TCR_Public/010214.MBX           T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, February 14, 2001, Vol. 5, No. 32


ACUSA.COM: Files Chapter 7 Petition in Tennessee
AMERICAN PAD: Seeks Fourth Extension of Exclusive Periods
ATHEY PRODUCTS: Auction and Final Sale Hearing Set for Feb. 20
BETHLEHEM STEEL: Selling Assets in Attempt to Raise $170,000,000

CORAM HEALTHCARE: Cerberus Debunks Equity Committee's Allegations
CROWN BOOKS: Files "Chapter 22" Case in Wilmington
CROWN BOOKS: Case Summary & 20 Largest Unsecured Creditors
DRYPERS CORP.: Final Sale Hearing Set for February 20
DRYPERS CORP: Seeks Court's Nod To Extend Exclusive Periods

EINSTEIN/NOAH: Inks $167 Million Sale Agreement with Private Fund
FRUIT OF THE LOOM: Assumes Wood Fuel Supply Agreement With ECON
GARDEN BOTANIKA: Retains Buxbaum Group as Liquidation Manager
HARNISCHFEGER INDUSTRIES: Hires RDI for Coal Pricing Expertise
HIT OR MISS: Has Until May 16 To Assume and Reject Leases

IMPERIAL SUGAR: Obtains Court Approval For $85MM DIP Facility
INTEGRATED HEALTH: Stay Modified for Auto Accident Litigant
LECHTERS INC.: To Close 166 Stores & Cut 30% Of Work Force
LERNOUT & HAUSPIE: Parties Challenge Need for DIP Financing

LOEWS CINEPLEX: Debt Restructuring Talks Move Forward
LTV CORPORATION: Honoring Prepetition Customer Obligations
LUCENT TECHNOLOGIES: Moody's Cuts Long Term Ratings To Baa3
MARINER POST-ACUTE: Living Center Renews Lease For Brian Center
NATIX PLC: Moody's Downgrades Mezzanine Class Of Securities

OLAN ENTERPRISES: Moody's Lowers Two Classes Of Securities
ORBCOMM GLOBAL: Wants More Time to Make Lease-Related Decisions
OUTBOARD MARINE: Court Approves $95MM Sale To Bombardier & JTC
PARACELSUS HEALTHCARE: Confirmation Hearing Continued to Mar. 2

RELIANCE GROUP: Icahn Extends Offer & Waives Certain Conditions
SAFETY-KLEEN: Renews United Healthcare Employee Benefit Plan
SUPERIOR BANK: Fitch Cuts Long Term Rating To BB-
VENCOR INC.: Settles SERP and Other Claims with Earl Reed
VENTURI TECHNOLOGIES: Files for Chapter 11 Protection in Texas

VLASIC FOODS: Court Okays Continued Use of Cash Management System

* Meetings, Conferences and Seminars


ACUSA.COM: Files Chapter 7 Petition in Tennessee
------------------------------------------------, the Oak Ridge, Tenn.-based company which promised to
bring the world of lucrative online auctions to nonprofits, has
filed for chapter 7 bankruptcy, according to Knight Ridder. The
company operated, an Internet company designed
to sell fundraising and other business services to nonprofit
organizations. According to bankruptcy documents filed this week
in the U.S. Bankruptcy Court in Knoxville, Tenn., ACUSA currently
has $23,000 in assets and about $7.8 million in liabilities. The
company will liquidate its assets and permanently close its

The company's board of directors decided to file for bankruptcy
late last year and sent a letter to its shareholders saying ACUSA
could not continue to operate without a significant round of
financing. According to the letter, a promised $30 million
investment from New York-based Domain Ventures never
materialized. The letter also said that the company is
investigating its legal options against Domain Ventures for not
delivering the promised financing. The bankruptcy follows a
series of lawsuits against ACUSA by one creditor, and employees
and shareholders of the company. (ABI World, February 12, 2001)

AMERICAN PAD: Seeks Fourth Extension of Exclusive Periods
For the fourth time, American Pad & Paper Co. will ask the court
to extend the exclusive periods within which it can file a
reorganization plan and solicit plan acceptances. A hearing is
scheduled for Thursday. U.S. Bankruptcy Judge Roderick R.
McKelvie granted a bridge order, extending the expired exclusive
period until the hearing. American Pad seeks an extension until
April 30 to file its plan and until June 30 to solicit
acceptances of the plan. (ABI World, February 12, 2001)

ATHEY PRODUCTS: Auction and Final Sale Hearing Set for Feb. 20
Athey Products Corporation (OTC Bulletin Board: ATPCQ) a
manufacturer of street sweeping and material handling equipment,
filed a voluntary petition for relief pursuant to Chapter 11 of
the bankruptcy code with the U.S. Bankruptcy Court for the
Eastern District, Raleigh Division, on December 8, 2000. The
company proposes to sell substantially all of its assets to Alamo
Group (NC) Inc. for $11 million in cash (subject to contractual
adjustments as applicable) and the assumption by Alamo of certain
obligations including existing sale agreements to its customers,
warranties and dealer agreements.

On February 9, 2001, upon motion of Athey, the Court approved a
sale process which included an overbid fee of $200,000 in the
event Alamo is not the successful purchaser of Athey's assets,
approved an overbid (auction) procedure, and scheduled an auction
on February 20, 2001 in the event overbids are received. A final
hearing for approval of the sale of assets also was set for
February 20. In addition, the Court approved certain operational
cash expenditures, and scheduled other pending motions for

BETHLEHEM STEEL: Selling Assets in Attempt to Raise $170,000,000
Bethlehem Steel Corporation, one of the top steelmakers in the
U.S., is selling marginal assets worth up to $170 million in
order to raise cash and keep its creditors at bay, TheDeal.Com

Bethlehem plans to sell for between $150 million and $170 million
its interest in Hibbing Taconite, a Hibbing, Minn., plant that
produces 8.3 million tons annually of iron ore pellets, making it
the U.S.'s largest iron ore supplier. Also, according to the
Deal.Com, the company is selling Switch and Terminal Railroad,
also known as the South Buffalo. The railroad, established in
1899 and operating 59 miles of track in and around Lackawanna,
N.Y., serves the local Bethlehem mill as well as a Ford Motor Co.
stamping plant and other transloading customers.

Bethlehem's 5% interest in MBR, a Brazilian iron ore supplier, is
also up for sale.

Analyst Randy Cousins disclosed that Anglo America plc of London,
BHP Ltd. of Melbourne, Australia, Caemi Mineracao e Metallurgia
SA of Rio de Janeiro and Rio Tinto plc of London have all
signaled interest for Bethlehem's 70% share of iron ore maker
Hibbing Taconite.

J.P. Morgan Chase & Co. is advising Bethlehem on the Hibbing
Taconite sale.

Last year, Bethlehem has already sold other units including
Manufacturers Water Co. and its interest in limestone producer
Presque Isle Corp.

According to the Deal.Com, the proceeds of the sale will allow
Bethlehem to return to its core steel business and to keep its
creditors at bay. Federal filings reveal that as of Dec. 31,
Bethlehem posted $927.2 million in current liabilities and had
$798 million in long-term debt. The company's liquidity at the
time was pegged at $315 million compared to $334 million a year

For the past year, Bethlehem lost $159.1 million on sales of
almost $4.2 billion while its shipments declined 4% year over
year and average selling prices dipped 8%, TheDeal.Com reports.

-----------------------------------------------------, an Internet marketing and content distribution
company, was awarded the radio assets of
Inc. as the result of an auction conducted as part of a chapter
11 bankruptcy proceeding, according to a company press release.
SurferNETWORK also completed its acquisition of the radio assets

SurferNETWORK and BroadcastAMERICA initially intended to combine
the two companies, pending BroadcastAMERICA successfully exiting
chapter 11. Neither company was able to raise more than the
initial $1 million, however, loaned to BroadcastAMERICA by a
SurferNETWORK investor. In December, BroadcastAMERICA laid off
all of its employees and its communication providers shut down
services to BroadcastAMERICA's 300 streaming-radio stations. In
January, BroadcastAMERICA, based in Portland, Ore., proposed to
the bankruptcy court that it auction off all of its assets.
SurferNETWORK won the bid for those assets. (ABI World, February
12, 2001)

CORAM HEALTHCARE: Cerberus Debunks Equity Committee's Allegations
In response to the Coram Healthcare Corporation (OTCBB:CRHEQ)
Official Equity Committee's motion in the U.S Bankruptcy Court
for the District of Delaware for authority to sue one of its
largest debtholders, Cerberus Partners, L.P., Cerberus'
principal, Stephen A. Feinberg and Coram's President and CEO
Daniel Crowley, Mr. Feinberg said that the Committee's motion,
and attendant press release, "reflect its intent to litigate in
the press and attempt to extract value from debtholders for the
benefit of well-heeled out-of-the money equity holders. We
believe that certain equity holders who are driving the actions
of the Equity Committee and its counsel purchased their equity
securities after Coram's financial difficulties were well-known,
with full knowledge of their lack of value and for the purpose of
attempting to obtain value by resorting to aggressive litigation

"The Equity Committee's proposed complaint is replete with
misstatements and omissions and irresponsibly ignores the
extensive factual record made before the Bankruptcy Court. While
the Bankruptcy Court declined to confirm Coram's initial plan of
reorganization until it could address the question of whether the
relationship between Cerberus and Mr. Crowley had any effect on
Coram, the Court nevertheless confirmed that, even using the
valuation proffered by the Equity Committee's expert, Coram is
insolvent. The Equity Committee's draft complaint is devoid of
any factual support for its allegations that Cerberus and
Feinberg used Crowley to control Coram for their own benefit. The
equity security holders were in no way harmed by any actions of
Cerberus, members of the Board or Management. The Equity
Committee's press release and draft complaint also ignore the
fact that Coram's financial operations improved significantly
under Mr. Crowley's stewardship."

"The Equity Committee's allegations that Coram and its Board
failed to preserve stockholders' value are also false. The
evidence is clear that before, during and after Dan Crowley's
assumption of his role as consultant to Coram and thereafter as
its CEO, the equity was underwater. The Equity Committee's
assertion that Coram's CPS unit was sold 'far below' the value
estimated by Coram's investment banker likewise ignores the plain
and undisputed fact that the unit was widely shopped and yielded
nearly $7 million more in value, and $16 million more in cash,
than the best offer received by Coram's bankers, largely as a
result of the efforts of Mr. Crowley."

"It is noteworthy that the debtholders had communicated to both
the Equity Committee and persons believed to be affiliated with
members of the Equity Committee an offer affording them the
opportunity to buy the debt at a discount of over $60 million to
allow them to capture the 'upside' that they allege Cerberus and
the other debtholders were attempting to keep for themselves. The
fact that this offer was refused speaks volumes and confirms that
they place no value on the equity."

"Cerberus and the other debtholders remained fully committed to
support Mr. Crowley and his efforts to complete the
reorganization of Coram so that it can continue as a viable and
important player in the home infusion care business. In fact,
Cerberus and the other debtholders have taken the unprecedented
step to converting over $120 million of their debt to preferred
equity in advance of Coram's emergence from bankruptcy to ensure
that Coram can satisfy certain regulatory requirements. In
addition, we fully support the motion of the independent board
members to retain Harrison J. Goldin to review the process
leading to the commencement of Coram's chapter 11 case and all
related matters, and we will cooperate fully with Coram, the
independent board and Mr. Goldin."

CROWN BOOKS: Files "Chapter 22" Case in Wilmington
Crown Books, a leading retailer of discount books, filed a
voluntary petition for relief under Chapter 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

"The negative retailing environment of the past year,
particularly the weak holiday season, has had a significant
impact on Crown's business and the progress of our turnaround
program," said Charles R. Cumello, President and CEO. " The
filing comes after a thorough review of our operations which led
us to the conclusion that it is in the best interest of all of
Crown's stakeholders to seek Chapter 11 protection. We will
continue to conduct an extensive exploration of options to
continue our business."

Crown recently announced the closing of 28 underperforming stores
affecting 450 full and part-time employees.

Crown is the largest discount book retailer in the country and
also sells book-related and gift items. The Company has 90 stores
located in five major metropolitan areas: Washington, DC,
Chicago, San Francisco, Los Angeles and San Diego. Crown is known
for its policy of "every book discounted every day." Crown has
1,500 employees and has annual sales of approximately $180

CROWN BOOKS: Case Summary & 20 Largest Unsecured Creditors
Debtor: Crown Books Corporation
         1601 McCormick Drive
         Largo, MD 20784

Type of Business: The company is a discount retailer specializing
in the sale of books and book-related products.

Chapter 11 Petition Date: February 12, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-00407

Judge: Hon. Mary F. Walrath

Debtors' Counsel: Mark Minuti, Esq.
                   Saul Ewing LLP
                   222 Delaware Ave, Suite 1200
                   Wilmington, DE 19899
                   (302) 421-6840

Total Assets: $75,173,120

Total Liabilities: $58,864, 894

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Koen Book Distributors        Trade               $2,550,208
Tony Gangemi
10 Twosome Drive
PO Box 600
Moorestown, NJ 08057

Ingram Book Co.               Trade               $1,500,000
Pete Stringer
One Ingram Blvd.
La Vergne, TN 37086
800-937-8100 X2832

Random House Inc.             Trade               $1,014,198
Art Palaia
400 Hahn Road
Westminster, MD 2157

Harper Collins 1000           Trade                 $885,608
John Seeley
Keystone Indust Park
Attn: Judy Schmidt
Scranton, PA 18512

Hungry Minds                  Trade                 $523,128
Rich Yenneall
10475 Crosspoint Blvd.
Indianapolis, IN 46506

Curtis Circulation            Trade                 $520,661
Lynn Probst
2500 McClellan Avenue
Pennsauken, NJ 08109

Simon & Schuster              Trade                 $517,972
John Cotter
100 Front Street
Attn: Michael Fenning
Riverside, NJ 08075

Von Holtzbrinck               Trade                 $498,861
George Belgrave
Publishing Services
16365 James Madison Hwy
Gordonsville, VA 22942

Time Warner Trade Publ        Trade                 $359,486
Three Center Plaza
Boston, MA 02108-2084
c/o Customer Service

Int'l Periodical Distr        Trade                 $277,891
Carol Robinson
674 Via Da La Valley
Suite 204
Solana Beach, CA 92075

Workman Publishing Co         Trade                 $225,365

Bookazine Co Inc              Trade                 $221,457

Publisher Group West          Trade                 $211,105

DK Publishing                 Trade                 $207,972

Eastern News                  Trade                 $176,980

Playmore Inc. Publishers      Trade                 $156,684

Book Club Of America          Trade                 $147,044

Ingram Periodicals            Trade                 $122,500

Advanced Marketing            Trade                 $120,934

Friedman/Fairfax              Trade                 $118,305

DRYPERS CORP.: Final Sale Hearing Set for February 20
The end is getting near for Drypers Corp.  Friday marked the
deadline for bidders to submit offers to buy all or part of the
Houston-based company, which has been mired in chapter 11
protection since October, according to Knight Ridder. Drypers
officials expect eight or more companies to bid, but Chief
Financial Officer Brian Fontana declined to identify any suitors
or speculate about the price.

Two diaper makers that have gone public with their desire to buy
Drypers include Georgia-based Paragon Trade Brands and a Hong
Kong company called DSG International. The bidders can make
offers to buy all of the company or segments.

The bidding process was started yesterday (Tuesday) at an auction
in Houston and is expected to conclude sometime today. No deal
will be final until U.S. Bankruptcy Court Judge William Greendyke
approves it in a hearing on Feb. 20. While the bidding will
probably mean the end of Drypers as an independent company, the
brand name is expected to survive. (ABI World, February 12, 2001)

DRYPERS CORP: Seeks Court's Nod To Extend Exclusive Periods
Drypers Corporation sought a 90-day extension of the plan
proposal period and solicitation period. If the requested relief
is granted, the extended plan proposal period would expire on May
8, 2001, and the extended solicitation period would expire on
July 7, 2001.  A hearing will be conducted on this matter on
February 28, 2001 at 3:00 PM before the Honorable William R.
Greendyke, Courtroom 403, 515 Rusk Street, Houston, Texas.

The debtor asserts that this case has only been pending for four
months, and therefore is still in the nascent stages. Drypers
seeks the requested extensions to allow it sufficient time to
consummate a sale or other transfer of the business.

Proposed attorneys for the debtor is the law firm of Haynes and
Boone, LLP, Houston, Texas.

EINSTEIN/NOAH: Inks $167 Million Sale Agreement with Private Fund
Einstein/Noah Bagel Corp. is seeking bankruptcy court approval of
the sale of substantially all of the assets of the Company and
its majority-owned subsidiary, Einstein/Noah Bagel Partners,
L.P., to an affiliate of Three Cities Fund III, L.P., a New York-
based private equity firm, principally engaged in investing in
securities selected by its investment committee. The Three Cities
affiliate, ENB Acquisition LLC, has agreed to pay $167.7 million
for the assets of the two companies, consisting of $145 million
in cash and the assumption of $22.7 million in liabilities.

The sale agreement, which has been approved by the boards of
directors of both companies, is subject to approval of the
federal bankruptcy court in Phoenix, Arizona, where the
companies' Chapter 11 cases are pending. The motion for approval
of the sale was filed with the bankruptcy court today. If
approved, the sale will be completed through procedures under
Section 363 of the U.S. Bankruptcy Code.

The companies filed a plan of reorganization soon after filing
Chapter 11 petitions in April 2000. The companies solicited
creditor approval of the plan beginning in August 2000 and
commenced a confirmation hearing in September 2000. The plan has
been subject to objections by significant stakeholders. The
Company indicated that, pending approval of the Three Cities
deal, it did not intend to continue confirmation hearings on the

"After exploring various alternatives, including continuing to
pursue the previously filed plan, the companies' boards concluded
that the Three Cities deal was in the best interests of the
companies' stakeholders," said Robert M. Hartnett, Chairman and
Chief Executive Officer of Einstein/Noah Bagel Corp. "The boards
concluded that the sale provides fair value in cash to
stakeholders. In addition, management believes that under Three
Cities' ownership, the business will be able to emerge from
Chapter 11 with access to the financial resources needed to
pursue its growth objectives."

A hearing to consider bidding procedures and related matters is
set for February 26, 2001. The Company expects that the hearing
date for final approval of the sale will be set at the February
26 hearing.

Currently, Einstein/Noah Bagel Corp., through Bagel Partners,
operates 461 retail bagel stores in 29 states and the District of
Columbia operating under the Einstein Bros. and Noah's New York
Bagels brand names. Einstein Bros. and Noah's stores are unique
bagel cafes and bakeries featuring fresh-baked bagels, a variety
of cream cheese spreads, specialty coffee drinks, soups,
sandwiches and salads.

FRUIT OF THE LOOM: Assumes Wood Fuel Supply Agreement With ECON
ECON Co. is the exclusive supplier of wood fuel to Rabun Apparel.
ECON Co., located in Alexander City, Alabama, is a partnership
between Energy Research Inc., and Industrial Energy Inc. The
partnership is a supplier of sawdust, bark, shavings, chips and
wood materials used to fuel Rabun Apparel's wood-fired boiler

Rabun Apparel, a subsidiary of Fruit of the Loom, Ltd. sought and
obtained permission from Judge Walsh to assume a 1996 fuel supply
agreement with ECON Co. ECON vice president William E. Davenport
and Rabun vice president of manufacturing, Willie Turner, signed
the agreement. It ensures Rabun's access to a reliable supply of
wood fuel to operate its boiler, which is essential to
operations. A dependable supply of wood fuel avoids costly and
unnecessary production shutdowns and allows Rabun to manage its
energy costs. The absence of a readily available fuel supply
would negatively impact the overall manufacturing process.

The agreement constitutes an executory contract because
performance obligations remain on both sides. In accordance with
section 365(b), Rabun will make any payments required to cure
defaults under the agreement. ECON and Rabun have agreed to a
cure payment of $59,444.37. It consists of unpaid invoices for
wood fuel delivered prior to the petition date. There are no
amounts due and unpaid for ECON services provided after the
petition date. Price for the wood fuel is based on its moisture
content, with higher levels of moisture content costing less.
(Fruit of the Loom Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

GARDEN BOTANIKA: Retains Buxbaum Group as Liquidation Manager
The Federal Bankruptcy Court here has approved the retention of
Buxbaum Group to be the liquidation manager for Garden Botanika,
which has been operating under Chapter 11 bankruptcy protection.
Buxbaum Group, based in Encino, CA, will be exploring strategic
options for the Redmond, WA-headquartered retailer, which
previously put itself on the selling block. "Our role is to
manage and expedite the process, seeing it all the way through
until the final distribution to creditors," explained David
Ellis, chief operating officer of Buxbaum Group.

The chain filed for Chapter 11 bankruptcy protection on April 20,
1999, listing assets of $17.9 million and liabilities of $8.1
million. At its peak, Garden Botanika operated 280 stores.
Buxbaum Group provides inventory evaluations, turnaround and
crisis management and other consulting assignments for banks and
other financial institutions with retail, wholesale/distribution
and consumer product-manufacturing clients. In addition, the firm
provides liquidation services on consumer product inventories,
and machinery and equipment, and buys and sells consumer product

HARNISCHFEGER INDUSTRIES: Hires RDI for Coal Pricing Expertise
Harnischfeger Industries, Inc. sought the Court's authority for
the employment and retention of Resource Data International, Inc.
(RDI), a Trademark of Financial Times Energy, as an expert in
connection with confirmation of the Plan, effective as of January
21, 2001.

The services pursuant to this requested employment will include,
but are not limited to, litigation, consulting and/or expert
testimony in connection with confirmation of the Plan. The
Debtors represent that such services are necessary to enable them
to maximize the value of their estates and to reorganize

Specifically, the Debtors advised that they require RDI's
services to evaluate the Debtors' business plan as it pertains to
existing and future trends in the U.S. coal market. The Debtors
submit that RDI is highly regarded for its expertise in
conducting analyses of past, current, and future trends in the
coal industry. The Debtors believe that RDI is well- qualified
and able to provide the Services required in a cost-effective,
efficient, and timely manner.

Harnischfeger needs RDI's expertise to debunk its Equity
Committee's claim that total enterprise value exceeds the
company's total debt load.  The Equity Committee argues that the
future of coal pricing and production delivers greater value that
the Debtors and their creditors have overlooked.

If the application is approved by the Court, RDI will be paid in
accordance with sections 105(a) and 331 of the Bankruptcy Code,
and the Interim Compensation Procedures pursuant to the Court's
order governing the Reimbursement of Expenses of Professionals.

The Debtors submitted that the compensation arrangement provided
for in the Agreement is consistent with and typical of
arrangements entered into by RDI and other firms with respect to
acting as an expert for clients such as the Debtors.

The Debtors represent, and Mr. Mark T. Morey of RDI stated in his
affidavit, that RDI is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code although, with the
numerous connections that the Debtors have, RDI has represented,
currently represents and is likely in the future to represent, be
associated with or have connections with creditors,
professionals, equity holders and other parties-in-interest of
the Debtors and their professionals in matters unrelated to the
matters for which RDI is to be engaged. (Harnischfeger Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-

HIT OR MISS: Has Until May 16 To Assume and Reject Leases
By order entered January 30, 2001, by the Honorable Novalyn L.
Winfield, US Bankruptcy Court, District of New Jersey, the
debtor, Hit or Miss, Inc. shall have until May 16, 2001 to assume
or reject all unexpired leases of nonresidential real property
that the debtor has not rejected to date.

The debtor is obligated to pay "stub" rent for the month of
November, 2000 to objecting landlords in Owing Mills, MD, Austin,
TX, Philadelphia, PA, Montclair, NJ, Middletown, NJ, Huntingdon
Valley, PA, Philadelphia, PA, Norwood, MA and New York, NY
(showrooms), Crystal Lake IL, Hermitage, TN, Redord Twp, MMI,
Kansas City, MO, New York, NY and Washington, Township, NJ.

By order entered on January 31, 2001, by the U.S. Bankruptcy
Court, District of Delaware, ICG Communications, Inc. et al. was
authorized to employ and retain KPMG LLP as their accountants,
auditors and tax advisors, nunc pro tunc, to November 14, 2000.

IMPERIAL SUGAR: Obtains Court Approval For $85MM DIP Facility
Prior to the Petition Date, Imperial Sugar Company's operations
were partially funded by loans made under the credit facilities
included in a 1997 Amended and Restated Credit Agreement. These
loans were made to Imperial Sugar Company by several lenders from
time to time party to the Credit Agreement, and Harris Trust &
Savings Bank, as agent. These credit facilities include (i) two
tranches of term loan facilities, denoted Tranche A and Tranche
B; and (ii) a revolving line which includes a swing line and
letters of credit which are subject to a maximum commitment.

The Debtors asked Judge Robinson for permission to borrow
$30,000,000 under the DIP Facility immediately. The Debtors told
Judge Robinson that, although the Securitization Facility
provides some liquidity, this facility alone is not intended to
provide, and will not provide, sufficient liquidity and funding
for the Debtors through the consummation of the reorganization
process. The Debtors assured Judge Robinson that the DIP Credit
Facility is needed to supplement the Securitization Facility.

As a consequence of the factors requiring the commencement of
these Chapter 11 cases, the Debtors have insufficient cash to
meet ongoing obligations necessary to operate their businesses.
Specifically, without additional financing and the use of cash
collateral, the Debtors cannot purchase raw sugar and sugar
beets, cannot purchase other raw materials,, such as salt,
pepper, aspartame, and plastic cutlery for the foodservice
division, cannot purchase packaging materials, cannot pay freight
charges to ship product to customers, and cannot obtain services
needed to maintain business operations, nor can the Debtors pay
the wages, salaries, rent, utilities, and other expenses
associated with operating their business. In sum, the Debtors
plead, without the use of cash collateral and the additional
debtor-in-possession financing, supplemented by the
Securitization Facility, the Debtors' cash flow will not support
continued operations.

            Summary of Terms of DIP Facility and Stipulation

      Borrower. Imperial Sugar Company.

      Guarantors. Each of Imperial's direct and indirect domestic
subsidiaries, other than the bankruptcy-remote special purpose
entity to which Imperial sold its receivables.

      Lenders. The several banks and other financial institutions
or entities from time to time parties to the Credit Agreement,
with Harris Trust & Savings Bank as collateral agent and
administrative agent.

      Maturity Date. The earliest to occur of (i) August 31, 2001,
(ii) the date that a plan of reorganization confirmed by an order
of the Bankruptcy Court becomes effective under the plan's terms;
(iii) the date on which the Bankruptcy Court grants the Lenders
or the prepetition Lenders relief from the automatic stay as to
the collateral or the prepetition collateral after the occurrence
of an Event of Default and the expiration of any applicable cure
period, and after two days' notice by the Agent to the Borrower
of such an Event of Default; or (iv) the Termination Date.

      Termination Date. The earliest to occur of (i) August 31,
2001; (ii) Maturity Date, and (iii) the date the DIP Lenders
terminate the DIP Credit commitment because of an Event of

      DIP Commitment and Incremental DIP Commitment. The amount,
up to $50,000,000, plus an additional amount up to $35,000,000 as
Incremental DIP financing until March 31, 2001, for a total of
$85,000,000, limited to expenses set out in a budget approved by
the DIP Lenders. Once all conditions precedent have been
satisfied, and conditioned upon judicial approval and full
execution of all documents, the maximum commitment under this
facility shall increase to (x) the positive difference between
the prepetition maximum revolving commitment amount, less the
aggregate principal amount of the prepetition revolving loans
including swing loans to be refunded) outstanding on the Petition
Date, plus (y) any paydown of the prepetition revolving loans
(other than asset sales, condemnation and casualty proceeds)
which are permitted to be reborrowed, plus the Incremental DIP
Commitment subject to voluntary and mandatory reductions.

      Form of Borrowing. Up to $30,000,000 of the DIP Maximum
Commitment Amount will be available in the form of letters of
credit and whatever is not used for the letters of credit will be
available up to the DIP Commitment Amount will be available in
the form of a revolving credit line, the credit exposure under
the letters of credit and the revolving credit line to be shared
ratably by the DIP Lenders as under the Pre-Petition Credit
Agreement, and up to $25,000,000 of the DIP Maximum Commitment
Amount shall be available for swing line loans to be made by
HTSB. Any swing line loan, after being outstanding for five
business days, shall, at the request of the lender, be refunded
ratably by the DIP Lenders through revolving loans. Letters of
credit must expire no later than August 31, 2001 and any letters
of credit which expire later than August 31, 2001 must be fully
cash-collateralized by cash held and otherwise under the
exclusive control of the DIP Agent.

      Purpose. The DIP Credit Facility (the DIP Maximum Commitment
Amount plus Incremental DIP Commitment) shall be available solely
for (a) payment of approved expenses detailed in a budget,
including budgeted Costs of Reorganization, (b) loans to fund
drawing under the letters of credit, (c) loans to cash
collateralize the letters of credit, (d) loans to pay interest
and fees on the DIP Loans and Pre-Petition Loans, and (e) loans
for the payment of fees and interest on, and professional fees
of, the DIP Lenders and the Pre-Petition Credit and the Pre-
Petition Loans.

      Fees. The following fees are charged by the DIP Lenders:

        (i) Facility Fee. A fee of 1% of the Incremental DIP
            Commitment, and 1% of the DIP Maximum Commitment
            Amount, payable to the DIP Agent for the ratable
            account of the DIP Lenders upon the Interim Financing

       (ii) DIP Agent's Fee. A fee, in an amount agreed to by the
            Company and the Agent, payable to the DIP Agent upon
            the entry of the Interim Financing Order; and

      (iii) Commitment Fee. A fee of .65% per annum on the unused
            available DIP Maximum Commitment Amount and the
            Incremental DIP Commitment, payable monthly in arrears
            to the DIP Agent for the ratable account of the DIP

      Interest Rate/Payments. The DIP Agent's prime commercial
rate plus 2.5% per annum (floating) for loans under the DIP
Maximum Commitment Amount and 2.75% per annum (floating) on loans
under the Incremental DIP Commitment, payable monthly in arrears.
Default rate of interest shall equal the DIP Agent's prime rate
plus 4.5% per annum (floating) for loans under the DIP Commitment
Amount and 4.75% per annum (floating) for loans under the
Incremental Dip Commitment. Interest shall be calculated on the
basis of a year of 365 days for the actual number of days

      Letter of Credit Fee. Three percent on the average daily
amount of outstanding letters of credit, payable monthly in
arrears to the DIP Agent for the ratable account of the DIP
Lenders. The DIP Agent's standard letter of credit transaction
charges shall also be payable.

      Mandatory Prepayments and Reduction of the DIP Commitment
Amount and Incremental DIP Commitment. To the extent that any
sales of assets (in the amount in excess of $100,000 in the
aggregate) occur prior to the Termination Date outside the
ordinary course of business (none to occur without Bankruptcy
Court approval and with the DIP Lenders and the Pre-Petition
Lenders reserving all rights to object to any such sale) or
casualty and condemnation (in excess of $250,000), the net
proceeds thereof must be paid to the DIP Agent for the account of
the DIP Lenders and the Pre-Petition Revolving Lenders for
application to the Pre-Petition Revolving Loans and the DIP
Credit. Prior to the Termination Date, the net proceeds of asset
sales out of the ordinary course of business shall be applied as
follows: (i) first 85% of the net proceeds of sale of assets
after March 31, 2001 shall be applied as a permanent paydown and
15% of the net proceeds of asset sales may be applied as a
temporary paydown of the DIP Credit, and (ii) second to the Pre-
Petition Revolving Loans of the DIP Lenders. Proceeds of sales
of assets prior to March 31, 2001 shall be held by the DIP Agent
until March 31, 2001 and shall be applied as set forth above.

      Priority. All amounts owing by the Borrower under the DIP
Credit Facility and by the Guarantors in respect thereof at all
times will constitute allowed superpriority administrative
expense claims in the Debtors' Chapter 11 cases, having priority
in right of payment over any and all other obligations,
liabilities and indebtedness of the Debtors, now in existence or
hereafter incurred by the Debtors and over any and all
administrative expenses or priority claims of any kind, whether
arising in the Debtors' Chapter 11 Cases or in any superseding
Chapter 7 cases, subject only to, following the occurrence and
during the pendency of a Carve-Out Event, the payment of allowed
professional fees and disbursements incurred prior to the
Termination Date by the professionals retained prior to the
Termination Date by the Debtors and any statutory committees
appointed in the Chapter 11 cases, quarterly fees required to be
paid to the United States Trustee, and any fees payable to the
Clerk of the Bankruptcy Court and any agent thereof in an
aggregate amount not to exceed $3,000,000 plus fees and expenses
incurred prior to a Carve-Out Event but not yet paid to the
extent such fees and expenses authorized to be paid under
Bankruptcy Court. Prior to the Termination Date, the Debtors
shall be permitted to pay compensation and reimbursement of
expenses authorized to be paid or otherwise through an order of
the Bankruptcy Court, as the same may be due and payable, and
such payments shall not reduce the Carve-Out subject to the DIP
Lenders and the prepetition Lenders right to object to such fees.

      Security. The DIP Credit Facility shall be secured by
perfected first priority liens, mortgages and security interests,
superior to all other creditors of the Debtors' estates in and to
all of the Debtors' presently owned or hereafter acquired
property and assets, whether such property and assets were
acquired by the Debtors before or after the Petition Date of any
kind or nature, whether real or personal, tangible or intangible,
wherever located, but including, without limitation: other
accounts, inventory, equipment, cash, cash equivalents, general
intangibles (including intellectual property, trademarks, trade
names, interests in partnerships and joint ventures and
bankruptcy-related causes of action which include causes of
action for avoidance and recovery under the Bankruptcy Code and
securities, and proceeds thereof, excluding only (i) all assets
of the SPV and the Receivables and Related Security sold to the
SPV, and (ii) certain foreign subsidiaries, subject only to the
Carve Out and certain liens under the Post-Petition Credit

      Replacement Liens. As adequate protection for the use of
cash collateral, the prepetition Lenders shall be granted a
postpetition replacement lien for and to the extent of the use of
prepetition collateral and proceeds thereof and any post-petition
diminution in the value of the prepetition collateral,
subordinate only to the liens granted to the DIP Lenders to
secure the DIP Loans, the Commodity Credit Corporation, and
certain other liens to the extent agreed to by the DIP Lenders to
secure the prepetition loans. The lenders under the prepetition
Credit Agreement shall share such liens and collateral in the
same priority as they did prepetition.

Upon consideration, Judge Robinson entered an Interim Financing
Order approving the DIP Credit Facility, subject to consideration
and entry of a final order at a later date. (Imperial Sugar
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

INTEGRATED HEALTH: Stay Modified for Auto Accident Litigant
Claimant Mary Short has alleged that, on or about August 21,
1998, the car in which she was driving was struck in the rear by
a vehicle owned by Maine Head Trauma Center, Inc., which is a
subsidiary of Integrated Health Services, Inc. and is one of
the Debtors. The vehicle was operated by Allyn Zanchi who was
allegedly an employee of MHTCI and was operating within the scope
of his employment at the time of the accident.

For auto claims arising in 1998, the Debtors have an insurance
policy with Reliance which provides primary bodily injury
coverage of $1,000,000 per occurrence with no annual aggregate.
The 1998 Reliance Policy is supported by additional insurance
policies which provide over $50,000,000 of excess coverage. The
1998 Reliance Policy requires the Debtors to pay a deductible of
$250,000 per occurrence. However, if the Debtors are unable to
satisfy any portion of the Deductible, the 1998 Reliance Policy
requires Reliance to make such payment(s) up to the policy

As security for the Debtors' obligations under the 1998 Reliance
Policy, the Debtors have provided Reliance with over $15,000,000
of collateral currently held as cash, letters of credit and
surety bonds. Upon information and belief, Reliance has drawn
down on certain letters of credit provided to them by the
Debtors, but have yet to use any proceeds from these for the
payment of defense costs or claims.

Reliance has recourse to the Collateral for payment of the
Deductible and the Debtors need not expend estate funds to
satisfy such obligations. To the extent that Reliance is required
to pay defense costs and/or claims which, in the aggregate,
exceed the value of the Collateral, Reliance will have a general
unsecured claim in the amount of the Excess Payments, to be
administered in the Debtors' Chapter 11 cases.

The Debtors believe that their automobile liability insurance
coverage for 1998 is enough for any recovery by the Claimant
without materially diminishing the amount of coverage available
to satisfy other claims.

Moreover, the Debtors note that the Auto Claim involves a single
debtor and any related litigation is not likely to distract
Debtors' management from their responsibilities in connection
with the administration of the Chapter 11 cases, or interfere
with the Debtors' ability to reorganize.

Therefore, the Debtors believe that the automatic stay should be
modified to permit the parties to proceed to arbitration and to
allow the Claimant, if and when an arbitration determination is
entered in her favor, to recover from available insurance
proceeds. With regard to any portion of the Claimant's liquidated
claim in excess of available insurance proceeds, the Debtors
assert that the automatic stay should stay in effect, and the
Claimant's claims, if any, should be administered as general
unsecured claims in the IHS Chapter 11 cases.

At the Debtors' behest, the Court granted the motion for
modification of the automatic stay for the limited purpose of
permitting Ms. Short to commence an arbitration proceeding in
connection with the auto accident in which she is seeking to
collect against proceeds of the Debtors' 1998 automobile
insurance policy with Reliance National Indemnity Co. The Debtors
make it clear that nothing in the Motion shall be deemed an
agreement by them to provide assistance to or cooperate with the
Claimant in any way in its efforts to secure payment against any
available insurance proceeds, and nothing in the Motion shall be
deemed a waiver of the Debtors' right to object to the amount or
priority of any claim asserted by the Claimant or the Debtors'
insurers. (Integrated Health Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

LECHTERS INC.: To Close 166 Stores & Cut 30% Of Work Force
Housewares retailer Lechters Inc. on Friday said it plans to
close 166 stores, cut its work force by 30 percent and switch its
focus to sales of higher-quality kitchen products in a drive to
return to profitability, according to Reuters. Lechters said as
part of the restructuring, it will take charges of between $36
million and $40 million in the fourth quarter that ended in
January, and an additional $4 million in the year ending January
2002 to cover employee termination costs. The closings will leave
the Harrison, N.J.-based retailer with 241 Lechters and 83 Famous
Brand Housewares Outlet stores, the company said. It said it
would eliminate 725 jobs.

The company said most Lechters stores would continue to operate
under the Lechters store brand, while the remaining stores will
be migrated to the retailer's new "thinkkitchen" brand. Up to six
current Lechters locations will be completely renovated and
converted to thinkkitchen stores by June. Lechters said it has
amended its credit agreement with Fleet Retail Finance Inc. and
Back Bay Capital Funding to provide an aggregate $85 million. The
company said it is required by Aug. 15 to obtain each bank's
consent on the replacement or restructuring of the obligations
reflected in its 5 percent notes due Sept. 27. (ABI World,
February 12, 2001)

LERNOUT & HAUSPIE: Parties Challenge Need for DIP Financing
Janet Baker and James Baker, former principle shareholders of
Dragon Systems, Inc., and current shareholders of Lernout &
Hauspie Speech Products, N.V., objected to the Debtors' motion to
obtain secured post-petition financing.

Scott D. Cousins, Esq., at Greenberg Traurig, LLP in Delaware,
explained to the Court that the Bakers owned approximately 52% of
the outstanding shares of Dragon Systems until June 2000. L&H
acquired all the outstanding shares of Dragon in exchange for
stock under a merger agreement. The Bakers received 5,109,713
shares of L&H's common stocks in the form of 4,717,564 outright
shares and 392,149 shares placed in escrow. Subsequently Dragon
was merged with Holdings.

The Bakers claim that they and other Dragon shareholders agreed
to the merger of Dragon into Holdings in reliance on L&H's
financial statements which contain material misstatements and
omissions, and which reflect overstatements and/or falsifications
or fabrications of $277 million or more in revenue, according to
L&H's internal audit report. Now the Bakers told Judge Wizmur
that this is an instance of an insolvent parent pledging the
assets of its solvent subsidiary to secure a DIP Facility.

The Bakers alleged that Holdings is a completely solvent
subsidiary of L&H, has little or no debt, and is not itself in
need of any DIP financing at this time. The Debtors, the Bakers
charge, failed to present any evidence to substantiate their
claim that the proposed DIP Facility is necessary for all of
these Chapter 11 debtors, or that it is either fair or reasonable
to pledge Holdings' assets for the benefit of the other Debtors.

The Bakers strongly objected to the use of Holdings' unencumbered
assets to finance a heavily indebted L&H and Dictaphone. The
proposed granting of a lien to the proposed Lender in Holdings'
assets unduly prejudices the separate rights of Holdings'
creditors' rights and effectively subordinates their interests.

Conseco Capital Management, Inc., Magten Asset Management Corp.,
and Greene & Smith Investment Management LLC, holders in excess
of $56 million of Dictaphone Corporation 11-3/4% Senior
Subordinated Notes due 2005 and members of the Noteholders'
Committee, also object to the DIP Financing Motion.

Neil B. Glassman, Esq., and Steven M. Yoder, Esq., of The Bayard
Firm, reviewed the testimony and evidence given to the Court so

      * the Debtors have not presented a budget;

      * the Debtors provide no testimony concerning how the
        proceeds of this Facility are to be distributed among the
        three Debtors;

      * the Debtors don't say for what purposes the Facility would
        be used.

The Noteholders' Committee is still waiting for this information.
As a consequence, the Debtors have failed to meet their burden of
establishing that the lending facility is necessary and preserves
assets of the estate, and that the terms of the transaction are
fair, reasonable, and adequate under the Debtors' circumstances,
and considering the proposed lender.

Specifically, the Committee urged that the Debtors must show that
the proposed borrowings does not prejudice the Dictaphone
creditors in order to finance the Lernout debtors. Again, the
Debtors have not presented any evidence regarding the value of
the assets of Lernout, and the only testimony presented was by a
witness who stated that he had no knowledge of what assets, if
any, Lernout maintained in the United States or their value.
Similarly, the Debtors have not presented any evidence regarding
any decline or appreciation in the value of these assets, if any.
However, the Committee believes it clear that the assets of
Lernout in Belgium are specifically excluded as pledged
collateral for this facility. As an Administrative Board has been
appointed in connection with the Belgium concordat, no assets
of Lernout in that country may be pledged or sold without the
prior consent of this Board.

The Committee also objected to any funds of this Facility being
used to pay Lernout's insolvency proceeding in Belgium without
any disclosure or factual support from which the Court could find
that such use is in the best interests of Dictaphone's creditors,
and that their interests are adequately protected. The Committee
also notes that the maturity date of May 2001 on this facility is
very short, and the Committee believes that lenders are unwilling
to commit to a longer facility because of the lack of information
and uncertainty about the Lernout debtors. The Committee told
Judge Wizmur that the Lernout debtors are sacrificing the
Dictaphone interests solely for their own separate interests.

Finally, the Committee objected because the Debtors have not
shown that any lender had been approached and had refused to
provide financing to Lernout and the other Debtors on a stand-
alone basis. The Committee has been able to obtain a proposal to
providing DIP financing based solely on the assets of Dictaphone,
and only for the benefit of that estate. The Committee believes
that only the Debtors have not made any attempt to obtain such
financing which would protect the Dictaphone estate. This failure
is prejudicial to Dictaphone's creditors, and the proposed
financing should be denied, or conditioned upon certain
safeguards, such as a separate accounting on an estate-by-estate
basis for any borrowings under this Facility, and an injunction
preventing any borrowings for the benefit of the Lernout debtors
without a demonstration that Lernout has sufficient assets in the
United States and elsewhere which are pledged specifically to
secure such a borrowing.

Other parties, including Stonington Partners, Inc., Stonington
Capital Appreciation 1994 Fund, L.P., and Stonington Holdings,
LLC, objected on similar grounds. In addition, Stonington
objected because the granting of the requested relief would
violate the orders issued by the Belgium courts placing Lernout's
assets, including the Dictaphone stock, in the hands of the

Further proceedings on this Motion are indefinitely postponed.
(L&H/Dictaphone Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LOEWS CINEPLEX: Debt Restructuring Talks Move Forward
Loews Cineplex Entertainment Corp., the troubled No. 2 U.S. movie
theater operator, is negotiating a debt-restructuring deal that
could put it under the control of a buyout group led by Canadian
conglomerate Onex Corp., according to The Wall Street Journal.
The buyout group includes investment firm Pacific Capital Group
Inc. and Oaktree Capital Management LLC, an investor in
distressed debt, the Journal said. Under the proposed deal, which
would be handled through chapter 11, the Onex group would own
about $250 million of new equity in Loews through converting debt
to equity and adding new cash to the company. (ABI World,
February 12, 2001)

LTV CORPORATION: Honoring Prepetition Customer Obligations
Judge Bodoh ordered and authorized The LTV Corporation, in their
sole discretion, to treat all customer obligations, and the goods
and services they represent, in the ordinary course of the
Debtors' businesses in the same manner and on the same terms and
conditions as such obligations were treated prior to the petition
Date, including by honoring or paying all deposits, credits and
warranty claims. (LTV Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-00900)

LUCENT TECHNOLOGIES: Moody's Cuts Long Term Ratings To Baa3
Moody's Investors Service lowered the unsecured long term debt
ratings of Lucent Technologies Inc. to Baa3 from Baa1. The
company's rating for commercial paper was also lowered to Prime-3
from Prime-2. The rating outlook is negative. Accordingly, these
actions conclude a review commenced on October 23, 2000 following
the announcement of a material decline in the company's expected
performance in the quarter ending December 31, 2000.

Moody's says that the rating actions reflect the significant
operational difficulties of the company, which are partially
mitigated by the material cash inflows from business divestitures
and the expected benefits from the recently announced
restructuring plan.

Lucent has posted poor results throughout the fiscal year 2000.
In fact, by fourth quarter of last year, the company reported a
$1.7 billion loss. The company also experienced a 26% decline in
revenues in the most recent quarter-- a time when the fundamental
growth of the industry is estimated to exceed 20%. Moody's states
that Lucent been experiencing market share loss in virtually all
segments except optical fiber, indicating a fundamental weakness
in the current product offerings. While the company is taking a
number of steps to reduce its cost position and enhance its
product offerings, Moody's expects that the operating performance
will remain under significant pressure for the foreseeable

In an effort to address the company's cost structure, Lucent has
announced a restructuring plan that will result in a charge in
the current quarter of approximately $1.6 billion, Moody's
reports. A 10,000 net headcount reduction, focused R&D spending
and overhead controls are said to result in annual savings of $2
billion, while manufacturing cost savings, primarily plant
rationalization, are targeted for additional cost savings of $600
million. Accordingly, additional headcount reductions of 6,000
are expected to result from outsourcing of several major
facilities. Capital spending will reportedly be reduced by $400
million in the current year and working capital, a continuing
area of difficulty for Lucent, is targeted for a $2 billion
reduction during the current year. Although, Moody's views these
actions as prudent measures, it expects that the company will
have difficulty in realizing all of these potential benefits, the
rating company says.

Accordingly, the company is in the process of negotiating credit
facilities in the amount of $6.5 billion, $2 billion of which
will replace a maturing 364-day facility, $2 billion to amend the
existing facility which expires in 2003 and $2.5 billion which
will be ultimately assigned to Agere as part of the
microelectronic business IPO. Moody's relates that while this
will provide near term liquidity relief, the banks have taken a
security interest in the company's assets, which creates a new,
secured class of creditors, effectively subordinating the claims
of unsecured public note holders. The proposed facility is said
to provide sufficient liquidity to begin the restructuring
program in advance of the Agere IPO, which is expected to
generate significant cash inflows for Lucent, Moody's says.

The negative outlook implies that Lucent has very limited
flexibility in the investment grade category to absorb any delays
in the asset sales or further deterioration in expected operating
performance, according to Moody's. The rating agency says that if
the company is not able to improve its market position and
operating performance, or if financing requirements expand
rapidly, a further rating downgrade is possible in the near term.

Based in Murray Hill, New Jersey, Lucent Technologies Inc.
manufactures telecommunication equipment.

MARINER POST-ACUTE: Living Center Renews Lease For Brian Center
Mariner Post-Acute Network, Inc.'s Weber City Brian Center
skilled nursing facility is currently operating at an annualized
positive earnings before interest, taxes, depreciation, and
amortization (EBITDA) of approximately $363,000 based on nine
months actual EBITDA through June of 2000. The Facility is a 76-
bed state-licensed long-term care skilled nursing facility,
located at 105 Clonce Street, Weber City, Virginia 24251.

Since the original lease expired in March, 1999, Living Centers-
Southeast, Inc., a Delaware Corporation, one of the MPAN Debtors,
currently leases the facility on a year-to-year basis at monthly
lease payments of $29,784.

The Debtors has recently successfully negotiated a new lease for
the facility with the lessor Elderberry Nursing Home, Inc. for an
initial term of ten years at a minimum monthly Base Rent of
$27,740. After the first year of the New Lease term and for each
consecutive year, in addition to the Base Rent, the Debtor will
pay an additional payment equal to the Base Rent multiplied by
75% of the positive percentage change in the prior year's revenue
to the Base Year's revenue (Base Year representing the year ended
September 30, 2000.) Should the Debtor choose to remain at the
Facility beyond the initial ten-year term, the minimum rent for
the extended term will be increased by 25%.

The Debtor has determined that the New Lease is appropriate and
in the best interest of the Debtor's estate because the Facility
is both well-managed and profitable, and the New Lease will allow
the Debtor to continue to lease the Facility for an additional
ten-year period at a base rent which is approximately 6.9% lower
than the rent under the original lease. The Debtors submit the
proposed lease transaction is the product of arm's length, good
faith negotiations, the Debtors submit.

Accordingly, the Debtor sought and obtained the Court's authority
under Bankruptcy Code section 363(b) to consummate the New Lease.
(Mariner Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

NATIX PLC: Moody's Downgrades Mezzanine Class Of Securities
Moody's lowered the rating of the mezzanine class of notes issued
by NATIX Plc., a special purpose vehicle incorporated in the
Republic of Ireland. The EUR 17,790,000 Class B Floating Rate
Notes was cut to Ba2 from Baa3. The Ba2 rating is placed under
review for possible further downgrade.

According to Moody's, the ratings of the EUR 390,521,305 Senior
Credit Default Swap Risk and of the EUR 25,800,000 Class A
Floating Rate Notes remain at Aaa.

The full rating action is due to a deterioration of the overall
credit quality of the reference portfolio for which NATIX Plc. is
providing credit protection via a credit-default swap, Moody's

OLAN ENTERPRISES: Moody's Lowers Two Classes Of Securities
Moody's downgraded the rating of two classes of notes issued by
Olan Enterprises II Plc, a special purpose vehicle incorporated
in the Republic of Ireland. The EUR 52,000,000 Class C Floating
Rate Notes was lowered to Baa1 from A3, while the EUR 26,000,000
Class D Floating Rate Notes was cut to Ba1 from Baa3.

The ratings of the EUR 3,680,000,000 Senior Credit Default Swap
Risk, the EUR 102,000,000 Class A Floating Rate Notes and the EUR
64,000,000 Class B Floating Rate Notes remain respectively at
Aaa, Aaa and Aa2, Moody's says.

According to Moody's, these rating actions result from a
deterioration of the overall credit quality of the reference
portfolio, for which Olan Enterprises II Plc is providing credit
protection via a credit-default swap, as well as from the
occurrence of credit events.

ORBCOMM GLOBAL: Wants More Time to Make Lease-Related Decisions
The debtors, Orbcomm Global, LP, et al. seeks bankruptcy court
authority to extend the time in which the debtors must assume or
reject unexpired leases of nonresidential real property. A
hearing on the motion has been scheduled before the Honorable Sue
L. Robinson, on February 21, 2001 at 8:30 AM, Wilmington, DE.

The debtors are seeking an extension of the period to assume or
reject for approximately ninety days through and including May
16, 2001. At present, the debtors claim that they are not in a
position to make informed business judgments regarding the
leases. Since the Petition Date, the debtors have been engaged in
an exhaustive effort to locate new sources of capital to fund
their continuing operations. Should these efforts prove
successful, the debtors will be in a position to make a
determination regarding which leas will be assumed in short

Without the necessary capital infusion or a sale of assets, the
debtors will likely reject the leases in question unless they can
derive value from them through assumption and assignment

OUTBOARD MARINE: Court Approves $95MM Sale To Bombardier & JTC
Bombardier Inc. Friday announced that a bankruptcy court in
Illinois has approved its $95 million joint bid with JTC
Acquisition LLC for the assets of Outboard Marine Corp. (OMC) and
certain of its affiliates, according to Reuters. Upon closing,
Bombardier Motor Corp. of America will receive specified engine
assets and JTC Acquisition will receive the boat assets. The sale
is still subject to regulatory approval. (ABI World, February 12,

PARACELSUS HEALTHCARE: Confirmation Hearing Continued to Mar. 2
Paracelsus Healthcare Corporation (OTC Bulletin Board: PLHCQ)
disclosed that the Hearing to consider Confirmation of its
Chapter 11 Plan of Reorganization set for February 9, 2001 has
been continued until March 2, 2001.

The principal reason for the continuance is to permit time to
address matters regarding two proofs of claim previously filed by
an unidentified private person on behalf of the United States and
the State of California. The factual background underlying those
claims was previously discussed in the Company's December 11,
2000 press release. The debtor must have the Bankruptcy Court
estimate those claims to a dollar amount prior to proceeding with
confirmation of a plan of reorganization. Toward that end, the
Company has filed both a formal objection to those claims and a
motion to estimate those claims. A hearing on the claims
objections and motion to estimate is scheduled for the end of
February. Accordingly, the Court has reset the Confirmation
Hearing for March 2, 2001.

Paracelsus Healthcare Corporation, a public company listed on the
OTC Bulletin Board, was founded in 1981 and is headquartered in
Houston, Texas. Including a hospital partnership, Paracelsus
presently owns the stock of hospital corporations that own or
operate 10 hospitals in seven states with a total of 1,287 beds.

Pillowtex Corporation requested that Judge Robinson authorize
them to employ BSMG Worldwide, Inc., as their corporate
communications consultants in these Chapter 11 cases, nunc pro
tunc to the Petition Date.

The services to be provided by BSMG are:

      (a) Development and implementation of communications
programs and related strategies and initiatives for
communications with the Debtors' key constituencies (including
employees, unions, vendors, customers, regulators, lenders and
public debtholders) regarding the Debtors' operations and
financial performance and the Debtors' progress through the
Chapter 11 process;

      (b) Development of public relations initiatives for the
Debtors to maintain public confidence and internal morale during
these Chapter 11 cases;

      (c) Preparation of press releases and other public
statements for the Debtors, including statements relating to
asset sales and other major Chapter 11 events;

      (d) Preparation of other forms of communication to the
Debtors' key constituencies and the media; and

      (e) Performance of such other communications consulting
services as may be requested by the Debtors.

Under the terms of a prepetition engagement letter, BSMG intends
to charge for its professional services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date services are rendered. The hourly rates charged by
BSMG professionals differ based on, among other things, each
professional's level of experience. During the ordinary course of
its business, BSMG revises the hourly rates of its professionals
to reflect changes in responsibilities, increased experience, and
the increased cost of doing business.

The hourly rates of BSMG's professionals rendering services to
the Debtors in these cases are:

      Professional             Title              Hourly Rate
      ------------             -----              -----------
      Andrew Polansky          Vice Chairman         $ 425
      Edward Nebb              Principal             $ 375
      Mitchell Stoller         Senior Managing
                                 Director            $ 325
      Conrad Jarzebowski       Senior Associate      $ 175
      Erin Elliot              Account Coordinator    $ 75

Prior to the Petition Date the Debtors paid to BSMG a retainer of
$100,000 for services rendered or to be rendered. The retainer
has been and will be applied on account of fees incurred and to
be incurred in providing services to the Debtors in contemplation
of, and in connection with, these Chapter 11 cases and other
restructuring activities. In particular, on or about November 10,
2000, BSMG applied $38,000 of the retainer as payment for fees
incurred or expected to be incurred for the period through and
including November 9, 2000. Accordingly, as of the Petition Date
approximately $62,000 of the retainer remained unapplied. Other
than the retainer described above, the Debtors made no payments
to BSMG during the year preceding the Petition Date.

The engagement letter provides that the Debtors will indemnify
BSMG for any loss, damage, liability, claim, demand, action, cost
or expense (including reasonable attorneys' fees and costs)
resulting from claims made against BSMG by any third party
arising out of (a) a breach of the Debtors' obligations under the
engagement letter, (b) information provided to BSMG by the
Debtors, or (c) any government investigation regarding the
services provided under the engagement letter.

The engagement letter also provides that the Debtors or BSMG may
terminate the engagement at any time upon 60 days' prior written
notice to the other party. Upon termination, the Debtors will
remain obligated to pay any accrued fees and expenses as of the
effective date of the termination. Moreover, termination by
either party will not affect the Debtors' indemnification
obligations under the engagement letter with respect to
activities occurring prior to the termination effective date.

Edward A. Nebb, a principal of BSMG, disclosed that BSMG neither
holds nor represents any interest adverse to the Debtors or these
Chapter 11 estates, but has provided services, and likely will
continue to provide services, to certain creditors of the Debtors
and various other parties adverse to the Debtors in matters
unrelated to these Chapter 11 cases.

FCB Worldwide, Inc., is an affiliate of BSMG by virtue of FCB and
BSMG being wholly owned subsidiaries of True North Communications
Inc. In matters unrelated to these Chapter 11 cases, FCB performs
certain advertising services for the consumer banking division of
Chase Manhattan Bank, which is a secured creditor in these
Chapter 11 cases. BSMG is not involved in FCB's services for

In the interests of full disclosure, Mr. Nebb advised that BSMG
has approximately 1200 employees. It is possible that certain
employees of BSMG hold interest in mutual funds or other
investment vehicles that may own the Debtors' securities.

Patricia A. Staiano, the United States Trustee for Region 3, said
that her office does not object to the retention of BSMG as
consultants per se, but to the terms of the proposed retention

The terms of the retention agreement that the U.S. Trustee
objected to are that:

      (a) The Debtors would indemnify BSMG. The indemnification,
according to the U.S. Trustee, is contrary to the Bankruptcy Code
and notions of bankruptcy professionalism. It is also contrary to
the fiduciary duties of the Debtor-in-Possession that in the
event that the actions or inactions of the retained professionals
cause harm or loss the estate, the Debtor-in-Possession shall
preserve the ability to seek redress for the creditors; and,

      (b) The engagement letter appears to divest the Bankruptcy
Court of jurisdiction over the engagement or compensation payable
in relation to the engagement. (Pillowtex Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

RELIANCE GROUP: Icahn Extends Offer & Waives Certain Conditions
On December 22, 2000, High River Limited Partnership, an
affiliate of Carl C. Icahn, commenced an Offer for up to $40
million in principal amount of the outstanding 9% senior bonds
issued by Reliance Group Holdings, Inc. for $170 per $1,000 in
principal amount. The terms of the Offer are set forth in
Purchaser's Offer to Purchase and Supplement No. 1 thereto and in
the related Letter of Transmittal. The Offer was due to expire at
5:00 p.m., New York City Time, on February 13, 2001. Purchaser
has extended the Offer. The Offer, Withdrawal Rights and
Proration Period will now expire at 5:00 p.m., New York
City Time, on February 20, 2001, unless the Offer is extended to
a later date and time. As of the end of the business day on
February 12, 2001, approximately $20.7 million in principal
amount of 9% Bonds issued by Reliance were deposited pursuant to
the Offer with Wilmington Trust Company, the depositary for the
Offer, and not withdrawn.

Icahn has waived the Minimum Tender Condition set forth in
Section 12 of the Offer to Purchase. This condition provided that
the purchaser would not be required to purchase unless at least
$40 million in principal amount of 9% Bonds were tendered in the
Offer or purchased outside of the Offer. Purchaser has also
waived the condition set forth in Section 12(d) of the Offer to
Purchase with respect to litigations instituted by Reliance and
its affiliates against Purchaser and its affiliates.

SAFETY-KLEEN: Renews United Healthcare Employee Benefit Plan
Safety-Kleen Corp. and its debtor-affiliates offer a health
benefits program to their full-time, active employees. Under this
program, salaried eligible employees are eligible for coverage as
of their date of hire. Hourly eligible employees are eligible for
coverage after three months of continuous service. Certain
dependants of eligible employees, including spouses and unmarried
children under the age of 19, are also covered under the program.
The program includes medical and mental health coverage. The
program is funded by the Debtors, meaning that the Debtors pay
all claims made under the program except for certain portions of
the mental health benefit.

The Debtors asked that Judge Walsh authorize them to renew this
program of present health benefits with United Healthcare
Insurance Company, a United Health Group Company, for the
calendar year 2001.

Currently, the Debtors utilize a network of physicians and health
professionals provided by an affiliate of United HealthCare.
Participants in the program may visit health professionals in
such network and, in return, the Debtors pay to United HealthCare
certain service fees per participant per month. These fees are:

                         1/1/2001 FEES

      POS                     $31.27/EE/MO
      HIPPA Certificates      $00.04/EE/MO
      TOTAL                   $31.31/EE/MO

     Administration Fee       $14.11/EE/MO
     UR Fee                   $02.11/EE/MO
     Case Management fee      $01.37/EE/MO
     HIPPA Certificates       $00.04/EE/MO
     TOTAL                    $17.63/EE/M0
     PPO Access Fee           35% of savings
     Shared Savings           35% of savings

      5 visits EAP (Fully Insured)      $01.76/EE/MO
      Care Management for both
      in- patient and outpatient
      services (Self Insured)           $03.30/EE/MO

      Annual Banking and Administrative Charges      $5706
      Per participant per month                      $03.27/EE/M0

The Debtors are currently in the second year of a three year
contract with United HealthCare. The contract, which is renewable
on an annual basis, calls for a 5% increase in the per
participant per month fee for services in each of its final two
years. Under this agreement, the Debtors are renewing the Program
for its final year.

United HealthCare administers the claims made by program
participants. For that service, the Debtors pay United HealthCare
an additional per participant per month administrative fee. The
Debtors expect the total fees paid to United HealthCare under the
program to equal approximately $310,000 per month. In connection
with the renewal, United HealthCare has requested that the
Debtors provide additional security under the program.
Consequently, the Debtors have agreed to increase the amount of
administrative fees that the Debtors will pay in advance to an
amount equal to approximately three months of such fees.
Previously, the Debtors had paid a single month in advance as

The Debtors will also post a deposit equal to the total amount of
claims paid over a typical ten-day period, which is an increase
from the current deposit of approximately two days' worth of
claims. The deposit will be deposited in an interest bearing
account and interest on the additional deposit shall be paid to
the Debtors.

While the Debtors believe that the decision to renew the program
is within the ordinary course of the Debtors' business, the
Debtors sought the Court's approval out of an abundance of
caution and in accordance with the terms of the program, which
require Bankruptcy Court approval. Consequently, to the extent
that entry into the program is found to be outside the ordinary
course of the Debtors' business, the Debtors submitted that such
decision is well within the business judgment of the Debtors. The
Debtors' ability to retain its workforce would be severely
compromised were the Debtors unable to offer their employees
comprehensive health benefits. The program calls for a 5%
increase in fees to be paid under the program, an increase that
was contemplated under the previous contract negotiated between
the Debtors and United HealthCare. While United HealthCare has
requested additional security, the amount of the security is
reasonable, interest-bearing in part, and will be returned to the
Debtors at the termination of the program upon completion of the
Debtors' obligations. (Safety-Kleen Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)

SUPERIOR BANK: Fitch Cuts Long Term Rating To BB-
Fitch has lowered Superior Bank FSB's (Superior) long-term rating
to 'BB-' from 'BBB'. Concurrent with this rating action, the
long-term rating is withdrawn at the request of Superior's
management. Fitch will not perform ongoing surveillance of
Superior and there is no rated debt outstanding.

Fitch initially placed Superior on Rating Watch Negative on Jan.
31, 2001 following Superior's disclosure that it will be required
by regulators to take a permanent impairment charge to its
interest-only and retained interest securities. The full amount
of the charge has yet to be determined. In addition, the bank's
Chairman, Nelson Stephenson has resigned and a successor has been

Fitch's rating action reflects declining risk-adjusted
capitalization as measured by Fitch, as well as regulatory
capital issues raised by the Office of Thrift Supervision (OTS)
resulting from new capital requirements related to asset
securitization and subprime lending. This rating action is also
driven by deteriorating operating performance in the bank's
consumer lending businesses over the past few quarters, combined
with uncertainties related to the bank's planned corporate

Superior Bank FSB is a federally chartered savings bank and a
wholly owned subsidiary of the private holding company Coast-to-
Coast Financial Corp.

VENCOR INC.: Settles SERP and Other Claims with Earl Reed
Judge Walrath has given her stamp of approval for the Stipulation
between W. Earl Reed and Vencor, Inc. with respect to the proof
of claim filed by Mr. Reed on January 6, 2000, (amended or
supplemented by additional proofs of claim by Reed).

The parties agreed and stipulated that:

      (1) As sole and exclusive distribution from the Debtors on
account of, and in full satisfaction of, the Reed Claims, and any
claim that Reed could have asserted in the Bankruptcy Cases:

         (a) upon Vencor's assumption, pursuant to the Plan, on
             the Effective Date, of the SERP including the SERP
             Amendments, all payments owed to Reed under the SERP
             shall be made in accordance with the terms of the
             SERP; and

         (b) an allowed Put Right in respect of Reed's Old
             Preferred Stock shall receive the treatment provided
             in paragraph 5.08 of the Plan, under which monetary
             damages in respect of Reed's allowed Put Right shall
             be canceled in exchange for the cancellation of all
             obligations of Reed arising under that certain
             Nontransferable Full Recourse Note in the original
             principal amount of $990,000 dated April 30, 1998
             (the Reed Preferred Equity Interest Loan).

      (2) Reed expressly consents to and agrees to abide by the
SERP Amendments, including, without limitation, any future
amendment to the SERP, including any future amendment eliminating
or modifying any change in control provision under the SERP (the
Change In Control Amendment); provided, however, that no such
future amendment (except the Change In Control Amendment) shall
defer the commencement of payments to Reed under the SERP, or
reduce the present dollar value of Reed's claim under the SERP,
determined based on the actuarial assumptions that the SERP and
other provisions in effect refer to.

      (3) Reed expressly waives any claim under the SERP except as
provided in the Stipulation and Order, and expressly waives any
claim in respect of any change in control provision under the

      (4) Except as set forth in the stipulation, Reed expressly
waives any claim under the Separation Agreement and Release of
Claims between Reed and Vencor, Inc., executed on or about
September 30, 1998.

      (5) All payments currently being made by Vencor in respect
of any benefits under the Separation Agreement shall continue
until the Effective Date but shall cease as of the Effective

     (6) Reed's Indemnification Claim shall be allowed subject to
the conditions of the stipualtion and all rights of
indemnification, contribution and/or other similar relief of Reed
against the Debtors or any of them shall be preserved; provided,
however, that

         (a) Debtors shall use their commercially reasonable
             efforts to continue and maintain Reed's present
             rights to insurance coverage under any so-called
             directors' and officers' policy (a D&O Policy), and
             will afford Reed the same treatment afforded all ex-
             officers and directors respecting renewal or
             acquisition of insurance coverage; and

         (b) any and all obligations of the Debtors to provide
             indemnification, contribution and/or other similar
             relief to Reed, including, without limitation, all
             obligations in respect of the Indemnification Claim,
             shall be satisfied only through payments made or
             funded under any available present or future D&O

      (7) The Debtors reserve all rights, claims and causes of
action (the Debtors' Reserved Note Claims) in respect of the
Promissory Note by Reed as maker and Vencor, Inc. as payee, dated
June 15, 1998, in the original principal amount of $623,500 (the
Reed Note), and Reed reserves all rights to raise any defenses
that he may have under the terms of the Reed Note to the Debtors'
Reserved Note Claims.

      (8) Except as provided for in the stipulation, the Reed
Releasors release, discharge and acquit forever the Debtors and
other from all claims, causes of action, liabilities, etc.,
provided that such release shall not be deemed to limit Reed's
rights to coverage under any insurance maintained by the Debtors
or any of them.

      (9) Except as set forth in the stipulation, the Reed
Releasors release, discharge and acquit forever Ventas in respect
of any claims arising under the SERP, the Deferred Compensation
Plan, the Old Preferred Stock, the Reed Note, the Put Right, the
Reed Preferred Equity Interest Loan, the Reed Employment
Agreement, any options to acquire Old Common Stock, and the
Separation Agreement.

(The Reed Releasors refer to Reed, and his heirs, executors,
agents, attorneys, administrators, successors and assigns, and
such other persons or entities who or which may make any claims
derived under or through them; the Reed Releasees refer to the
Debtors, and their affiliates, subsidiaries, corporate parents,
and each of their present and former officers, directors,
managing directors, control persons, stockholders, employees,
agents, attorneys, administrators, successors and assigns.)

      (10) The Reed Releasors, and each of them, reserve all other
claims and rights against Ventas, including, without limitation,
any and all claims to indemnification, contribution and/or other
similar relief against Ventas in respect of claims made against
any Reed Releasor by reason of any action of Reed which is or may
be the basis of a claim for indemnification, contribution and/or
other similar relief, whether arising under any of the foregoing
agreements or otherwise.

      (11) The Debtor Releasors release, discharge and acquit
forever Reed and other Debtor Releasees from all claims, causes
of action, liabilities, etc. (Vencor Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)

VENTURI TECHNOLOGIES: Files for Chapter 11 Protection in Texas
Venturi Technologies, Inc. (OTC Bulletin Board: VTIX) filed a
petition for reorganization under Chapter 11 of the Federal
Bankruptcy Code on February 12th, 2001 in Houston Texas. The
Company had attempted to raise additional equity capital without
success over the last several months and concluded that it could
not continue operations outside of the protection of the
bankruptcy laws.

Michael Dougherty, President and CEO of Venturi stated that the
Company had obtained a commitment for $2,000,000 in debtor in
possession financing from several of its principal shareholders
and creditors subject to approval of the Bankruptcy Court. This
loan, if approved, should enable the Company to continue normal
operations while it prepares a plan of reorganization.

The company also stated that it had reached a tentative agreement
with the principal lessor of most of Venturi's operating
equipment for a restructuring of the lease terms. The agreement
is subject to the satisfaction of various conditions as well as
to the approval of the Court.

Venturi stated that the reorganization process should facilitate
its efforts to raise additional equity capital and enable the
Company to continue as a going concern after reorganization. It
is expected that the reorganization plan will substantially
reduce, if not eliminate, the existing equity interests in the

Venturi Technologies Inc. provides carpet, upholstery, floor and
duct cleaning services using the company's patented
VenturiClean(TM) System, the most significant advancement in the
industry in recent history.

VLASIC FOODS: Court Okays Continued Use of Cash Management System
Vlasic Foods International, Inc. employs an integrated
centralized cash management system to collect, transfer and
disburse funds generated by their operations and to accurately
record all such transactions as they are made. This Cash
Management System is managed by the Vlasic's Treasury Department
and includes, among other things, centralized cash forecasting
and reporting, collection and disbursement of funds and
administration of the 13 Bank Accounts required to effectuate the
Debtors' collection, disbursement and movement of cash.

Joseph Adler, Vlasic's Vice President and Controller, told the
Court that virtually all of the cash used to finance the Debtors'
working capital expenditures derives from one of two sources:

      (a) the Debtors' daily collection of accounts receivable or

      (b) draw-downs on the Debtors' senior credit facility.

The Debtors obtain cash management services primarily from Mellon
Bank, N.A. The Debtors' Cash management system maintained with
Mellon is comprised of a lockbox site in Palatine, Illinois, a
lockbox account, a zero balance accounts payable account, another
zero balance account for salesman travel expenses, an investment
account and a Concentration Account through which the lockbox,
wire transfers and accounts payable are settled. On a daily
basis, substantially all of the cash remaining in the Debtors'
Cash Management System is consolidated in the Concentration
Account. To the extent that cash remains in the Concentration
Account in excess of amounts needed to fund daily disbursements,
such cash is transferred to the investment account and invested
with or by Mellon or an affiliated banking institution in money
market funds and/or overnight investment-grade securities. Since
January 2, 2001, payroll has been made from a payroll account
held by VL Payroll Corp., with funds received from VFI's master
account on an as-needed basis. Vlasic Payroll, which is not a
debtor, will continue to settle payroll during these chapter 11
cases. In addition to the Mellon accounts, the Debtors also
maintain local depository accounts at other banks located at or
near the Debtors' plant sites in Arkansas and Nebraska. These
Local Depository Accounts, used for miscellaneous deposits and
employee payroll check-cashing services, are not utilized for
significant transactions and contain only minimally-necessary

The Debtors have used this Cash Management System since March 30,
1998. The Cash Management System is highly automated and
computerized and includes the necessary accounting controls to
enable the Debtors, as well as creditors and the Court, if
necessary, to trace funds through the system and ensure that all
transactions are adequately documented and readily ascertainable.
The Debtors will continue to maintain detailed records reflecting
all transfers of funds including, but not limited to,
intercompany transfers.

The Debtors' cash management procedures are ordinary, usual and
essential business practices, and are similar to those used by
other major corporate enterprises. The Cash Management System
provides significant benefits to the Debtors, including the
ability to (a) control corporate funds centrally, (b) invest idle
cash, (c) ensure availability of funds when necessary and (d)
reduce administrative expenses by facilitating the movement of
funds and the development of more timely and accurate balance and
presentment information. In addition, the use of a centralized
Cash Management System reduces interest expenses by enabling the
Debtors to better utilize funds within the system rather than
relying upon short-term borrowing to fund cash requirements.

The operation of the Debtors' businesses requires the continued
use of the Cash Management System during the pendency of these
chapter 11 cases. Requiring the Debtors to adopt new, segmented
cash management systems at this critical stage of these cases
would be expensive, would create unnecessary administrative
burdens, and would be much more disruptive than productive,
adversely impacting the Debtors' ability to confirm a
reorganization plan. Consequently, maintenance of the existing
Cash Management System is in the best interests of all creditors
and other parties-in-interest.

Throughout the entirety of this process, Mr. Adler stressed, the
funds remain within the direct or indirect possession or control
of Vlasic Foods International Inc.

Considering the merits of the Debtors' arguments, Judge Robinson
granted the Debtors' request to maintain their existing cash
management system. Additionally, Judge Robinson ruled, to the
extent that money within the cash management system is lent from
one Debtor to another, those Intercompany Transactions shall
constitute superpriority administrative claims against the
borrower pursuant to 11 U.S.C. Sec. 364(c)(1). (Vlasic Foods
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

* Meetings, Conferences and Seminars
February 22 - 23, 2001
    Association of Insolvency and Restructuring Advisors
       Business Valuation in Bankruptcy Conference
          Hilton Suite Nashville Downtown
          Nashville, Tennessee
             Contact: AIRA 541-858-1665  Fax: 541-858-9187

February 22-23, 2001
       Commercial Real Estate Defaults, Workouts,
       and Reorganizations
          Wyndham Palace Resort, Orlando
          (Walt Disney World), Florida
             Contact: 1-800-CLE-NEWS

February 25-28, 2001
        Norton Bankruptcy Litigation Institute I
           Marriot Hotel, Park City, Utah
              Contact: 770-535-7722 or

February 28-March 3, 2001
       Spring Meeting
          Hotel del Coronado, San Diego, CA
             Contact: 312-822-9700 or

March 2 & 3, 2001
    National Association of Bankruptcy Trustees
       Spring Education Seminar
          Silverado Resort, Napa, California
             Contact: 1-800-445-8629 or

March 4-6, 2001
    International Bar Association
       2001: An Insolvency Cyberspace Odyssey
          The Ritz Hotel, Lisbon, Portugal
             Contact: 011-440-20-7629-1206 or

March 8-9, 2001
       Corporate Mergers and Acquisitions
          Renaissance Stanford Court, San Francisco, California
             Contact: 1-800-CLE-NEWS

March 16, 2001
    American Bankruptcy Institute
       Bankruptcy Battleground West
          Century Plaza Hotel, Los Angeles, California
             Contact: 1-703-739-0800 ot

March 28-30, 2001
       Healthcare Restructurings 2001
          The Regal Knickerbocker Hotel, Chicago, Illinois
             Contact: 1-903-592-5169 or

March 29-April 1, 2001
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton; Las Vegas, Nevada
             Contact: 1-770-535-7722 or

April 2-3, 2001
       23rd Annual Current Developments
       in Bankruptcy and Reorganization
          PLI New York Center, New York, New York
             Contact: 1-800-260-4PLI or htt://

April 19-21, 2001
       Fundamentals of Bankruptcy Law
          Pan Pacific Hotel, San Francisco, California
             Contact: 1-800-CLE-NEWS

April 19-22, 2001
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 ot

April 26-29, 2001
       71st Annual Chicago Conference
          Westin Hotel, Chicago, Illinois

April 30-May 1, 2001
       23rd Annual Current Developments
       in Bankruptcy and Reorganization
          PLI California Center, San Francisco, California
             Contact: 1-800-260-4PLI or htt://

May 14, 2001
    American Bankruptcy Institute
       NY City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 ot

May 17-18, 2001
       Bankruptcy Sales & Acquisitions
          The Renaissance Stanford Court Hotel,
          San Francisco, California
             Contact: 1-903-592-5169 or

June 7-10, 2001
    American Bankruptcy Institute
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, Michigan
             Contact: 1-703-739-0800 ot

June 13-16, 2001
    Association of Insolvency & Restructuring Advisors
       Annual Conference
          Hyatt Newporter, Newport Beach, California
             Contact: 541-858-1665 or

June 14-16, 2001
       Partnerships, LLCs, and LLPs: Uniform Acts,
       Taxations, Drafting, Securities, and Bankruptcy
          Swissotel, Chicago, Illinois
             Contact: 1-800-CLE-NEWS

June 25-26, 2001
       Advanced Education Workshop
          The NYU Salomon Center at the Stern School
          of Business, New York, NY
             Contact: 312-822-9700 or

June 28-July 1, 2001
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact:  770-535-7722 or

June 28-July 1, 2001
    American Bankruptcy Institute
       Hawaii CLE Program
          Outrigger Wailea Resort, Maui, Hawaii
             Contact: 1-703-739-0800 ot

June 30 through July 5, 2001
    National Association of Chapter 13 Trustees
       Annual Seminar
          Marriott Hotel and Marina, San Diego, California
             Contact: 1-800-445-8629 or

July 12-15, 2001
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
          Stoweflake Resort, Stowe, Vermont
             Contact: 1-703-739-0800 ot

July 26-28, 2001
       Chapter 11 Business Reorganizations
          Hotel Loretto, Santa Fe, New Mexico
             Contact: 1-800-CLE-NEWS

August 1-4, 2001
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          The Ritz-Carlton, Amelia Island, Florida
             Contact: 1-703-739-0800 ot

September 6-9, 2001
    American Bankruptcy Institute
       Southwest Bankruptcy Conference
          The Four Seasons Hotel, Las Vegas, Nevada
             Contact: 1-703-739-0800 ot

September 7-11, 2001
    National Association of Bankruptcy Trustees
       Annual Conference
          Sanibel Harbor Resort, Ft. Myers, Florida
             Contact: 1-800-445-8629 or

September 14-15, 2001
    American Bankruptcy Institute
       ABI/Georgetown Program "Views from the Bench"
          Georgetown University Law Center, Washington, D.C.
             Contact: 1-703-739-0800 or

October 3-6, 2001
    American Bankruptcy Institute
       Litigation Skills Symposium
          Emory University School of Law, Atlanta, Georgia
             Contact: 1-703-739-0800 or

October 16-17, 2001
    International Women's Insolvency and
    Restructuring Confederation (IWIRC)
       Annual Fall Conference
          Somewhere in Orlando, Florida
             Contact: 703-449-1316 or

November 29-December 1, 2001
    American Bankruptcy Institute
       Winter Leadership Conference
          La Costa Resort & Spa, Carlsbad, California
             Contact: 1-703-739-0800 or

April 18-21, 2002
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or

June 6-9, 2002
    American Bankruptcy Institute
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, Michigan
             Contact: 1-703-739-0800 or

December 5-8, 2002
    American Bankruptcy Institute
       Winter Leadership Conference
          The Westin, La Plaoma, Tucson, Arizona
             Contact: 1-703-739-0800 or

April 10-13, 2003
    American Bankruptcy Institute
       Annual Spring Meeting
          Grand Hyatt, Washington, D.C.
             Contact: 1-703-739-0800 or

December 5-8, 2003
    American Bankruptcy Institute
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or

The Meetings, Conferences and Seminars column appears in the TCR
each Wednesday.  Submissions via e-mail to are encouraged.


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

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

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

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


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

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

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

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

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

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