel for each of the Debtors would be wasteful as well as
unnecessary. For purposes of evaluating the interrelationships,
the Debtors offer the following facts:

      (a) Imperial is the ultimate parent corporation of all of
the other Debtors;

      (b) The Debtors are separate legal entities but operate with
a common purpose;

      (c) Each entity maintains a financial reporting system for
recording the income, expenses, assets or liabilities of the
entity, but financial reporting is on a consolidated basis and
tax returns are filed on a consolidated basis for all domestic
companies;

      (d) The Debtors with material assets have pledged and
guaranteed the bank and bond debt; intercompany claims exist, and
other intercompany claims may arise as a result of the
performance of those guarantee obligations, or as a result of the
Debtors' cash management system; and

      (e) Imperial, as the parent for the other Debtors, performs
essential services for the Debtors, including among others,
treasury, investment, tax and financial reporting, human
resources and personnel consulting, capital budgeting, strategic
and financial planning and annual plan review.

The Debtors assured Judge Robinson that their relationships with
one another pose any conflict of interest in the Chapter 11 cases
because of the general unity of interests of all of the entities
at all levels.

In the interests of full disclosure, Mr. Kinzie advised that
Baker Botts represented Lehman Brothers as underwriter in
connection with Imperial Holly Corporation's offering of
$250,000,000 in aggregate principal amount of its 9-3/4% Senior
Subordinated Notes due 2007. This transaction closed, and Baker
Botts' representation of Lehman Brothers in that matter
terminated in late December 1997.

The firm and certain of its partners, counsel and associates may
have in the past represented, may currently represent, and likely
in the future will represent parties in interest of the Debtors
in connection with matters unrelated to the Debtors and these
cases. The firm represents First Union National Bank of North
Carolina, Lehman Brothers, Lehman Brothers/Yorktown Investments,
Shearson Lehman Realty Investment Group, Putnam Funds, The Bank
of New York, Union Bank of California, Bank of Tokyo - Mitsubishi
Ltd., and Wells Fargo Bank NA in currently open matters, and has
represented other creditors in concluded matters. The firm has
also represented Alliance Capital management, and the Lehman
entities in current matters. These creditors are bondholders. The
firm represents International Paper Co. and Union Pacific
Railroad, key vendors to the Debtors. The firm also has open
files for Cullen/Frost Bankers, Inc., J. P. Morgan Co., Inc.,
U. S. Trust and U. S. Trust Company, principal significant
shareholders in Imperial Sugar. In these and other past and
current representations, the firm's services are not in any
matters adverse to these Chapter 11 estates. (Imperial Sugar
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTEGRATED HEALTH: GECC & NTFC Seek Decision On Equipment Leases
----------------------------------------------------------------
General Electric Capital Corporation on its own behalf and as
assignee of Toshiba America Infonnation Systems, Action Business
Systems, Inc., TCM Business System, Minolta Business Systems,
Inc., Adams Remco, Inc., Panasonic Communications & Systems
Company, (a division of Matshusita Electric Corp. of America),
Mita Copystar America Inc., and as servicing agent of the Danka
Master Trust 1997-A (collectively, "GECC") and NTFC Capital
Corporation told the Court that the Debtors have failed to make
certain pre- and post-petition payments under the terms of pre-
petition lease agreements which provide for the rental of certain
equipment.

GECC and NTFC also complained that, upon their information and
belief, the Debtors have transferred some of the equipment leased
from GECC and NTFC to another entity known as "Med Shares". GECC
and NTFC contended that since the Debtors do not own the
equipment, the Debtors could not sell it to Med Shares. Moreover,
as a lessee, the Debtors cannot even move the location of the
equipment pursuant to the terms of the underlying lease
documents. GECC and NTFC noted that the bankruptcy filing cannot
alter this.

GECC and NTFC have identified 47 such lease agreement involving
an alleged total amount of $203,274 owed post-petition.

Accordingly, GECC and NTFC requested that the Court:

      (1) direct the Debtors to assume or reject the Lease
Agreements within ten days of the date of hearing;

      (2) require the Debtors to cure all outstanding defaults and
provide adequate assurance for the rental payments due under the
Lease Agreements within the meaning of 11 U.S.C. Section
365(b)(1) in the event the Debtors elect to assume the Lease
Agreements;

      (3) require the Debtors to make post-petition payments in
accordance with 11 U.S.C. sections 503(b) and 365(d)(10) in the
event the Court does not require a determination of assumption or
rejection yet; and

      (4) in the event the Lease Agreements are rejected, require
the Debtors to pay all post-petition lease payments not yet paid
from the Filing Date through the date the leased equipment is
returned to GECC pursuant to 11 U.S.C. section 365(d)(10) and
503(b);

      (5) require the Debtors to secure the return of any
equipment transferred to Med Shares (or any other entity) without
the prior approval of GECC and/or NTFC and the Court, in
accordance with Section 365 of the Bankruptcy Code. (Integrated
Health Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LAROCHE INDUSTRIES: Files Plan of Reorganization in Delaware
------------------------------------------------------------
LaRoche Industries Inc. announced that it has filed a Plan of
Reorganization with the Bankruptcy Court for the District of
Delaware in which the bankruptcy case of the Company is pending.
The Plan outlines the proposed treatment for the claims held by
the Company's creditors and, if confirmed by the Bankruptcy
Court, will enable the Company to emerge from bankruptcy. The
Company filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code on May 3, 2000.

The Company anticipates filing a disclosure statement with
respect to the Plan by February 14, 2001. The disclosure
statement will provide further information regarding the
treatment of claims and regarding the Company's ongoing business
operations. The proposed disclosure statement will be subject to
review by the Bankruptcy Court and the Company currently expects
that a hearing on the disclosure statement will take place on
March 12, 2001. The disclosure statement and the Plan have not
been approved by the Bankruptcy Court and through this press
release the Company is not seeking or soliciting acceptances of
the Plan.

LaRoche Industries is a global manufacturer of chlor-alkali
chemical products and provider of industrial ammonia products and
services, with operations in the United States, Germany and
France.


LEGEND AIRLINES: May Convert To Chapter 7 Liquidation
-----------------------------------------------------
Legend Airlines Inc., which filed for Chapter 11 reorganization
in December, could be forced to convert to a Chapter 7
liquidation "within the next few days," a source told
TheDeal.Com.

Dennis Olson, counsel for Legend's creditors committee said that
the beleaguered airline has already lost the leases on its seven
aircrafts and that its insurance policies have already been
canceled. However, Olson disclosed that although the company's
creditors could force the company to liquidate assets, the group
don't have immediate plans for such action yet especially when
Legend, an all first-class carrier operating out of Dallas' Love
Field, has few assets to sell, TheDeal.Com reports.

Records show that the company only had about $88 million in
assets when it filed for bankruptcy, $54 million of which was in
the form of leases. But then, said leases are said to become
nonexistent when, on February 2, the companies that lent
equipment to Legend began taking back their property.

TheDeal.Com also relates that Kimberly Plaskett, a company
spokeswoman, confirmed that the airline is considering
liquidation, even while hoping to replace the $20 million in
funding it expected, but failed, to receive from a group of
private investors.

So far, there has been two failed financing plans submitted by
Legend. The first was for $20 million in funding from a group of
private investors including former airline analyst John
Pincavage. However, it was disapproved by the U.S. Bankruptcy
court later on when only $250,000 was collected from investors.

Trident Aviation Services, one of the companies that leases
airplanes to Legend, followed up with an offer of $800,000 that
would have kept Legend afloat as a charter service, TheDeal.Com
relates. However, this plan was rejected by creditors, noting it
would have extended Legend's life by only a few months.


LETSBUYIT.COM: Obtains Additional $49,000,000 of Financing
----------------------------------------------------------
LetsBuyIt.com NV, the group-purchasing web site that suspended
business in December, has secured an additional $49 million in
financing which it said should carry it through November 2002,
when it hopes to become profitable, according to the Associated
Press. The company obtained the money from existing shareholders
who are getting 125 million newly-issued shares in return.

LetsBuyIt.com, which is registered in the Netherlands, formally
filed for bankruptcy last month. The new money includes $3.8
million raised before Jan. 25. Of the funds, LetsBuyIt.com will
have access to $18.8 million over the next 12 months, and the
remainder after that. (ABI World, February 7, 2001)


LET'S TALK: Clinches $32,000,000 Deal With Nextel
-------------------------------------------------
Let's Talk Cellular and Wireless, Inc., (OTC:LTCW) one of the
nation's largest specialty cellular and wireless retailers,
announced that it has reached an agreement with a subsidiary of
Nextel Communications, Inc. (Nasdaq:NXTL) pursuant to which a
substantial portion of Let's Talk Cellular's nationwide
distribution network will be incorporated into Nextel's
operations to provide additional points of contact for existing
and new Nextel customers.

Under the terms of the agreement, which was executed late last
week and is subject to Bankruptcy Court approval, Let's Talk
Cellular will receive $32 million in cash, subject to certain
potential adjustments, for the operations associated with
approximately 200 Let's Talk Cellular stores where Nextel
currently operates. Let's Talk Cellular's retail stores will
remain open for business as usual while the transaction is being
completed.

The transaction with Nextel will serve as the centerpiece for
Let's Talk Cellular's plan to emerge from Chapter 11 protection
in April and is supported by Let's Talk Cellular's senior secured
bank group, which is led by The Chase Manhattan Bank. Let's Talk
Cellular, which sought Chapter 11 protection in Delaware last
May, filed its Chapter 11 plan with the Bankruptcy Court
yesterday. Under the plan, Let's Talk Cellular's creditors will
receive the cash paid to the Company by Nextel and the proceeds
from the disposition of various assets not included in the Nextel
transaction.

"This transaction will produce the best possible results for all
of our constituencies consistent with our overriding goal of
maximizing value through the Chapter 11 process," said Let's Talk
Cellular CEO and founder Brett Beveridge. "Our situation provides
Nextel with a unique opportunity to tap into an operating retail
distribution network that is already fully dedicated to the
cellular and wireless industry. In exchange, our creditors will
receive a recovery that should meet or exceed their expectations
and most of our valued employees will have the opportunity to
continue with the business."

"Nextel is a great company with a solid reputation of providing
top of the line products, services and customer support -- just
as we have done since we started Let's Talk Cellular eleven years
ago," Mr. Beveridge continued. "In joining the Nextel family, we
are very sensitive to the future welfare of our employees. A
significant consideration in reaching this agreement was that we
would be able to preserve as many jobs as possible. While
decisions regarding employment after the transaction is complete
will be up to Nextel, we have been assured that they will give
fair consideration to our employees.

"Eight months ago, we made a commitment to return to the
philosophy that made this Company successful while implementing
new cost cutting strategies," Mr. Beveridge added. "The results
speak for themselves. Not only did we just complete the most
successful month in our history this last December, but for the
first five months of the new fiscal year, we have operated at a
substantial operating profit. When you consider that just under a
year ago we were struggling for survival under a massive working
capital shortfall, our current period results -- and the Nextel
deal -- are tributes to the tremendous efforts and dedication of
our staff at all levels. As part of Nextel, we will continue with
the same approach."

Let's Talk Cellular is one of the nation's largest independent
specialty retailers of cellular and wireless products, services
and accessories in the United States. The Company owns and
operates 240 stores in 21 states, the District of Columbia and
Puerto Rico. In its most recently filed U.S. Trustee operating
report, the Company reported consolidated net sales for the 7
month period ending December 31, 2000 of approximately $53
Million.


LTV CORPORATION: Creditors to Convene in Cleveland on March 6
-------------------------------------------------------------
The United States Trustee for Region IX has called for a meeting
of The LTV Corporation's Creditors pursuant to 11 U.S.C. Sec.
341(a) to be held on March 6, 2001 at 1:00 p.m. in the Anthony J.
Celebreeze Federal Building, 1240 East Ninth Street, 31st Floor,
Cleveland, Ohio 44199.

All creditors are invited, but not required, to attend. This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding to question a responsible office of the
Debtor under oath. (LTV Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MARINER POST-ACUTE: Court Okays Hiring Of Consulting Experts
------------------------------------------------------------
At Mariner Post-Acute Network, Inc.'s behest, Judge Walrath gave
her stamp of approval for the Debtors' Special Litigation
Counsel, Jones, Day, Reavis & Pogue to retain and employ
consulting experts, Mr. Norman Lanvin of Zolfo Cooper, LLC
and Dr. Victor Brown, nunc pro tunc as of November 1, 2000.

Pursuant to the employment, the Experts will perform services for
the Debtors and their special litigation counsel in connection
with the analysis, evaluation and review of potential litigation
claims independent of section 327 of the Bankruptcy Code. It is
expected that the Experts will assist Jones Day in the review of
the voluminous documents, data and other information that Jones
Day is continuing to assemble and analyze, including documents
that Jones Day is currently attempting to retrieve from the
Debtors' former auditors.

As the Debtors' Special Litigation Counsel, Jones Day has
commenced a comprehensive analysis of a number of the Debtors'
pre-petition activities, most significantly being the Debtors'
financial accounting and reporting practices from 1995 through
1998. While the analysis is in its early stages, Jones Day
believes that the preliminary analysis demands that the
investigation continue. To properly analyze the extensive
information that has been, and continues to be assembled, Jones
Day believes that the assistance of financial and accounting
consultants is appropriate and necessary. It is expected that the
Experts will assist Jones Day in evaluating and preparing any
claims that are asserted as a result of this investigation.

The Debtors and Jones Day believe that Mr. Lanvin and Dr. Brown
are two highly qualified experts who can efficiently asist in
this critical process.

The Debtors and Jones Day believe that Court approval is not
needed for the retention of the Experts pursuant to section
327(a) of the Bankruptcy Code because the Experts are not
professionals under section 327(a) of the Bankruptcy Code in
accordance with two tests fashioned by courts. First, they are
not "professionals" under the central role test because they are
not in a position to control the strategy affecting the
management of the Debtors' chapter 11 case or its administration.
Second, they are not "professionals" under the "degree of
autonomy" test because their opinion do not empower them with
discretion or autonomy over the administration of the Debtors'
estate, such as the purchase and sale of assets or the strategy
to be used to reorganize, manage, and liquidate estate assets.

The Debtors told Judge Walrath they have chosen to seek the
Court's approval, for the sake of complete disclosure to the
Court and the key constituencies in the cases, as well as to
provide the Experts with comfort that their fees and expenses
will be paid.

The Debtors noted that, in the event the Court determines that
the Experts are professionals under section 327(a) of the
Bankruptcy Code, procedures similar to those used for ordinary
course professionals would be appropriate. Once the fees and
expenses reach the amount as permitted in the Court's order
governing the employment of ordinary course professionals, their
continued engagement would be conditioned upon the Court's
approval of the Experts pursuant to section 327(a).

To help ensure that the retention of the Experts is appropriate
and cost- effective, the Debtors covenant that they and their
special litigation counsel will scrutinize the Experts' work and
invoices as they are performed. In addition, the Debtors and
Jones Day will provide periodic reports and information to the
Official Committee of Unsecured Creditors regarding the scope of
the work being performed by the Experts, and the costs and fees
related to such work. (Mariner Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PILLOWTEX CORP.: Seeks Permission to Pay Revenue Bond Financings
----------------------------------------------------------------
Pillowtex Corporation and Fieldcrest Cannon, Inc., asked Judge
Robinson for an Order authorizing them to make payments, in their
sole discretion, on indebtedness relating to revenue bond
financings with the Pennsylvania Economic Development Financing
Authority, the Mississippi Business Finance Corporation, and the
State Industrial Development Authority of Alabama, respectively.

          The Pennsylvania Industrial Revenue Bonds

In 1990, Silversen-Hanover Corporation, predecessor-in-interest
to Pillowtex, entered into an economic development revenue bond
financing with the Pennsylvania Economic Development Financing
Authority. Under the terms of the financing documents for this
facility, the Pennsylvania Financing Authority (a) authorized the
issuance of $5,300,000 in aggregate principal amount of
Pennsylvania Economic Development Financing Authority Economic
Development Revenue Bonds, Series 1990 C (Silversen-Hanover
Corporation Project), and (b) loaned to Silversen-Hanover the
proceeds received from these bonds to finance that company's
acquisition of certain real property and construction of certain
plant facilities in York County, Pennsylvania. Under the
Financing Agreement, which Silversen-Hanover subsequently
assigned to Pillowtex, Pillowtex is required to make loan
repayments at such times and in such amounts as are sufficient
to pay the principal of, and premium, if any, and interest on,
the bonds.

Approximately $1,240,000 in outstanding principal amount of the
bonds is currently outstanding. Interest on these bonds currently
accrues at the annual rate of approximately 7.75% and is due and
payable on April 1 and October 1 of each year. Principal payments
are due on April 1 of each year, with a $600,000 principal
payment due on April 1, 2001.

As required by the Bond Facility, and as security for the
repayment of these bonds, Pillowtex obtained a $5,684,361
irrevocable letter of credit in favour of the trustee for the
holders of the Bonds to provide for the payment of the trustee
for the holders of the bonds to provide for the payment of the
principal of, and premium, if any, and interest on the bonds if
Pillowtex fails to make any of these payments when due. The
Pennsylvania Letter of Credit was issued for the benefit of the
Bonds Trustee by Bank of America in its capacity as issuing bank
under the Amended and Restated Credit Agreement. The Pennsylvania
Letter of Credit contains provisions automatically reducing the
available amount as payments of principal are made and under
limited circumstances as interest payments are made. Currently
the available amount under the Pennsylvania Letter of Credit is
$1,370,175.

          The Mississippi Industrial Development Revenue Bonds

In 1992 Pillowtex entered into an additional industrial
development revenue bond financing with the Mississippi Business
Finance Corporation. Under the terms of the financing documents
for this bond facility, the Mississippi Finance Corporation (a)
authorized the issuance of $4,600,000 in aggregate principal
amount of Mississippi Business Finance Corporation Industrial
Development Revenue Bonds (Pillowtex Corporation Project) Series
1992, and (b) loaned to Pillowtex the proceeds from these bonds
to finance the acquisition and construction of a manufacturing
facility in Tunica County, Mississippi.

Under the loan agreement between Mississippi Finance Corporation
and Pillowtex, Pillowtex is required to make loan repayments at
such tines and in such amounts sufficient to pay the principal
of, purchase and redemption price of, and interest on, these
bonds and to pay certain fees and expenses of the trustee for the
holders of the bonds and the Mississippi Finance Corporation.

Approximately $1,840,000 in outstanding principal amount of the
bonds is currently outstanding. Interest on the bonds current
accrues at the annual rate of approximately 4.5% and is due and
payable on the first day of each month. Principal payments of
approximately $460,000 are due in June of each year. An annual
fee equal to one- eighth of one percent of the principal amount
of the bonds outstanding on each anniversary of the date of
issuance and delivery of the bonds is due and payable on the
first business day immediately following the anniversary.

As required under the Mississippi Bond Facility and as security
for the repayment of the bonds, Pillowtex obtained a $4,657,343
irrevocable letter of credit in favour of the bonds trustee to
provide for the payment of the principal of, the purchase and
redemption price of, and the interest on, the bonds if Pillowtex
fails to make any payments when due. The Mississippi Letter of
Credit was issue for the benefit of the bonds trustee by Bank of
America in its capacity as issuing Bank under the Prepetition
Credit Agreement. The Mississippi Letter of Credit contains
provisions automatically reducing the available amount as
payments of principal are made, and under limited circumstances
as interest payments are made. Currently, the available amount
under this letter of credit is $1,862,937.

          The Alabama Taxable Revenue Bonds

In 1994, Fieldcrest entered into a taxable revenue bond financing
with the State Industrial Development Authority of Alabama. Under
the terms of the financing documents for this facility the State
industrial Development Authority (a) authorized the issuance of
up to $90,000,000 in aggregate principal amount of Taxable
Revenue Bonds (Fieldcrest Cannon Inc.), of which $10,000,000 in
aggregate principal amount were actually issued, and (b) loaned
to Fieldcrest the proceeds from the Alabama bonds to finance the
acquisition and construction of certain manufacturing facilities
in Phenix City, Alabama.

Under the loan agreement between the Alabama Development
Authority and Fieldcrest, Fieldcrest is required to make loan
repayments at such times and in such amounts sufficient to pay
the principal of, and interest on, the Alabama bonds and to pay
the purchase price of the Alabama bonds tendered for purchase
under the optional or mandatory tender provisions of the
indenture governing these bonds.

The entire $10,000,000 in principal amount of the Alabama bonds
remains outstanding and does not come due until the year 2021.
interest on the bonds currently accrues at the annual rate of
approximately 6.15% and is due and payable monthly.

As required under the Alabama bond facility and as security for
the payment of these bonds, Fieldcrest obtained a $10,208,334
irrevocable letter of credit in favour of the trustee for the
holders of the bonds to ensure that payments on both debt service
on the bonds and the purchase price of the Alabama bonds as
tendered for purchase are made if Fieldcrest fails to make the
payments when due. The Alabama Letter of Credit was issued for
the benefit of the Alabama bonds trustee by First Union National
Bank as an issuing Bank under the Prepetition Credit Facility.

          Draws under the Bond Letters of Credit

The bonds Letters of Credit are essentially the payment mechanism
for interest payments on the bond facilities discussed above. The
bond trustees regularly draw on the applicable bond Letter of
Credit for interest payments, and under the terms of the bond
Letters of Credit, the available amount of the interest portion
of each bond Letter of Credit is reinstated (i.e., the interest
payments generally do not reduce the available amount under the
bond Letters of Credit). Once the bond Letters of Credit are
drawn upon for interest payments, the bank issuing the bond
Letter of Credit, whether Bank of America or First Union, pays
the amount drawn and directly debts the Debtors' bank account to
reimburse that amount. Since the Petition Date, Bank of America
and First Union have both paid amounts to the bond trustees in
respect of draws on the bond Letters of Credit for interest
payments on the bond facilities. BofA and First Union have not
yet been reimbursed for those amounts.

In contrast to the interest payments, principal payments on the
bond facilities are generally made directly by Pillowtex or
Fieldcrest. Under the respective financing documents for the bond
facilities, the applicable bond trustee can draw on the
applicable bond Letter of Credit if the required principal
payments are not made.

The payment by BofA or First Union of a draft drawn under any
letter of credit issued under the Prepetition Credit Agreement
automatically constitutes a revolving credit advance under the
Prepetition Credit Agreement, bearing interest at the base rate
basis in the amount of the draft. Accordingly, if Pillowtex and
Fieldcrest do not reimburse BofA and First Union for interest
payment draws on the bond Letters of Credit and do not make the
postpetition principal payments that come due under the bond
facilities, the debt will slowly roll into the Prepetition Credit
Agreement.

Pillowtex and Fieldcrest sought an order authorizing them, in
their sole discretion, to reimburse BofA and First Union for
interest payment draws on the bond Letters of Credit (including
draws that have already occurred since the Petition Date) and
otherwise make payments on the bond facilities as such payments
become due.

In what the Debtors describe as the "sound exercise" of their
business judgment, Pillowtex and Fieldcrest have determined that
(a) reimbursing BofA and First Union for interest payment draws
on the bonds Letters of Credit, and (b) making postpetition
principal payments on the bond facilities as such payments come
due, rather than allowing the bond trustees to draw on the bond
Letters of Credit, is in the best interest of their estate and
creditors. The amount of each bond Letter of Credit exceeds the
amount owed under the applicable bond facility and, accordingly,
one way or another all interest and principal payments on the
applicable bond facilities will be paid when they come due. The
only issue is whether Pillowtex and Fieldcrest should make those
payments from operating funds, by directly paying principal
amounts as they come due and allowing BofA and First Union to
debt the Debtors' bank account for interest payment draws, or
permit those amounts to become borrowings under the Prepetition
Credit Agreement.

Under the Court's Final Order on the postpetition financing, the
Debtors are required to pay monthly interest at the non-default
rate on all borrowings under the prepetition credit agreement.
Currently, the non-default interest rate applicable to borrowings
under the Prepetition Credit Agreement as a result of drafts
drawn on the bond Letters of Credit is approximately 9.5% per
annum. Because the Debtors currently have more than sufficient
operating funds to make all interest and principal payments on
the bond facilities, interest savings can be realized if
Pillowtex and Fieldcrest are permitted to reimburse BofA and
First Union for interest draws on the bond Letters of Credit, and
make principal payments on the bond facilities rather than
permitting those interest and principal amounts to become
borrowings at 9.5% interest. In addition, both the Mississippi
Letter of Credit and the Alabama Letter of Credit have provisions
that would permit BofA and First Union, respectively, to require
the applicable bond trustee to accelerate the outstanding debt
under the applicable bond facility if BofA or First Union is not
reimbursed for draws on those letters of credit, converting all
of the outstanding debt unde the Mississippi Bond Facility and
Alabama Bond Facility to borrowings at a higher interest rate.
Accordingly, the Debtors urge Judge Robinson to grant the
requested relief. (Pillowtex Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PNV INC.: Court Okays $5.5 Million Asset Sale to TTI Holdings
-------------------------------------------------------------
PNV Inc. announced that the Bankruptcy Court for the Southern
District of Florida has approved the sale of substantially all of
the assets of PNV, except for the assets associated with the
company's portal, PNV.com, to TTI Holdings for $5.5 million. The
closing of the transaction is to occur on or before February 12,
2001. PNV is also involved in negotiations to sell the remaining
PNV.com assets.

PNV is currently working on a liquidating plan to wind down the
affairs of the Company and pay allowed claims. Creditor claims
substantially exceed the expected cash available for distribution
to creditors. As a result, there will be no distribution of funds
to holders of PNV common stock.

TTI Holdings is a subsidiary of Transcom Technologies, Inc, as is
Transcommunications Incorporated. The more publicly known
company, Transcommunications Incorporated is a multifaceted
premier provider of communications to the transportation industry
including products and services such Transcard, CabCard,
Transfunds, Asset Management System, commercial long distance
service and complete vending machine service through its
subsidiary DVS.

"We've been working very hard to find a suitable buyer for the
PNV assets and are pleased TTI is the one." said Bob May,
president and CEO of PNV.

"PNV has a compelling value proposition -- providing connectivity
to the long haul trucking industry. Their assets complement our
business strategy and TTI is excited about the opportunities in
front of us. We will immediately focus on our number one priority
of bringing the PNV services back to life," said James Coppinger,
Chairman and CEO of Transcom Technologies, Inc.

PNV (www.pnv.com ), based in Coral Springs, FL, is a full-service
Cisco Powered Network certified communications and information
provider to the long haul trucking industry -- a $500 billion
market. PNV provides bundled communications, cable TV and
Internet services to professional truck drivers, operators, and
fleets through the company's private, integrated facilities-based
network deployed at nearly 300 truck stops in 43 states. PNV also
provides cable TV and Internet services to the participants in
the trucking community including families of professional
drivers, trucking industry suppliers and manufacturers.


RAYTHEON CO.: Eyes Asset Sale to Slash Debt
-------------------------------------------
As part of its debt-reduction efforts, Massachusetts-based
Raytheon Co., the nation's third biggest defense contractor,
disclosed the possibility of selling as much as &750 million in
non-core assets this year, TheDeal.Com reports. Accordingly, the
company wants to cut its $9.1 billion debt load to 40% by 2003.

On January 30, the company sold for $108 million its marine
electronics subsidiary to the unit's management. Although no
confirmation has been made by Raytheon's executives, other units
may also be up for sale including the company's commercial
aircraft business. Raytheon is said to have asked $4 billion for
the unit but has not found a buyer, according to the
DailyDeal.Com.

The company reportedly plans to raise $250 million through
divestitures in 2001 to cover dividend payments. Raytheon's chief
financial officer Frank Caine also revealed that the company is
trying to raise an additional $500 million through other
divestitures.


SAFETY-KLEEN: Rejects Bloomberg, NYSE, & Other Agreements
---------------------------------------------------------
Safety-Kleen Corp. submitted a motion to Judge Walsh seeking an
order authorizing the Debtors to reject certain executory
contracts and unexpired leases to which one or more Debtors are
or may be a party, including executory contracts and/or unexpired
leases with each of:

        (i) Bloomberg L.P.,

       (ii) the New York Stock Exchange,

      (iii) Eagle Aviation, Inc.,

       (iv) Newcourt Leasing Corporation, as successor to
            Duplitron, Inc.,

        (v) Pitney Bowes Credit Corporation,

       (vi) Rollins Leasing Corp.,

      (vii) Sea Containers America Inc., and

     (viii) Xerox Corporation.

In an effort to reduce postpetition administrative costs and in
an exercise of the Debtors' business judgment, the Debtors have
determined that it is in the best interests of the estates, their
creditors, and all parties in interest for the Debtors to reject
these contracts/leases.

               The Bloomberg Contract

Safety-Kleen (Encotec), Inc., as successor to Laidlaw
Environmental Inc., and Bloomberg LP, are parties to an agreement
which, among other things, (i) granted Laidlaw a license to lease
and use Bloomberg's software, data and equipment, (ii) provided
information contained in its services by means of a datafeed, and
(iii) distributed information to Laidlaw through certain
designated requipment. By agreement dated, December 20, 1998,
Laidlaw assigned its rights and delegated the performance of its
duties under the Bloomberg Agreement to Safety-Kleen Services,
Inc.

On October 13, 2000, the hardware and software provided to
Encotec and Bloomberg pursuant to the Bloomberg Agreement were
returned to Bloomberg. Because neither Encotec nor Services is
using the equipment or services provided for under the Bloomberg
Agreement, the Bloomberg Agreement is of no further value to the
Debtors. By rejecting the Bloomberg Agreement and the Assignment,
Encotec and Services will avoid incurring further unnecessary
administrative expense obligations with no corresponding benefit
to the estates. Rejection of the Bloomberg Agreement and the
Assignment thus is in the best interests of Encotec, Services,
the Debtors, their estates, their creditors and all parties-
in-interest. Accordingly, the Debtors request that the Bloomberg
Agreement and the Assignment be deemed rejected as of October 13,
2000.

          New York Stock Exchange Agreement

Through an Agreement for Receipt of Consolidated Network Data and
NYSE Market Data by and between Services and the New York Stock
Exchange, Inc., Services received permission to receive certain
market data and to use such market data for interrogation,
display, tape or other purposes not entailing retransmission.
Services received the data in connection with the Bloomberg
Agreement and the Assignment. Because the Debtors are seeking to
reject the Bloomberg Agreement and the Assignment, Services has
no need for the data provided under the NYSE Agreement and
accordingly, seeks entry of an order authorizing the rejection of
the NYSE Agreement.

By rejecting the NYSE Agreement, Services will avoid incurring
unnecessary administrative expense obligations with no
corresponding benefit to the estate. Rejection of the NYSE
Agreement thus is in the best interests of Services, the Debtors,
their estates, their creditors and all parties-in-interest.

               Hangar Lease

Pursuant to a hangar lease, dated July 9, 1991, by and between
Safety-Kleen Corp. (11SKC11), as successor to Laidlaw
Environmental Services, Inc., and Eagle Aviation, Inc. ("Eagle"),
SKC leases approximately 3,600 square feet of hanger space
located in a building on Eagle's property at the Columbia
Metropolitan Airport.

SKC is no longer in possession of the aircraft that was stored in
the Hangar. Accordingly, by letter dated October 4, 2000, SKC
notified Eagle that it had vacated the Hangar and that it
intended to reject the Hangar Lease effective as of September 20,
2000.

By rejecting the Hangar Lease, SKC will avoid incurring further
unnecessary administrative ex- pense obligations with no
corresponding benefit to the estate. Rejection of the Hangar
Lease thus is in the best interests of SKC, the Debtors, their
estates, their creditors and all parties-in-interest. The Debtors
thus request that the Hangar Lease be rejected effective as of
September 20, 2000.

               Newcourt Lease

Under an equipment lease, together with related credit and
guaranty agreements, Safety-Kleen (NE), Inc., as successor to
Laidlaw Environmental Services (North East), Inc., SKC, as
successor to Laidlaw Environmental Services, Inc. and Newcourt
Leasing Corporation, as successor to Duplitron, Inc., SKC leased
certain equipment from Newcourt. The Equipment includes:

        (i) a Panasonic main unit with cables,

       (ii) a Panasonic Duplex Scanner/Printer, and

      (iii) a Panasonic 1.5 GB optical drive with cable.

Neither SK(NE) nor any other Debtor has used or anticipates using
the Equipment during the remaining term of the Newcourt Lease. By
rejecting the Newcourt Lease, the Debtors will avoid incurring
further unnecessary administrative expense obligations with no
corresponding benefit to the estate. Rejection of the Newcourt
Lease thus is in the best interests of SK(NE), SKC, the Debtors,
their estates, their creditors and all parties-in- interest

               Pitney Bowes Agreement

Services and Pitney Bowes Credit Corporation are parties to an
equipment lease dated May 18, 1999 pursuant to which, among other
things, Services leases the following postage and folding
machines from Pitney Bowes:

      (1) five enclosure feeders,

      (2) an access to insert system, and

      (3) a meter.

Services no longer has a use for the Pitney Bowes Equipment
because it is closing the facility where the Pitney Bowes
Equipment previously was in use.

By rejecting the Pitney Bowes Lease, Services will avoid
incurring further unnecessary administrative expense obligations
with no corresponding benefit to the estate. Rejection of the
Pitney Bowes Lease thus is in the best interests of Services, the
Debtors, their estates, their creditors and all parties- in-
interest.

               Tanker Lease

Pursuant to an equipment lease dated March 12, 1996, by and
between Safety-Kleen (Encotec), Inc., as successor to Rollins
Environmental, Inc., and Rollins Leasing Corp., Encotec leases a
carbon. steel tank from Rollins. The Tanker is not being used by
Encotec or any other Debtor in their current operations.

By rejecting the Tanker Lease, Encotec will avoid incurring
further unnecessary administrative expense obligations with no
corresponding benefit to the estate. Rejection of the Tanker
Lease thus is in the best interests of Encotec, the Debtors,
their estates, their creditors and all parties-in-interest.

               Sea Containers Lease

Pursuant to an equipment lease by and between Safety-Kleen (Lone
and Grassy Mountain), Inc., as successor to U.S. Pollution
Control, Inc. and Sea Containers America Inc., SK(L&GM) leases
100 open top containers from Sea Containers. SK(L&GM) seeks to
reject the Container Lease because its terms and conditions, in
particular the costs associated with refurbishing the containers,
are financially burdensome to SK(L&GM).

By rejecting the Container Lease, SK(L&GM) will avoid incurring
unnecessary and burdensome administrative expense obligations
with no corresponding benefit to the estate. Rejection of the
Container Lease thus is in the best interests of SK(L&GM), the
Debtors, their estates, their creditors and all parties-in-
interest.

               Xerox Leases

SKC and Xerox Corporation entered into an equipment lease whereby
SKC leases two copy machines from Xerox. SKC no longer has a use
for the copy machines as a result of the closure of its Elgin,
Illinois facility where the copiers were in use.

By rejecting the Xerox Leases, SKC will avoid incurring further
unnecessary administrative expense obligations with no
corresponding benefit to the estate. Rejection of the Xerox
Leases thus is in the best interests of SKC, the Debtors, their
estates, their creditors, and all parties-in-interest.

After consideration of the Debtors' arguments, Judge Walsh
entered an Order authorizing the rejection by the Debtors of each
of these executory contracts and directing that the parties to
the rejected contracts file a proof of claim within 30 days.
(Safety-Kleen Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SERVINT CORP.: Files for Chapter 11 Protection in Virginia
----------------------------------------------------------
ServInt Corp., a web hosting and high-speed Internet service
company, filed for chapter 11 bankruptcy protection on Jan. 26
with the U.S. Bankruptcy Court in Alexandria, Va., according to
LocalBusiness.com. The Mclean, Va.-based company said in the
court filing that it has at least 200 creditors and lists its
assets and liabilities between $1 million and $10 million.

The company filed for bankruptcy protection so that its
telecommunication service won't be cut off, said Mark Taylor, an
attorney for the company. In the meantime, he said, the ServInt's
management team is trying to reorganize the company. (ABI World,
February 7, 2001)


SUN HEALTHCARE: Wants To Revise Interim Compensation Procedures
---------------------------------------------------------------
Sun Healthcare Group, Inc. find that the existing procedure for
interim compensation and reimbursement of expenses of
professionals pursuant to the first-day order imposes an undue
burden on the Court and the Sun estate's professionals, and
causes uncertainty with respect to the Debtors' cash needs and
availability because the procedure requires the Court to review
monthly fee applications before the Debtors can make payments to
the professionals.

In light of Judge Walrath's order In re Mariner Post-Acute
Network (Case No. 00-113 (MFW) (Bankr. D. Del.) and In re Mariner
Health Group. Inc., Case No. 00-215 (MFW) (Bankr. D. Del.)
chapter 11 cases, approving revised interim compensation
procedures, the Debtors requested Judge Walrath to approve
revised interim compensation procedures that they propose for the
Sun cases.

The Revised Compensation Procedures provide that:

      (1) On or about the last day of each calendar month, each
Professional seeking interim compensation may file a Monthly Fee
Application, pursuant to section 331 of the Bankruptcy Code, for
interim approval and allowance of compensation for services
rendered and reimbursement of expenses incurred during the
immediately preceding month (the Compensation Period) and serve a
copy of such Monthly Fee Application on notice parties:

          (a) Sun Healthcare Group, Inc. (Attn: Robert F. Murphy,
Esq.);

          (b) the Debtors' attorneys, Weil, Gotshal, & Manges,
(Attn: Michael F. Walsh, Esq.) and Richards, Layton & Finger,
P.A. (Attn: Mark D. Collins, Esq.);

          (c) the United States Trustee (Attn: Richard L.
Schepacarter, Esq.);

          (d) the attorneys for the Creditors' Committee,
Otterbourg, Steindler, Houston & Rosen, (Attn: Scott L. Hazen,
Esq.) and Saul Ewing LLP, (Attn: Mark Minuti, Esq.);

          (e) the attorneys for CIT Group/Business Credit, Inc.
and Heller Healthcare Finance, Inc., the Debtors' DIP Lenders,
Dewey Ballantine LLP, (Attn: Stuart Hirshfield, Esq.) and Blank,
Rome, Comisky & McCauley LLP, (Attn: Bonnie Glantz Fatell, Esq.);
and

          (f) the attorneys for the agent for the Prepetition
Lenders, O'Melveny & Myers LLP, (Attn: Ben H. Logan, ifi, Esq.)
and Pepper Hamilton LLP, (Attn: David B. Stratton, Esq.)

      (2) Each Notice Party will have twenty days after service of
a Monthly Fee Application to object.

      (3) If no objections are raised prior to the expiration of
the Objection Deadline, the fee applicant or the Debtors shall
file a certificate of no objection with the Court after which the
Debtors are authorized to pay each Professional an amount (the
Actual Interim Payment) equal to the lesser of

          (a) 80 percent of the fees and 100 percent of the
expenses requested in the Monthly Fee Application (the Maximum
Interim Payment) and

          (b) 80 percent of the fees and 100 percent of the
expenses that are not subject to an objection.

      (4) If any Notice Party objects to a Professional's Monthly
Fee Application, it must file with the Bankruptcy Court and serve
a written objection on the affected Professional and each of the
Notice Parties so as to be received on or before the Objection
Deadline stating the amount, specificity and basis for objection.

      (5) The objecting party and the affected Professional may
attempt to resolve the Objection on a consensual basis;

          -- If the parties are unable to reach a resolution of
the Objection within 20 days after service of the Objection, the
affected professional may either:

          (a) file a response to the Objection with a request for
payment of the difference, if any, between the Maximum Interim
Payment and the Actual Interim Payment; or

          (b) forego payment of the Incremental Amount until the
next interim or fmal fee application hearing, at which time the
Court will consider and dispose of the Objection if requested by
the parties.

      (6) Professionals may submit their Monthly Fee Applications
under the Revised Compensation Procedures for any monthly period
for which they have not previously filed a fee application under
the Existing Interim Compensation Order.

      (7) With respect to each fee application currently pending
before the Court filed under the Existing Interim Compensation
Order for which a certificate of no objection has been filed with
the Court or will be filed in the future, the Debtors, upon the
entry of an order approving these procedures or upon the filing
of the relevant certificate of no objection, as applicable, are
authorized to promptly pay such Professional an amount equal to
80 percent of the fees and 100 percent of the expenses requested
in each such Pending Fee Application.

      (8) With respect to Pending Fee Applications as to which one
or more objections have been timely filed or are timely filed in
the future, such objections shall be addressed in the manner
provided for under the original provisions of the Existing
Interim Compensation Order.

      (9) Beginning with the period ending April 30, 2001, and at
four-month intervals thereafter, each of the Professionals must
file with the Court and serve on the Notice Parties an Interim
Fee Application Request for interim Court approval and allowance,
pursuant to section 331 of the Bankruptcy Code, of the
compensation and reimbursement of expenses sought in the Monthly
Fee Applications filed during such four-month period (the Interim
Fee Period) and any Pending Fee Applications for which an order
approving such application has not yet been signed.

          -- The Interim Fee Application Request must identify the
Monthly Fee Applications and Pending Fee Applications (if any)
that are the subject of the request and any other information
requested by the Court or required by the Local Rules.

          -- Interim Fee Application Requests shall be filed with
the court and served on the Notice Parties within 45 days after
the end of the Interim Fee Period for which the request seeks
allowance of fees and reimbursement of expenses.

          -- Each Professional must file its first Interim Fee
Application Request on or before June 15, 2001, to cover the
Interim Fee Period from January 1, 2001 through and including
April 30, 2001 and any Pending Fee Applications for which an
order approving such application has not yet been signed.

      (10) The court will schedule a hearing on the Inteirm Fee
Application Requests every four months (or at such other
intervals as the Court deems appropriate) or, if no objections
are filed to such Interim Fee Application Requests, will consider
approving the Monthly Fee Applications identified in the Interim
Fee Application Requests without a hearing.

      (11) The pendency of an Objection to payment of compensation
or reimbursement of expenses will not disqualify a Professional
from the future payment of compensation or reimbursement of
expenses under the Revised Compensation Procedures.

      (12) All fees and expenses paid to Professionals under the
Revised Compensation Procedures are subject to disgorgement until
final allowance by the Court; neither the payment of or the
failure to pay, nor the filing of or failure to file an Objection
will bind any party in interest or the Court with respect to the
matter.

      (13) The Debtors will include all payments made to
Professionals in accordance with the Revised Compensation
Procedures in their monthly operating reports.

The Debtors further requested that each member of the Creditors'
Committee be permitted to submit statements of expenses
(excluding Committee member counsel expenses) and supporting
vouchers to counsel to the Creditors' Committee, which will
collect and submit the Creditors' Committee members' requests for
reimbursement in accordance with the Revised Compensation
Procedures.

The Debtors also requested that the Court direct that the Notice
Parties shall be entitled to receive the Monthly Fee
Applications, the Interim Fee Application Requests, final fee
applications and Hearing Notice and the 2002 List shall be
entitled to receive only the Interim Fee Application Requests and
the Hearing Notice.

                    * * * *

In contrast, the existing Interim Procedure provides that:

      (1) On or before the 25th of every month, each of the
professionals may file with the Court and serve upon the notice
parties the Fee Application for interim approval and allowance
pursuant to section 331 of the Bankruptcy Code of compensation
for professional services rendered and reimbursement of expenses
incurred during the Compensation Period.

      (2) Fee applications must comply with applicable Third
Circuit law.

      (3) Neither the payment of, nor the failure to pay binds any
party in interest or the Court with respect to the matter.

      (4) Each member of any Committee may submit a statement of
expenses, along with supporting vouchers, to the attorneys for
the Committee, who will collect and submit such requests for
reimbursement in accordance with the procedure for compensation
and reimbursement of professionals.

      (5) Any objections to fee applications must be filed with
the Court and served upon and received by the affected
professional and the notice parties no later than twenty days
after the date of service.

      (6) If no objection is timely filed, served and received in
respect to a Fee Application, and if the Court does not schedule
a hearing in respect to a Fee Application, then the fee applicant
or the Debtors shall submit an order and certification of no
objection to the Court providing for the interim allowance of the
compensation and reimbursement of expenses requested in said Fee
Application, subject to the filing of a final Fee Application,
and authorizing the Debtors to pay the allowed amounts.

      (7) In the event that an objection is timely filed, served
and received and such objection is not otherwise resolved, or the
Court otherwise determines that a hearing should be held in
respect to a Fee Application, a hearing to consider such
objection and the applicable Fee Application will be held at the
first scheduled omnibus hearing date following the Objection
Deadline in respect to said Fee Application or such other date as
the Court may fix; if no objection is filed and the Court
schedules a hearing in respect to a Fee Application, notice of
such hearing will be served by the applicable fee applicant upon
the notice parties. (Sun Healthcare Bankruptcy News, Issue No.
18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SUNBEAM CORPORATION: Summary of the Debtors' Chapter 11 Plans
-------------------------------------------------------------

                    Operating Subsidiaries' Plan

Sunbeam Corporation's debtor-subsidiaries propose their Joint
Plan of Reorganization.  The Subsidiaries' Joint Plan leaves all
claims and interest unimpaired except the Secured Bank Claims
totaling $1,665,000,000 that arise under the March 30, 1998
Senior Credit Agreement among Sunbeam Corporation, the Debtor
Guarantors, certain non-debtor guarantors, First Union National
Bank, as agent, and the Prepetition Lenders that are parties to
that agreement.  On the Effective Date of the Joint Plan, or as
soon thereafter as is practicable, holders of Secured Bank Claims
as of the Record Date shall receive, in full and complete
settlement, satisfaction, release and discharge of their Secured
Bank Claims against the Subsidiary Debtors:

      (i) the guarantees and Liens granted pursuant to a New Bank
          Guarantee and Security Agreement; and

      (ii) broad releases set forth in Section 10.4 of the Plan.

In addition, each holder of a Secured Bank Claim shall be
entitled to retain all amounts paid to it or on its behalf as
adequate protection or otherwise, and the Reorganized Debtors
will continue to pay the professional fees of the holders of
Secured Bank Claims after the Confirmation Date with respect to
matters relating to the Plan or the Chapter 11 Cases in
accordance with the terms and conditions of the orders approving
the Post-Petition Credit Agreement.

Chaim J. Fortgang, Esq., at Wachtell, Lipton, Rosen & Katz, and
Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett, serve as
counsel to the Banks in Sunbeam's chapter 11 cases.

The Subsidiary Debtors sought and obtained Judge Gonzalez's
permission to file their Joint Plan without a disclosure
statement explaining the economics underpinning the Joint Plan.
That Disclosure Statement, the Subsidiary Debtors tell the Court,
can be anticipated within the month.

                          Parent Company's
                 Bondholder & Equity Wipe-Out Plan

Prior to the Petition Date, Sunbeam commenced negotiations with
its Prepetition Lenders in an effort to reach agreement with
respect to a consensual chapter 11 reorganization for Sunbeam
Corporation and the Debtors.  Those negotiations resulted in an
agreement on the part of the Prepetition Lenders to support a
pre-arranged joint plan of reorganization for the Sunbeam
Subsidiaries and and a separate pre-arranged plan of
reorganization for Sunbeam Corporation.

Under the Plan, among other things, (a) the Debtor Guarantors
will become guarantors of the new secured debt issued to the
Prepetition Lenders pursuant to the Sunbeam Corporation Plan, and
will pledge their assets to secure such debt; (b) all other
secured creditors of the Debtors, if any, will be rendered
unimpaired; (c) all general unsecured creditors of the Debtors
will be rendered unimpaired; and (d) all equity interests in the
Debtors, which are held by Sunbeam Corporation or other Debtors,
will be rendered unimpaired.

The Debtors believe that the Subsidiary Plan and the Sunbeam
Corporation Plan, collectively, provide for a financial
restructuring that will enable Sunbeam to more effectively and
efficiently compete in the markets in which it operates. The
Debtors also believe that the financial restructuring proposed in
the Plans can be accomplished on an expedited basis, with minimal
disruption to business operations.

Confirmation of the Subsidiaries' Chapter 11 Plan is a condition
to confirmation of Sunbeam's Chapter 11 Plan.

Creditors holding claims senior to the holders of the Secured
Bank Claims are paid in full.  The holders of the Secured Bank
Claims are owed $1,665,000,000.

On the Effective Date, each holder of an Allowed Secured Bank
Claim as of the Record Date shall receive in full and complete
settlement, satisfaction, release and discharge of its Allowed
Secured Bank Claim:

      (i) its Pro Rata Share of:

          (A) 100% of the Reorganized Sunbeam Common Stock,

          (B) $200,000,000 in principal amount of New Term Debt
              and

          (C) $600,000,000 in principal amount of New Convertible
              Secured Notes;

     (ii) cancellation without draw of any then outstanding
          letters of credit issued under the Bank Credit
          Agreement; and

    (iii) the releases set forth in Section 11.4 of the Plan.

In addition, each holder of an Allowed Secured Bank Claim shall
be entitled to retain all amounts paid to it or on its behalf as
adequate protection or otherwise, and Reorganized Sunbeam will
continue to pay the professional fees of the holders of the
Allowed Secured Bank Claims after the Confirmation Date with
respect to matters relating to the Plan or the Chapter 11 Case in
accordance with the terms and conditions of the orders approving
the Post-Petition Credit Agreement.

All claims junior in right of payment to the Secured Bank Debt
are canceled and extinguished and receive no distribution under
the Plan.  Public bondholders owed $870,000,000 are wiped-out
under Sunbeam's Plan and equityholders take nothing.


TRANS WORLD: Jet Acquisitions Makes $1 Billion Bid For Assets
-------------------------------------------------------------
An experienced group of aviation experts and major investors have
formed a new company called Jet Acquisitions Group Inc. and
announced their intention to bid nearly $1 billion for Trans
World Airlines to preserve it as an independent airline.

The group will propose the elimination of current debt, retention
of virtually all current employees, modernization of current
facilities and a substantial future expansion of the airline.
"Our bid is more than twice the size of the nearest offer for TWA
that was previously made by American Airlines," said group
spokesman Stanford E. Lerch, a principal in the law firm Lerch &
DePrima.

Lerch was previously involved with bankruptcies of Continental
Airlines and America West Airlines. "Our group is adamant that
TWA should be preserved as an independent and financially viable
airline which will provide stiff competition to other airlines
and more choice for airline travelers."

A Federal judge has extended the deadline for bids for TWA until
February 28. TWA has continued to operate while bankruptcy
proceedings occur. Rumors have swirled in recent weeks about
whether its assets would be sold off and TWA will cease to exist
or whether it would be retained as an independent airline.

Meanwhile industry consolidation trends are continuing as
Continental and Delta Airlines are in discussions about a merger
which would consolidate up to 80 percent of major national
airline routes in the hands of a handful of companies.

The court has set a minimum financial guarantee of $50 million
for potential bidders. Jet Acquisitions will shortly provide a $1
billion guarantee 20 times the minimum amount set by the court
and more than twice the size of the next nearest bidder.
"This is a serious bid by an experienced group of aviation
experts and major financiers," said Lerch. "With Congressional
hearings now underway to scrutinize the consolidation of the
airline industry and its effects on competition and consumer
prices we believe our effort to thwart the trend toward
consolidation is particularly timely."

"Despite its financial troubles the employees of TWA have
maintained the number one on-time record and the number one
operational reliability record in the industry for the past three
years," said Lerch. "Those employees should be congratulated and
rewarded for their outstanding performance. Our plan will not
only put TWA back on sound financial footing it will also include
the kind of capital needed to expand TWA and provide new
advancement opportunities for these fine workers."

Lerch indicated that once the bidding process, which is subject
to stringent confidentiality measures, is closed (approximately
February 28) his group would be able to provide additional
details about the offer for TWA.


ULTIMATEBID.COM: Ceases Operations
----------------------------------
UltimateBid.com, a year-old auction site that peddled unique,
celebrity-infused sports and entertainment experiences and was
backed by two major sports-management groups, shut down Tuesday,
according to TheStandard.com. The site told employees last week
that it was closing its New York and San Francisco offices and
laying off all 40 employees. Former employees say the site has
canceled all auctions and will either satisfy sales that have
been concluded or offer refunds.

UltimateBid's biggest investor was the San Francisco-based VC
firm Rosewood Ventures, but the site's visibility came from its
parentage. It is partially owned by SFX and IMG, two arch-
competitors that comprise two of the largest sports and
entertainment management and marketing organizations. The
business rivals formed a rare joint venture in April when their
separate sites, UltimateBid and eSuperstars, merged.

A spokeswoman for UltimateBid said the company had "ceased
operation" but had not yet filed for bankruptcy or bankruptcy
protection. She attributed the company's demise to the difficulty
of getting enough commitments for unique experiences from the
athletes and entertainers under the aegis of SFX and IMG, rather
than to a lack of demand for those experiences. (ABI World,
February 7, 2001)


VITTS NETWORKS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vitts Networks, Inc.
         77 Sundial Avenue
         Manchester, NH 03103

Debtor's Affiliate: Vitts Networks Group, Inc.

Type of Business: Provider of high speed Internet communications
and networking services

Chapter 11 Petition Date: February 7, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-00372 & 01-00373

Debtors' Counsel: Michael R. Lastowski, Esq.
                   Duane, Morris & Hecksher LLP
                   1201 Orange Street
                   Suite 1001
                   Wilmington, DE 19801
                   (302) 571-5550

Estimated Assets: $50 Million to $ $100 Million

Estimated Debts: $50 Million to $100 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Verizon                       Trade               $11,808,706
P.O. Box 15123
Albany, NY 12212-5123
800-941-9900

Cabletron Systems             Trade                $6,509,900
P.O. Box 730527
Dallas, TX 75373-0527
603-332-9400

VPNet Technologies, Inc.      Trade                  $517,594
Mitch Barrie
1500 Buckeye Drive
Milpitas, CA 95035
408-404-1400

Net to Net Technologies       Trade                  $260,955
Wendy Cassidy
112 Corporate Drive, Suite I
Pease International
Trade Port
Portsmouth, NH 03801
603-422-0686

Cabletron/Enterasys Networks  Trade                  $200,734

Daleen Technologies, Inc.     Trade                  $200,000

R.R. Donnelley                Trade                  $165,685
Receivables, Inc.

Volt Telecommunications       Trade                  $126,070
Group

ASAP Software                 Trade                  $124,006

New York Interconnect         Trade                   $72,250

Nortel Networks, Inc.         Trade                   $71,813

UUNET Technologies, Inc.      Trade                   $70,244

Veritas Software              Trade                   $66,620

Northeast Optic               Trade                   $63,427
Network, Inc.

PSI Net                       Trade                   $57,800

Fox Sports Net NE             Trade                   $45,730

PricewaterhouseCoopers, LLP   Trade                   $40,700

Anicom, Inc.                  Trade                   $39,753

Ryder Transportation          Trade                   $39,335
Services

Diamond Lane Comm. Inc.       Trade                   $34,264


VORTEXMED.COM: Shuts Down Due To Lack Of Funds
----------------------------------------------
VortexMed.com, which raised $1.2 million in seed funding and
planned a network of web portals for medical specialists, shut
down over the weekend, according to LocalBusiness.com. The
Charlotte, N.C.-based company announced the closing on its main
web site. Founder and CEO Mark Gilreath said the company really
began winding down last fall when it was unable to raise
additional financing. "For all practical purposes, that happened
the last quarter of the year," he said. VortexMed.com raised $1.2
million in seed capital a year ago from private investors.

The company also had announced partnerships last May with
Nashville, Tenn.-based HealthStream Inc. and Lante Corp. of
Chicago. HealthStream was helping VortexMed develop web-based
continuing education programs. Lante was to provide web
development. Lante, which has been facing a slowdown in work from
dot-com clients, closed its Charlotte office last week. (ABI
World, February 7, 2001)


BOOK REVIEW: TRANSCONTINENTAL RAILWAY STRATEGY, 1869-1893:
              A Study of Businessmen
----------------------------------------------------------
Author:  Julius Grodinsky
Publisher:  Beard Books
List Price:  $34.95
Review by Gail Owens Hoelscher

Railroads were pioneers of the American frontier.  Union Pacific;
Central Pacific; Kansas and Pacific; Chicago, Rock Island and
Pacific; Chicago, Burlington and Quincy; Atchison, Topeka and
Santa Fe:  these names evoke boom times in America, the
excitement and tumult of seemingly limitless growth and
opportunity, frontiers to tame, fortunes to be made.  Railroads
opened up vast supplies of raw materials, agricultural products,
metals, and lumber. The public gain was incalculable:  job
creation, low-cost transportation, acceleration of westward
immigration, and settlement of the frontier.

The building of the western railway system in the United States
was described at the time as "one of the greatest industrial
feats in the world's history."  This book tells the story of the
trailblazers of the Western railway industry, men with a stalwart
willingness to take on extraordinary personal financial risk. As
a group, these initial railroad promoters were smart, bold,
tenacious, innovative, and fiercely competitive.  Some were
cautious with their and their investors' money, some reckless.
Most met with financial setbacks, some with total failure, some
time and time again.   They often sold out at great losses,
leaving their successors to derive the benefits later.

Bitter competition existed among these men. They fought to
position their "roads" in a limited number of mountain passes,
rivers, and valleys; and to chart routes which connected major
production areas with major consumption areas. They cajoled and
begged almost anyone for capital. They created and tried to
defend monopolies.  They bullied each other, invaded each other's
territories, and retaliated against each other.  They staged wage
wars.  They agreed not to compete with each other, and bought
each other out.

The book opens in May of 1869, just after the completion of the
first transcontinental route joining the Union Pacific Railroad
and the Central Pacific Railroad in Ogden, Utah. The companies'
long-term prospects were excellent, but right then they were
desperate for cash.  Union Pacific alone was more than $15
million in debt.  Additional financing was proving scarce.  By
1870, more than 40 railroads were floating bonds, "at almost any
price for ready cash," wrote one contemporary observer.  Still,
funds were raised and construction went on, both of
transcontinental lines and branch lines.

As railway lines in the West were built in relatively unsettled
areas, traffic was light and returns correspondingly low.  To
increase business, the companies found ways to encourage
population growth along their routes.  Much-needed funding came
from immigration services set up by the railways themselves.
Agricultural areas sprang up along the routes.  Sometimes volume
of traffic expanded too fast, and equipment shortages and
construction delays occurred.  Or, drought, recession, and low
agricultural prices meant more red ink.

This book takes the reader through the boom times and bust times
of the greatest growth of railways the world has ever seen. The
author uses a myriad of sources showing  painstaking and creative
research, including contemporary news accounts; railway company
financial records and archives; contemporary industry journals;
Congressional records; and personal papers, letters, memoirs and
biographies of the main players.  It's a good, solid read.

                           *********

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

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

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Aileen Quijano and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

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