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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 16, 2001, Vol. 5, No. 34

                            Headlines

ARMSTRONG HOLDINGS: Hires KPMG as Auditors & Consultants
AVATEX CORPORATION: Reports Losses -- What Else? -- in Q3 2000
BIG V: Nomura CBO Joins Creditors' Committee
BILL'S DOLLAR: Files "Chapter 22" Petition in Wilmington
BILL'S DOLLAR: Summary of the 1993 Chapter 11 Filing

BILL'S DOLLAR: Case Summary & 20 Largest Unsecured Creditors
BILL'S DOLLAR: Congress Extends $50 Million DIP Facility
CONVERGE GLOBAL: Restructures Debt & Appoints New Directors
DEJA.COM: Taps Schottenstein and Bid4Assets for Asset Sales
EES COKE: Fitch Eyes Ratings in Light of National Steel Problems

ELCOTEL INC.: Reports Third Quarter Loss
FEATHER RIVER: Baseball Team Owners File For Bankruptcy
FRD ACQUISITION: Files Chapter 11 Petition to Facilitate Sale
FRD ACQUISITION: Case Summary & Largest Unsecured Creditor
GOLF TRUST: Considering Plan To Liquidate Assets

GRAND UNION: C&S Asset Sale Moved to March 3
GRUPO DINA: Will Not Make Semi-Annual Interest Payment On Bonds
HARNISCHFEGER: Goldin Continues to Represent the Equity Committee
ICG COMMUNICATIONS: Seeks To Extend Exclusive Period To Sept. 10
IMPERIAL SUGAR: Paying Prepetition Sales and Use Taxes

IMPERIAL SUGAR: Receives Delisting Notice From AMEX
LEINER HEALTH: Asks Lenders To Waive Certain Covenants
LERNOUT & HAUSPIE: U.S. Trustee Urges Limits on any Examiner
LOEWEN GROUP: Four Additional Loewen Entities File Petitions
LOEWEN GROUP: Reports "Improved" Financial Results in 2000

LOEWEN GROUP: Look for a Revised Plan & Disclosure Statement
LOEWS CINEPLEX: NYSE and TSE Halt Trading in Common Stock
LTV CORPORATION: Court Okays Use Of Cash Management Systems
MARINER POST-ACUTE: Plans To Sell Assets Of LCT's Nursing Home
MCWATTER MINING: Obtains CCAA Protection in Quebec

ORA ELECTRONICS: Considering Bankruptcy Protection
OREAD INC.: Files for Chapter 11 Bankruptcy Protection in Kansas
PILLOWTEX CORP: Trustee Objects To Arthur Andersen As Consultants
RITE AID: Accusations Flying & More Exchange Offers in the Works
SAFETY-KLEEN: Changing Operations At Coffeyville KS Waste Site

SOMANETICS CORP.: Secures $750,000 Working Capital Line of Credit
SPORT SUPPLY: New Lender Agrees to Refinance Debt
THEGLOBE.COM: Receives Delisting Notice From Nasdaq
U.S. INDUSTRIES: Delays SEC Filing as Restructuring Talks Proceed
VENCOR INC.: Agrees To Modify Stay For Insured Litigation Claim

VLASIC FOODS: Honoring Prepetition Customer Obligations

BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                            *********

ARMSTRONG HOLDINGS: Hires KPMG as Auditors & Consultants
--------------------------------------------------------
Armstrong World Industries, Inc., and its Nitram and Desseaux
affiliated applied for authority to employ KPMG LLP in the
multiple roles of restructuring consultants, auditors, and
accountants to Armstrong Holdings, Inc. in these Chapter 11 cases
described by the Debtors as incidental to the administration of
these Chapter 11 estates. The Debtors reported that KPMG has
served as the Debtors' external auditors for 70 years.

As restructuring consultants, KPMG will provide services
described in an engagement letter dated December 2000 which will
include:

      (a) Assistance in satisfying creditors' information needs,
including coordinating responses to creditors' information
requests and assisting in the timely dissemination of such
information;

      (b) Assistance in the preparation of various forms, reports,
schedules, and statements required by the Court, the Office of
the United States Trustee, and various other regulatory agencies;

      (c) Evaluation of cash management and other related
processes, including recommendation of any necessary
enhancements;

      (d) Analysis of the Debtors' business operations and the
development of recommendations intended to improve cash flow,
profitability, and long-term viability;

      (e) Assistance in monitoring and analyzing reports relating
to the financial and operating performance of the Debtors'
business;

      (f) Assistance in monitoring debtor-in-possession financing;

      (g) Analysis of employee compensation and retention
arrangements;

      (h) Assistance in the analysis of cash flow schedules and
other necessary or desirable special reports or analyses;

      (i) Perform analyses relating to and provide assistance in
the development and preparation of Debtors' plan(s) of
reorganization and disclosure statement(s), including analyses of
restructuring alternatives and evaluation of reorganization-
related tax issues;

      (j) Provide expert witness testimony on various contested
issues during the Debtors' cases;

      (k) Analyze financial information for distribution to
creditors and other parties-in-interest, including cash receipts
and disbursements, legal entity financial information, various
asset and liability accounts, and proposed transactions for which
Bankruptcy Court approval is sought;

      (l) Assist the Debtors in its negotiations with the Debtors'
creditors and equity holders and with other interested parties.
In the event that we assist the Debtors in such negotiations, the
representations made and the positions advanced will be those of
the Debtors and its management, not KPMG, its partners or
employees;

      (m) Consult regarding the Debtor's Disclosure Statement and
Plan of Reorganization; and

      (n) Provide other financial consulting advice and assistance
to the Debtors as may be requested from time to time in
connection with the administration of the Debtor's estates. Such
assistance shall be in such form as the Debtors and KPMG shall
mutually agree and may include written reports of opinions and
oral testimony, not otherwise limited by standards promulgated by
the American institute of Certified Public Accountants or other
similar governing organizations.

As auditors and accountants, KPMG will continue to provide the
non-restructuring tax, audit, and accounting services that it has
provided to the Debtors prior to the Petition Date. The auditing
and accounting services may include, but will not be limited to,
the following:

      (a) Audit examinations of the annual financial statements of
the Debtors as may be required from time to time and assistance
in the filing of the Debtors' financial statements and disclosure
documents required by the Securities and Exchange Commission;

      (b) Reviews of the quarterly financial statements of the
Debtors as may be required from time to time, and assistance in
the filing of Quarterly Reports on Form 10-Q with the Securities
and Exchange Commission;

      (c) Research, analysis, and advice with regard to a variety
of audit, accounting, tax planning, and regulatory compliance
issues;

      (d) Assistance to the Debtors in conducting various internal
data systems, financial, and operational internal audits as
requested by the Debtors;

      (e) Prepare or review any tax returns and other tax
compliance filings as may be required in the various
jurisdictions in which the Debtors operate;

      (f) Advice and assistance to the Debtors regarding tax
planning issues, including assistance in estimating net operating
loss carryforwards;

      (g) Assistance in developing and implementing tax reduction
strategies arising from the Debtors' specific request or our
identification of possible tax planning opportunities;

      (h) Provide advice and assistance on the tax consequences of
any proposed plans of reorganization, and in the preparation of
any Internal Revenue Service ruling requests regarding the future
tax consequences of alternative reorganization structures;

      (i) Preparation of and/or assistance in the preparation and
review of federal and state income tax returns of certain
executives of the Debtors in accordance with the Debtors'
Executive Tax Assistance Program;

      (j) Assistance required regarding existing and future IRS,
state, and/or local tax examinations; and

      (k) Other tax advance and assistance as may be requested
from time to time.

KPMG's billing rates, subject to periodic adjustments, for these
services are:

      Partners and directors            $375 to $600
      Senior managers and managers      $250 to $450
      Senior and staff consultants      $125 to $250
      Paraprofessionals                  $85 to $105

The Debtors have paid KPMG an aggregate amount of $200,000 to be
held as a retainer for professional services to be provided in
contemplation of or in connection with these Chapter 11 cases.
The approximate remaining retainer balance of $100,000 is subject
to adjustment based on a final review, approval and application
of all prepetition fees and expenses incurred by KPMG on behalf
of the Debtors. Any remaining balance will be applied against
future fees.

Stephen B. Darr, a partner of KPMG, told Judge Farnan that KPMG
neither holds nor represents any interest adverse to the Debtors
or these estates in the matters for which employment is sought.
Mr. Darr disclosed that KPMG may have received services in the
past, or be receiving services, from other professionals in these
cases, creditors, and other parties in interest, and KPMG may
also be rendering services to other professionals, creditors and
other parties in interest, or have rendered services in the past.
These include significant trade vendors such as ACE-CIGNA, AIG
Life Insurance Company, Bank of America National Trust & Savings,
Chase Manhattan Trust Company, E. Heller & Co., ExxonMobil
Chemical Company, and others. However, none of these past,
present or future services relate or are adverse to the Debtors
or these estates. (Armstrong Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AVATEX CORPORATION: Reports Losses -- What Else? -- in Q3 2000
--------------------------------------------------------------
Avatex Corporation (OTC Bulletin Board: AVAT), announced
financial results for the third quarter and first nine months of
fiscal 2001 ending December 31, 2000.

                          Third Quarter

The Company reported a loss from continuing operations of $4.9
million compared with income from continuing operations of $1.1
million for the same period last year. The loss in the current
quarter compared to the income in the same period last year was
principally attributed to losses compared to income from our
equity investment in Phar-Mor, Inc. and increased interest
expense as a result of issuing 6.75% notes in December 1999.
These increased expenses were partially offset by a reduction in
operating costs for the third quarter of fiscal 2001 compared
with the same period last year.

The Company recorded net income to common shareholders of $2.7
million, or $0.15 per share, compared with net income to common
shareholders of $220.2 million, after preferred stock dividends
and a gain on the elimination of the preferred stock, or $15.41
per share, for the same period last year. The preferred stock was
eliminated in December 1999 as a result of the merger of the
Company with its then wholly-owned subsidiary, Xetava
Corporation. This quarter's results included $7.6 million or
$0.43 per share in extraordinary income, primarily from the
Company's equity in an extraordinary gain on the early
extinguishment of debt by Phar-Mor, Inc.

                          Year-to-Date

The Company reported a loss from continuing operations of $17.9
million for the nine months ending on December 31, 2000, compared
with a loss from continuing operations of $5.7 million for the
same period last year. The increased loss for the nine month
period was principally attributed to losses compared to income
for the same period last year from our equity investment in Phar-
Mor, Inc. and increased interest expense as a result of issuing
the 6.75% notes in December 1999. These increased expenses were
partially offset by a reduction in operating costs for the first
nine months of fiscal 2001 compared with the same period last
year.

The Company recorded a net loss to common shareholders of $9.8
million, or $0.56 per share, compared with net income to common
shareholders of $206.5 million after preferred stock dividends
and a gain on the elimination of the preferred stock, or $15.37
per share, for the same period last year. As indicated above, the
preferred stock was eliminated in December 1999 as a result of
the merger of the Company with its then wholly-owned subsidiary,
Xetava Corporation. This year's results included $8.0 million in
extraordinary income, primarily from equity in an extraordinary
gain on the early extinguishment of debt by Phar-Mor, Inc. The
prior year results included gains from discontinued operations of
$5.6 million from the sale of the Company's remaining interests
in real estate partnerships, and $2.3 million from a contingent
payment received as a result of the disposal of our pharmacy
benefit management operations.

                          FoxMeyer Settlement

Subsequent to December 31, 2000, Avatex's previously announced
settlement with the Trustee of FoxMeyer Corporation and its
subsidiaries with respect to the Company's promissory note
obligation owed to the Trustee and the Company's interest in any
net recovery in certain litigation filed by the Trustee was
approved by the United States Bankruptcy Court for the District
of Delaware that has jurisdiction over the bankruptcy cases of
FoxMeyer Corporation and its subsidiaries. Under the settlement,
Avatex will pay the Trustee $6 million in cash and assign to the
Trustee Avatex's interest in the litigation in full satisfaction
of the note obligation. The Company intends to make payment
following receipt of evidence of the docketing of the final court
order.

Avatex is a holding company that, along with its subsidiaries,
owns interests in other corporations and partnerships. Through
Phar-Mor, Inc., its 46% owned subsidiary, Avatex is involved in
operating a chain of retail discount drugstores devoted to the
sale of prescription and over-the-counter drugs, health and
beauty aids and other general merchandise.


BIG V: Nomura CBO Joins Creditors' Committee
--------------------------------------------
The Office of the United States Trustee in Wilmington DE, has
amended its appointment of the Official Creditors Committee in
the Big V Supermarkets  (Florida, NY) Chapter 11 Case. Dropped
from the Committee is the Indenture Trustee for the Company's
Notes, with a noteholder (Nomura CBO 1997-2 Ltd.) added, keeping
the Committee at seven members, F&D Reports says in a report
issued earlier this week.


BILL'S DOLLAR: Files "Chapter 22" Petition in Wilmington
--------------------------------------------------------
Bill's Dollar Stores, Inc., which operates 410 stores in 13
states, announced that in order to facilitate a sale of the
Company, it filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code.

Interim Chief Executive Officer, Gerald L. Kanter, a managing
director of Osnos Associates, Inc., the turnaround and corporate
renewal firm retained by Bill's Dollar Stores in November 2000 to
assist with its restructuring, said that the Company is currently
in discussions with several potential buyers. Through its
financial advisors, Impala Partners, LLC, the Company will accept
sale offers utilizing competitive bidding procedures under
Section 363 of the Bankruptcy Code.

He noted that during the past year the Company has completed
various strategic initiatives aimed at reducing expenses and
improving operations that have significantly increased the
enterprise value of Bill's Dollar Stores. "As of the fiscal year
ending February 1, 2001, a year characterized by a very tough
retail environment, we closed 157 underperforming store locations
or stores which did not fit the Company's strategic direction and
we expect to close our Augusta, Georgia distribution center by
April 1, 2001. We have reduced overhead and improved cash flow
and margins, and strengthened management throughout the
organization," Mr. Kanter said.

"We are very pleased with the Company's progress to date, and the
resulting enhancement to its value from the strategic
restructuring activities of the past year. After careful
evaluation, management and the board have concluded that in order
to ensure Bill's Dollar Stores' continued viability, provide it
with greater access to the financial resources necessary to
continue to prosper and grow, and have the least impact on the
jobs of its employees, a sale of the Company is in the best
interests of all of its constituents. The Chapter 11 process
allows time for prospective buyers to evaluate the Company and
its operations while day-to-day business activities continue
without interruption," Mr. Kanter said.

The Company filed its voluntary petition for relief under Chapter
11 in the U.S. Bankruptcy Court for the District of Delaware in
Wilmington.


BILL'S DOLLAR: Summary of the 1993 Chapter 11 Filing
----------------------------------------------------
Bill's Dollar Stores, Inc., filed for chapter 11 protection on
July 12, 1993.  See In re Bill's Dollar Stores, Inc., Bankruptcy
Case No. 93-808 (Bankr. D. Del.).  Judge Walsh presided over that
restructuring that culminated in a swap of substantial claims
held by Prudential Insurance Company of America for a majority
equity stake in the Reorganized Debtor.

In the 1993 case, Fried, Frank, Harris, Shriver & Jacobson served
as lead counsel to the Debtor.  Thomas E. Biron, Esq., and Joel
C. Shapiro, Esq., represented the Official Committee of Unsecured
Creditors, with financial advisory services provided by Houlihan,
Lokey, Howard & Zulkin.

After creditors were presented with competing plans of
reorganization -- one by the Debtor and one crafted by the
Creditors' Committee -- the Company emerged under the Debtor's
plan in 1995.  Throughout the 1993 chapter 11 case, Bill's
focused on closing unprofitable stores, striking deals to
acquiring merchandise at cheaper prices, and defending itself
against third-party acquisition proposals which the Creditors'
Committee kept bringing to the table.


BILL'S DOLLAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bill's Dollar Stores, Inc.
         1025 Northpark Drive
         Ridgeland, Mississippi 39157-5216

             or

         P.O. Box 6019
         Ridgeland, MS 39158-6019


Chapter 11 Petition Date: February 14, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-0433

Debtor's Counsel: Joel A. Waite, Esq.
                   Pauline Morgan, Esq.
                   Young, Conaway, Stargatt, & Taylor LLP
                   11th Floor, The Wilmington Trust Center
                   1100 N. Market Street
                   P.O. Box 391
                   Wilmington, DE 19899-0931
                   (302)571-6600

                      and

                   Grant T. Stein, Esq.
                   Matthew W. Levin, Esq.
                   Mark I. Duedall, Esq.
                   Jennifer M. Meyerowitz, Esq.
                   Alston & Bird LLP
                   1201 West Peachtree Street
                   Atlanta, GA 30309-3424
                   (404)881-7000


Estimated Assets: $50 Million to $100 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Equilon Enterprises LLC       Trade Debt          $1,092,132
1100 Louisiana Street
Houston, TX 77002
Attn: Rob Routs, CEO
(713)277-7100
Fax: (713)277-9099

Accessories Associates        Trade Debt            $758,188
500 George Washington Hwy.
Smithfield, RI 02917
Attn: John Ranelli, CEO
(800)388-0258 ext. 2203
Fax: (401)231-2820

Madix                         Trade Debt            $556,474
P.O. Box 844778
Dallas, TX 75284
Attn: Walter Dowdle, CEO
(800)633-6282
Attn: Sue Gowan, CFO
(800)776-2349
Fax: (256)839-5608

Amko International, Inc.      Trade Debt            $437,985
362 Balm Court
Wood Dale, IL 60191
Attn: Kenny Lee, CEO
(630)521-0559
Fax: (630)521-0569

American Tissue Corp.         Trade Debt            $399,837
135 S. laSalle street
Chicago, IL 60674
Attn: Mehdi Gabayzadeh, CEO
Attn: Ed Stein, CFO
(800)282-7922
Fax: (631)431-8980

Star Snacks Co., Inc.         Trade Debt            $340,167
105 Harbor Drive
Jersey city, NJ 07305
Attn: Rafie Miller, CFO
(888)782-7688
Fax: (201)200-9827

Sony Magnetic, Prod.          Trade Debt            $336,231
5819 Riverside Drive
Laredo, TX 78041
Attn: Mitsunobu Saito, VP
(305)260-7855
Fax: (305)260-7850

IBM Corporation               Trade Debt            $327,342
1133 Westchester Ave.
White Plains, NY 10604
Attn: Richard J. Ruiz, VP
(212)745-5717
Fax: (212)745-7342

Honeywell Consumer            Trade Debt            $322,726
Products Group
39 Old Ridgebury Road
Danbury, CT 06810-5109
Attn: Dave Berges, CEO
(203)830-7969
Fax: (203)830-7987

Sakar International           Trade Debt            $290,426
195 Carter Drive
Edison, NJ 08817
Attn: Allen Saka, CEO
(800)637-1090 ext.211
Fax: (732)248-1306

GPX Inc.                      Trade Debt            $288,382
P.O. Box 500573
St. Louis, MO 63150
Attn: Fran Osley, CEO
(800)800-7749
Fax: (314)621-0869

P.S. Greetings, Inc.          Trade Debt            $287,563
5730 N. Tripp Ave.
Chicago, IL 60646
Attn: Mark McCracken, President
(800)734-2141
Fax: (773)725-8655

Pepsi Cola Co./Texas          Trade Debt            $275,730
1800 Preston Park Blvd.
Suite 225
Planton, TX 75093
Attn: Kathi Schlientz, CFO
(972)801-1759
Fax: (972)801-1777

Kimberly-Clark Corp.          Trade Debt            $260,524
K-C ID 01-21-07682-001
P.O. Box 619100
Dallas, TX 75261-9100
Attn: Wayne Sanders, CEO
(972)281-1200
Fax: (972)281-1435

Fritz Companies, Inc.         Trade Debt            $260,156
Dept. CH 010111
Palatine, IL 60055
Attn: Lynn Fritz, CEO
(415)538-0555
Fax:(415)904-8661

Frito Lay                     Trade Debt            $252,420
P.O. Box 200602
Dallas, TX 75320
Attn: Dave Radar, CFO
(972)334-5254
Fax: (972)334-6263

Warren Oil Co., Inc.          Trade Debt            $251,489
P.O. Box 1507
Dunn, NC 28335
Attn: Irwin Warren, CEO
Attn: Max Rudminat, CFO
(910)892-6456 ext.101
Fax: (910)892-4245

Equalnet Inc.                 Trade Debt            $248,317

Pactiv Adv Packaging          Trade Debt            $242,928

Northeastern Plastics         Trade Debt            $239,576


BILL'S DOLLAR: Congress Extends $50 Million DIP Facility
--------------------------------------------------------
Interim Chief Executive Officer, Gerald L. Kanter said that in
order to ensure that its vendor relationships remain intact and
to assure the continued flow of merchandise to its stores, Bill's
Dollar Stores, Inc. has obtained a commitment for up to $50
million in debtor-in-possession (DIP) financing from Congress
Financial Corporation (Southern) to fund operations during the
sale process.

"With our $50 million in post-petition financing, once approved
by the Court, we are confident we will have sufficient financial
resources to purchase the merchandise and services necessary to
operate our stores during the sale process and beyond. We look
forward to continued support from our suppliers during the sale
process. The action we took today not only enhances Bills Dollar
Stores, Inc.'s ability to obtain more merchandise to fill its
stores, but puts the Company in a better position to compete
effectively and capitalize on opportunities for future growth,"
Mr. Kanter said.

Mr. Kanter emphasized that neither the employees nor customers of
Bill's Dollar Stores should notice any difference in operations
as a result of the filing or during the sale process. "Daily
operations will continue as usual, store hours will remain the
same and all aspects of the business will go on as before the
Chapter 11 filing. Our employees will continue to be paid as they
always have and transactions that occur in the ordinary course of
business will proceed as usual," he said. The Company said it
expects that policies regarding returns, exchanges and other
customer programs will remain unchanged.


CONVERGE GLOBAL: Restructures Debt & Appoints New Directors
-----------------------------------------------------------
Converge Global Inc. (OTCBB:CVRG) announced that it has
restructured and settled approximately $425,000 in debt, which
was effectively 57% of the outstanding liabilities of the
company.

Converge Global also announced a change of its officers and
directors. Tariq Khan resigned as an officer and director of the
company and was replaced by Akhee Rahman, who will act as
secretary, treasurer and a director of the company.

Imran Husain, CEO of Converge Global, stated: "We were very happy
to have been able to restructure our company and its finances
with no dilution to our current shareholders. We feel that we are
now very well positioned to approach various financing resources
for additional capital. Furthermore, the current market
environments have created a number of unique opportunities, and
we feel that this corporate restructuring puts us in a more
favorable position to implement an aggressive acquisition
strategy."

Converge Global is an emerging Internet incubation and services
firm engaged in developing Internet companies that present
exceptional global e-commerce opportunities. The company has the
capacity to utilize an offshore delivery model to provide a full
range of Internet services.


DEJA.COM: Taps Schottenstein and Bid4Assets for Asset Sales
-----------------------------------------------------------
Bid4Assets and Schottenstein Bernstein Capital Group (SBCG), two
leading full-service asset disposition firms, announced that they
have been retained to auction excess assets from the recently
acquired Deja.com.

The sale will include a large amount of high-end computer
equipment, such as servers, laptops, desktops, monitors,
furniture, office equipment and more. The auction will be held in
Austin, Texas on Feb. 22, 2001. The sale will also include assets
from at least one other Austin Internet company.

Bid4Assets CEO Tom Kohn said, "We are using the Internet to
notify buyers across the country about this auction and to
provide potential buyers with online due diligence for the
assets, such as inventory lists, pictures and specification
sheets. These companies have asked us to sell their assets
because we are effectively combining the best of online and
offline sale solutions."

Scott Bernstein of SBCG added, "By combining the on the ground
experience of SBCG with the technology and marketing capabilities
of Bid4Assets, we have created a powerful team to help companies
dispose of idle assets and maximize returns."

Details about the auction are available at www.bid4assets.com.
Asset inspection will be held on Wednesday, Feb. 21, 2001 from 10
a.m. - 1 p.m. CST. Inspections are by appointment only and can be
arranged by calling Bid4Assets at (877) 427-7387 or by email at
service@bid4assets.com.


EES COKE: Fitch Eyes Ratings in Light of National Steel Problems
----------------------------------------------------------------
Fitch places a Rating Watch Negative status on the ratings of EES
Coke Battery Co.'s (EES) $243.0 million senior secured note
issue.

The note issue is comprised of two series:

      * $168.0 million due 2002, rated `BBB' (series A); and

      *  $75.0 million due 2007, rated `BB-' (series B).

This action reflects the greatly reduced financial strength and
credit quality of National Steel Corporation (NSC), the sole
contracted offtaker for the coke produced by EES.

EES is a wholly owned subsidiary of DTE Energy Services (DTEES),
which is a wholly owned indirect subsidiary of DTE Energy Company
(DTE). Fitch has assigned a senior unsecured rating of 'BBB+' to
DTE. The EES notes were issued in 1997 to finance the acquisition
of NSC's Coke Battery #5. Payments on the notes are made from
revenues received by EES from sales of coke and coke by-products
and from payments made by DTE pursuant to a tax sharing
agreement. NSC is the contract operator of coke battery.

The series A notes are substantially supported by contractual tax
sharing payments from DTE equal to the tax credits earned by EES
pursuant to Section 29 of the Internal Revenue Code (Section 29
tax credits) and the tax benefits of certain net operating losses
(NOL) generated by EES. To earn the Section 29 tax credits, EES
must produce the coke and sell it to an independent third party.

It is estimated the tax sharing payments for Section 29 tax
credits will terminate in Dec. 31, 2002, which is after the
maturity of the series A notes (April 2002), but before the
maturity of the series B notes (April 2007). Hence, series B debt
service payments after April 2003 are tied to NSC's ability to
meet its obligations under the 12-year Coke Sales Agreement.

Fitch considers NSC's credit profile to be consistent with a weak
`B' category issuer. In the event of a payment default under the
Coke Sales Agreement by NSC, EES is allowed to sell the coke
product in the open market, but it is uncertain under what terms,
pricing and timing EES would be able to secure buyers of the coke
products. Fitch believes the likelihood of a payment default by
NSC is higher in the time period after the series A notes have
matured.

Fitch will be meeting with management of DTEES later this month
to discuss, among other issues, the operating and financial
performance of the coke battery, the market for coke products and
the likely options afforded EES in the event of a default by NSC.
Once a complete review is concluded, we will take follow-up
rating action as necessary.


ELCOTEL INC.: Reports Third Quarter Loss
----------------------------------------
Elcotel, Inc. (ECTLQ), a leading provider to the public
communications market, reported a net loss of $2.1 million, or
$0.15 per diluted share, for its fiscal 2001 third quarter ended
December 31, 2000 on net sales and revenues of $5.8 million,
compared to a net loss of $1.5 million, or $.11 per diluted
share, on net sales and revenues of $12.7 million for the quarter
ended December 31, 1999.

Not including tax benefits of $853,000 recorded during the third
quarter last year, Elcotel's operating loss declined by 11%
despite the continued downward revenue trend in its core payphone
business and investment in Grapevine operations, reflecting
significant cost reductions that Elcotel has implemented. For the
nine months ended December 31, 2000, the Company reported a net
loss of $6.2 million, or $0.45 per diluted share, on net sales
and revenues of $22.2 million, compared to a net loss of $3.4
million ($5.3 million before tax benefits), or $.25 per diluted
share, on net sales and revenues of $38.9 million for the nine
months ended December 31, 1999.

"This is now the second quarter since the market began to erode
that we have shown an improvement in operating income on a year
over year basis," Michael J. Boyle, Elcotel's Chairman and Chief
Executive Officer said. "Although disappointed in the losses
incurred, we are encouraged with customer demand in our core
domestic and international markets and the results of our efforts
to turn this business around in a difficult market environment,"
Mr. Boyle added.

William H. Thompson, Elcotel's Chief Financial Officer, said,
"The stabilization of gross profit margin percentages of our core
payphone business and our cost reductions are now outpacing the
investments in our Internet appliance business and downward trend
in core business sales. We continued to experience erosion in our
core business during the quarter because of industry conditions,
but resized the business again to move the Company closer to its
cash flow and profitability goals looking forward."

                          Chapter 11 Proceedings

As previously reported, the Company and its subsidiaries are
operating as a Debtor In Possession under Chapter 11 of the
United States Bankruptcy Code. Elcotel, Inc. and its subsidiaries
filed for Chapter 11 reorganization on January 22, 2001 because
of debt associated with investments in wireless products for the
core payphone business and developing the Internet appliance
business.

"We are committed to maintaining and operating our businesses
while we restructure our debt obligations. We remain a dominant
competitor in the nation's 'smart' payphone business, and we have
a growing market presence in Latin and South America. We also
intend to be a major player both in the U.S. and abroad within
the growing Internet appliance and application service provider
business," Mr. Boyle said.

                          Trading of Common Stock

"On February 12, 2000, the Nasdaq Stock Market delisted the
Company's common stock from the Nasdaq National Market at the
Company's request so that we could move trading to other OTC
electronic trading systems," Mr. Boyle said. "We took this action
because of the trading halt initiated by Nasdaq, and on February
13, 2001, our common stock resumed trading. We expect to be
trading on the OTC Bulletin Board in the near future," Mr. Boyle
added.

Elcotel, Inc., based in Sarasota, Florida, is a leader in
providing public access telecommunications networks and
management services for both domestic and international wireline
and wireless communication networks. Visit Elcotel's corporate
website at www.elcotel.com.


FEATHER RIVER: Baseball Team Owners File For Bankruptcy
-------------------------------------------------------
Baseball fans in Marysville and Yuba City, Calif., welcomed with
open arms the Feather River Mudcats last spring, throwing a
parade and declaring the minor league team a source of community
pride. But after more than 87,000 people attended the Mudcats'
inaugural season, the future of baseball in the area is in
jeopardy, according to a newswire report. Lawyers representing
the team's owners and the Marysville Community Development Agency
appeared in Yuba County Court yesterday to decide who now
possesses the franchise license after the owners last fall
defaulted on a loan payment.

The city has invested more than $1 million in the project, but
the owners say they were forced to file for bankruptcy because of
$500,000 in unexpected stadium costs. "After extended attempts to
negotiate a settlement agreement with the city of Marysville, and
because of the failure to do so, the Feather River Baseball LLC
felt compelled to seek chapter 11 bankruptcy to try to sort out a
business plan," said spokesperson Scott Mendonsa. (ABI World,
February 14, 2001)


FRD ACQUISITION: Files Chapter 11 Petition to Facilitate Sale
-------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTC BB: DINE) announced that
one of its subsidiaries, FRD Acquisition Co. (FRD), has filed a
voluntary petition in the U.S. Bankruptcy Court for the District
of Delaware to facilitate the divestiture of its Coco's and
Carrows restaurant brands.

"We are in negotiation with several parties interested in
acquiring Coco's and Carrows," said Ronald B. Hutchison, chief
financial officer of Advantica. "The action today is intended to
facilitate the sale process of these two brands. The final
selection of a buyer and the completion of the divestiture will
take place under the jurisdiction of the bankruptcy court."
Hutchison stressed that the Chapter 11 filing only involves the
FRD holding company and does not in any way affect the operation
of any of the company's restaurants. Coco's and Carrows will
continue to conduct business as usual throughout the
restructuring process, with vendors and employees paid in full
and on time.

FRD elected to not make an interest payment due January 16, 2001,
on its 12.5 percent Senior Notes due 2004. The 30-day grace
period for the payment expires February 15, 2001. Hutchison noted
that while this decision was made as part of FRD's strategy to
facilitate the sale of Coco's and Carrows, the restaurants have
sufficient working capital to continue to operate in the normal
course of business.

Noting Advantica and FRD have separate capital structures,
Hutchison said the action has no impact on Advantica and its
wholly-owned subsidiary, Denny's.

Advantica announced plans in February 2000 to divest Coco's and
Carrows, as part of its strategy to focus exclusively on its core
brand, Denny's.

Advantica Restaurant Group, Inc. is one of the largest restaurant
companies in the United States, operating over 2,400 moderately-
priced restaurants in the mid-scale dining segment. Advantica
owns and operates Denny's, Coco's and Carrows restaurant brands.
Coco's and Carrows are regional full-service family restaurant
chains with locations primarily concentrated in California.
Coco's operates 179 U.S. restaurants and Carrows operates 141
restaurants.


FRD ACQUISITION: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: FRD Acquisition Co.
         3355 Michelson Drive, Suite 350
         Irvine, CA 92612

Type of Business: The debtor is a holding company for certain
                   subsidiaries that own, hold, and/or operate
                   directly or through franchises & licenses, 622
                   domestic & international family-style
                   restaurants

Chapter 11 Petition Date: February 14, 2001

Court: District of Delaware

Debtor's Counsel: Neil B. Glassman, Esq.
                   Jeffrey M. Schlerf, Esq.
                   Steven M. Yoder, Esq.
                   The Bayard Firm
                   222 Delaware Avenue, Suite 900
                   Wilmington, DE 19899
                   (302)655-5000

Total Assets: $218,823,000

Total Liabilities: $330,139,000

Debtor's Largest Unsecured Creditor (excluding insider/s):

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
The Bank Of New York,         Unsecured Bond Debt $167,574,712
Trustee for 12 1/2% Senior
notes due 2004
Towermarc Plaza 10161
Centurion Parkway,
Jacksonville, FL 32256
Attn: Derek Kettel
(904)998-4716


GOLF TRUST: Considering Plan To Liquidate Assets
------------------------------------------------
Golf Trust Of America Inc. is delaying the release of its fourth-
quarter financial statements as its board considers a plan to
liquidate the Company, according to a report appearing in The
Wall Street Journal. The company indicates that it will release
the results within the next 30 days.

In October, the Company amended and restated a $200,000,000
credit agreement with Bank of America.  BofA reduced its
commitment by $15,000,000 and the parties agreed that the Credit
Facility would terminate by March 31, 2001.


GRAND UNION: C&S Asset Sale Moved to March 3
--------------------------------------------
Grand Union's sale to a Vermont wholesaler has been delayed
again. The purchase, approved in November by U.S. Bankruptcy
Court in Newark, is now scheduled for March 3, said Carl
Wistreich, a vice president of C&S Wholesale Grocers of
Brattleboro, Vt. C&S is buying most of the assets of the Wayne-
based supermarket chain for $301.8 million. In December 2000,
Jeffrey Freimark, Grand Union's chief executive, said the deal
would be finalized by mid-January, but action was delayed while
the transaction was reviewed by the Federal Trade Commission. The
FTC never officially acted on the sale. But by not opposing it
either, the deal was allowed to go forward, and on Feb. 2,
Freimark set Feb. 16 as the closing date. The delay resulted from
"the enormity of the documentation," and was requested by C&S,
Freimark said. (New Generation Research, February 14, 2001)


GRUPO DINA: Will Not Make Semi-Annual Interest Payment On Bonds
---------------------------------------------------------------
Consorcio G. Grupo Dina, S.A. de C.V. (NYSE: DIN, DIN.L), a
leading Latin American producer of trucks, disclosed that it will
not make the scheduled interest payment of U.S. $6.5 million on
its 8% convertible subordinated debentures due August 8, 2004.

This interest payment was originally due on January 16, 2001, and
had a grace period of 30 days before constituting a default under
the terms of the indenture governing the bonds.

The Chief Executive Officer of Grupo Dina, Mr. Gamaliel Garcia,
announced that the company will soon call for a meeting with the
holders of the debentures in order to start negotiations to
restructure the debt. At the same time, Mr. Garcia advised that
at an ordinary meeting of shareholders, a new Board of Directors
was appointed effective immediately with the following members:

      Directors:           Jose Gamaliel Garcia Cortes
                           Martin Melendez Romero
                           Gabriel Garcia Cortes

      Statutory Auditor:   Gustavo Gabriel Llamas Monjardin

      Secretary:           Mauricio German Mendoza Silva

Finally, Mr. Garcia indicated that the extraordinary meeting of
shareholders and the special meeting of series L shareholders
scheduled for today did not occur due to a lack of a quorum. As a
result, the company plans to publish soon a second notice for
such meetings.

Mr. Garcia offered his assurance that Dina will keep the
financial community, the media, its investors, clients and
employees informed of any relevant developments.


HARNISCHFEGER: Goldin Continues to Represent the Equity Committee
-----------------------------------------------------------------
Harnischfeger Industries, Inc. objected to the Equity Committee's
application to employ Goldin as advisor, first, because the
Debtors believe that the continued retention of Goldin is
completely unnecessary and second, because of the short notice of
the hearing for the application.

The first reason, that the continued retention is completely
unnecessary, is based on the Debtors' anticipation of a shortfall
of $627 million in full payment of claims.

Specifically, Blackstone estimates that the enterprise value of
the New Company falls in the range between $925 million - $1.115
billion, with a midpoint of $1.02 billion, and the aggregate
value of the New HII Common Stock falls in a range between $593-
783 million, with a midpoint of $688 million. The Debtors have
estimated the total creditor claims against HII of $1.162
billion. Under the absolute priority rule, these claims must be
paid in full before the pre-petition Shareholders may receive any
distribution. In order to fully satisfy these claims, the Debtors
would be required to pay interest between petition date and the
date of plan confirmation, which assuming a 21 month duration of
the bankruptcy and applying the 7.5% post-petition interest rate
provided for the Plan, would require a distribution valued at
approximately $1.315 billion. Therefore, using the $688 million
midpoint, the Debtors arrive at the amount of $627 million in
shortfall in full payment of the claims.

The Debtors observe that Goldin overcame the $627 million deficit
based on two assumptions that the Debtors said are speculative
and not quantifiable. First, Goldin modified Blackstone's
projections regarding HII's subsidiary, Joy Technologies Inc.,
based on their predictions regarding the future of coal
production. The modification was based on the outlook for coal
which allegedly has improved during the past year, and also based
on the incoming President's pledge to reverse policies of the
prior administration that discouraged domestic production and use
of coal. The Debtors point out that Goldin makes no attempt to
quantify the "outlook for coal production" or to substantiate on
how the in-Coming new President will change the coal industry.

The Debtors also note that the short notice of the hearing on the
application is particularly burdensome at a time when the Debtors
had to prepare for the Disclosure Statement hearing and when many
people take vacation during the holiday season.

The Equity Committee will get its day in Court, Judge Walsh
ruled, and will have the opportunity to present its case about
how the future of coal pricing increases Total Enterprise Value
to a level that keeps the equity in the money. To allow the
Equity Committee to have its day in Court, Goldin's continued
engagement is approved. (Harnischfeger Bankruptcy News, Issue No.
37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ICG COMMUNICATIONS: Seeks To Extend Exclusive Period To Sept. 10
----------------------------------------------------------------
ICG Communications, Inc., and its debtor-affiliates "have begun
the process of constructing a long term business plan. That plan
will be the foundation upon which a reorganization plan
ultimately will be built. The Debtors anticipate completing their
business plan in the next few months, and will thereafter begin
the process of vetting the business plan with the Creditors'
Committee," David S. Kurtz, Esq., at Skadden, Arps, Slate,
Meagher & Flom, told Judge Walsh.

To ensure that all options for maximizing the value of these
estates are pursued, on a parallel track with the stabilization
of the business and creation of a viable stand-alone business
plan, the Debtors are pursuing potential strategic transactions,
Mr. Kurtz relates. Toward this end, inter alia, the Debtors have:

      (a) prepared due diligence materials and established data
          rooms for potential purchasers and investors;

      (b) created management presentations to disseminate
          information with regard to the Debtors' assets and
          operations; and

      (c) negotiated and distributed confidentiality agreements
          with potential purchasers and investors.

Additionally, Mr. Kurtz said, ICG has responded to the
operational and administrative demands of these large and complex
cases and has worked diligently to advance the restructuring
process.

To allow the Debtors' efforts to maximize the value of their
estates to bear fruit, the Debtors asked Judge Walsh, pursuant to
11 U.S.C. Sec. 1122(d), for an extension of their exclusive
period during which to file a plan of reorganization.
Specifically, the Debtors asked that their exclusive period be
extended through September 10, 2001. Additionally, the Debtors
requested a concomitant extension of their exclusive period
during which they may solicit acceptances of that plan through
November 9, 2001.

To terminate the exclusive period at this juncture, Mr. Kurtz
argued, would prematurely deny the Debtors a meaningful
opportunity to negotiate with creditors and propose a confirmable
plan. This would be antithetical to the purpose of chapter 11.
Moreover, Mr. Kurtz warned, multiple plans would lead to
unwarranted confrontations and result in increased administrative
costs. (ICG Communications Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMPERIAL SUGAR: Paying Prepetition Sales and Use Taxes
------------------------------------------------------
Brendan L. Shannon, Esq., at Young Conaway Stargatt & Taylor,
LLP, presented a Motion by Imperial Sugar Company to Judge
Robinson for authorization to pay taxes incurred to the
respective taxing authorities in the ordinary course of their
business, such as sales and use, property taxes, fuel/highway
taxes, income/franchise taxes, and other tax obligations. These
payments are to be without prejudice to the Debtors' rights to
contest the amounts of any taxes on any grounds they deem
appropriate.

Prior to commencement of these Chapter 11 cases, the Debtors paid
the tax liabilities incurred in the ordinary course of their
business as and when such was due. Of the total of $3.8 million
in prepetition taxes owed, over $3.2 million consist of property
taxes which enjoy superpriority status under non-bankruptcy law,
and which must be paid timely to avoid incurring penalties and
interest. Withholding payment of these taxes would likely cause
the relevant taxing authorities to take action to enforce these
obligations, including a marked increase in state audits and a
flurry of lien filings or lift stay motions. This government
action will be avoided if the Debtors promptly and regularly
pay the their taxes.

The Debtors believe that payment of the taxes now affects only
the timing of the payments, and not the amounts to be received by
the taxing authorities. Therefore, other creditors and parties-
in-interest will not be prejudiced if the relief sought is
granted by the Court.

After review, Judge Robinson Sue Robinson granted the Debtors'
motion in all respects. (Imperial Sugar Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMPERIAL SUGAR: Receives Delisting Notice From AMEX
---------------------------------------------------
Imperial Sugar Company (AMEX: IHK) has received notice from the
American Stock Exchange ("AMEX") staff that the Company no longer
complies with AMEX's continued listing guidelines. AMEX has filed
an application with the Securities and Exchange Commission to
strike the Company's common stock from listing and registration
on AMEX, effective at the opening of the trading session on
February 20, 2001. The Company has notified AMEX that it will not
object to the delisting of its common stock.

Imperial Sugar Company is the largest processor and marketer of
refined sugar in the United States and a major distributor to the
foodservice market. The Company markets its products nationally
under the Imperial(TM), Dixie Crystals(TM), Spreckels(TM),
Pioneer(TM), Holly(TM), Diamond Crystal(TM) and Wholesome
Sweeteners(TM) brands. Additional information about Imperial
Sugar may be found on its web site at www.imperialsugar.com.


LEINER HEALTH: Asks Lenders To Waive Certain Covenants
------------------------------------------------------
Leiner Health Products Inc. reported financial and operating
results for its third quarter and nine months ended December 31,
2000, as well as detailed progress on the implementation of its
business reengineering initiative which began in July 2000. The
company said that the initiative, designed to streamline and
consolidate operations, has been expanded and accelerated to
include a total reduction in force of approximately 500
positions.

Net sales for the third quarter were $159.5 million compared to
$182.7 million during the same period a year ago. The company had
an operating loss for the quarter of $5.2 million compared to
operating income of $12.7 million for the same period in 2000.

For the nine months ended December 31, 2000, net sales increased
to $454.6 million compared to $448.1 million during the same
period a year ago. Operating income for the nine months was $5.5
million compared to $15.4 million for the same period in 2000.
The company attributed these results to continued market
softness, increased cost of quality and compliance and the
unprecedented effect of illegal antitrust activity in the
marketplace. The results include $5 million in pricing reductions
not yet matched to lower raw material costs and $5 million for
negative variances from underutilized plants.

Additionally, the company said that it took a charge of $2.5
million for inventory write-offs related to discontinued
products, and a $1.4 million reserve for the closure of the
company's Kalamazoo plant. These charges were offset somewhat by
a $4.4 million antitrust recovery from a small supplier.

The company has entered into an amended and restated credit
agreement with certain financial institutions. As of December 31,
2000, the company was not in compliance with certain financial
covenants of the amended credit agreement that require, among
other things, the company to comply with certain financial ratios
and tests. The company said that it has entered into a waiver
letter with its lenders dated February 14, 2001 under which the
lenders have agreed to waive such events of default under the
amended credit agreement for a limited period ending on the
earlier of March 30, 2001, and the occurrence of another event of
default. During the waiver period, the company intends to work
with its lenders to develop a revised business plan that would
serve as the basis for commencing discussions regarding possible
amendments to the credit agreement. The company underscored that
it believes that cash flow from operating activities, combined
with its current cash availability, will be sufficient to fund
the company's currently anticipated working capital requirements.

                           Reengineering

During the third quarter, Leiner accelerated a reengineering of
its operations in response to ongoing trends and increased price
competition in the vitamin, mineral and supplement (VMS) market
to reduce costs and make the most efficient use of the company's
resources. The reengineering is designed to position Leiner to be
the lowest cost, most efficient provider of private label and
branded self-care products.

Commenting on the reengineering, Robert M. Kaminski, chief
executive officer of Leiner Health Products, said, "Over the
course of the 1990s, the VMS market experienced explosive growth
as positive media and scientific research highlighted the
benefits of using dietary supplements. During that period, Leiner
grew to meet the demand of its customers and established a
leadership position in the mass-market vitamin sector. Frankly,
our growth during that period was so focused on our customers'
needs that it was not always done as efficiently as possible."
The company said that the VMS market began its downturn in late
1999 due to several factors, including mixed scientific studies,
the introduction of low quality products, excessive product
claims from second tier suppliers, and a skeptical media
position. The downturn triggered excess capacity and lower
prices, among other things, which have had an impact on the
company's performance.

"We need to take actions that ensure that Leiner Health Products
can continue to be a market leader, delivering quality service
and innovation at the lowest costs. Our reengineering initiative,
launched last year and accelerated over the last four months, is
designed to simplify our operations and better position us to
capitalize on our operational advantages," continued Kaminski.

The initiative includes the rightsizing of the organization, by
eliminating 500 positions, including those previously identified
in the closure of the Largo, Florida, Kalamazoo, Michigan and
Vancouver, British Columbia facilities. As previously announced,
the company will relocate its most sophisticated manufacturing
operations to its state-of-the-art OTC facility in Ft. Mill, SC.
The implementation of complementary complexity reduction and
inventory reduction programs will increase speed to market and
improve customer service.

"The launch of the Nature's Origin(TM) brand is a manifestation
of our vision of complexity reduction, speed to market and
customer value creation. The majority of all dietary supplements
are purchased at health food stores, not at mass-market retail
outlets. Through the Nature's Origin(TM) brand, we believe we can
increase profitability for ourselves and our customers, in an
environment where market share growth is a realistic answer to
continued mass-market sector category decline. We are pleased by
our customers' enthusiastic response to this new product line,
and are excited by its potential to transform Leiner into a
branded supplier of VMS," said Kaminski.

"Leiner's value proposition to its customer is simple: delivering
high quality products at the lowest possible costs with a
responsive customer service network second to none. Its
reengineering initiative helps ensure that we continue to be the
vendor partner of choice in the VMS and OTC markets," continued
Kaminski.

The company said that it expects to take a significant
restructuring charge during the fourth quarter of fiscal 2001 to
cover certain costs of the reengineering initiative.
Leiner Health Products Inc., headquartered in Carson, California,
is one of America's leading vitamin, mineral, nutritional
supplement and OTC pharmaceutical manufacturers. The Company
markets more than 500 products under several brand names,
including YourLife(R) and Pharmacist Formula(R). For more
information about Leiner Health Products, visit www.leiner.com.


LERNOUT & HAUSPIE: U.S. Trustee Urges Limits on any Examiner
------------------------------------------------------------
Patricia A. Staiano, the United States Trustee, responded to
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.'s
Noteholders' Motion seeking Judge Wizmur's appointment of an
examiner with expanded powers in these Chapter 11 proceedings.
Appearing through Mark S. Kenney, Esq., her counsel, the United
States Trustee told Judge Wizmur that she will not address the
allegations in the Motion regarding fraud and other pre- and
postpetition irregularities.

However, the Trustee notes that these irregularities occurred at
L&H while that debtor was controlled by an earlier management
team. Before commencement of these jointly administered cases,
L&H's senior executive officers were replaced by the pre-merger
senior executives of Dictaphone. The financial irregularities
from up to two years earlier were discovered and disclosed. Since
these cases were filed, John Duerdon, the former Dictaphone CEO
who became the CEO of L&H, has in turn been replaced by Phillippe
Bodson, an individual who the Trustee notes appears to have no
ties to any of the debtors.

However, the Noteholders also alleged that the debtors' fixed,
liquidated unsecured debts, other than debts for goods, services,
or taxes, or owed to an insider, exceed $5,000,000. Indeed, it
appears that the debtors' unsecured obligations to the
Noteholders alone exceed the statutory threshold. Because of
this, the Trustee submitted to the Court that all of the
requirements for appointment of an examiner have been met.

However, the US Trustee proposed that the scope of
responsibilities described in the Noteholders' Motion for the
examiner not be construed as a limitation on the scope of the
examiner's investigation. That scope investigation should,
instead, be co-extensive with the statutory grant of authority in
the Bankruptcy Code, which includes authority to investigate as
appropriate, including an investigation of any allegations of
fraud, dishonesty, incompetence, misconduct, mismanagement, or
irregularity in mismanagement of the affairs of the debtors by
current or former management. The US Trustee therefore urges the
appointment of an examiner with full powers. (L&H/Dictaphone
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOEWEN GROUP: Four Additional Loewen Entities File Petitions
------------------------------------------------------------
Upon a due diligence review of their books and records, The
Loewen Group, Inc. and four of their non-debtor affiliates have
determined that these non-debtor affiliates should commence
chapter 11 cases and participate in the Debtors' restructuring
and plan of reorganization process. These Additional Debtors
are:

      (1) HMP Acquisition, Inc. (d/b/a Hillcrest Memorial Park), a
          Delaware corporation;

      (2) Memory Gardens, Inc. (d/b/a Louisville Memory Gardens
          East), a Kentucky corporation;

      (3) OVC Association (d/b/a Oakview Cemetery Association), a
          Michigan corporation; and

      (4) Phoenix Memorial Park Association, an Arizona
          corporation.

In anticipation of the commencement of these Additional Debtors'
chapter 11 cases, the Debtors sought and obtained the Court's
authorization that the "first day" relief granted to them in
these cases is extended to these Additional Debtors. The Neweol
Order in connection with the commencement of Neweol's chapter 11
case granted comparable relief but did not address all aspects of
"first day" relief. By this motion, the Debtors also sought and
obtained the Court's clear signal that all such relief does apply
to Neweol too.

Specifically, the Debtors obtained the Court's approval for:

(A) Joinder of the Additional Debtors as Borrowers Under the
     Replacement DIP Agreement

     The Replacement DIP Agreement among the Debtors, the lenders
     and First Union National Bank, as administrative agent, and
     as approved by the Court's final order (D.I. 3737) requires
     that all subsidiaries or affiliates of the Debtors that
     commence chapter 11 cases be joined as "Borrowers" under the
     Replacement DIP Agreement.

     Pursuant to section 364 of the Bankruptcy Code, the Debtors
     sought and obtained the Court's authority that, effective as
     of the date and time at which the Additional Debtors' chapter
     11 cases are filed, and without the necessity of any further
     Court order, the Additional Debtors be deemed to be
     "Borrowers" and "Debtors" within the meaning of and for all
     purposes under the Replacement DIP Order. The Debtors also
     requested that they and the Additional Debtors be authorized
     to take all actions necessary or appropriate to effect this,
     including the execution of an amendment to the Replacement
     DIP Agreement and any related documents.

(B) Filing Lists of Creditors and Equity Security Holders on
     computer diskettes in Lieu of Matrices

     The Debtors anticipate that each of the Additional Debtors,
     pursuant to Rules 1007(a)(1) and (3) of the Bankruptcy Rules,
     will file with its voluntary petition: (a) a Creditor List
     setting forth the names and addresses of each creditor,
     without claim amounts; and (b) an Equity List setting forth
     the names and addresses of its equity security holders.

     General Order No. 8 of the Court contemplates that debtors
     use the automated noticing system maintained by the Clerk of
     the Court to serve notices and other documents in connection
     with their bankruptcy cases. In that regard, each debtor
     generally is required to file a matrix of its creditors and
     equity security holders, which must conform to the Clerk's
     Guidelines. Pursuant to the Court's First Day Creditor Order
     in Loewen's chapter 11 cases, the Debtors were granted
     authority to file their lists of creditors (without claim
     amounts) and equity security holders on computer diskettes in
     lieu of the matrices contemplated by the Clerk's Guidelines.

     The Court authorized the Additional Debtors be permitted to
     file the Lists on a computer diskette in lieu of the matrices
     contemplated by the Clerk's Guidelines.

(C) Consolidation of and the Joint Administration of the Chapter
     11 Cases of the Debtors and the Additional Debtors

     Pursuant to Bankruptcy Rule 1015(b), the Court's order also
     provides that the Additional Debtors' chapter 11 cases be
     consolidated for procedural purposes only, and jointly
     administered, with the Debtors' chapter 11 cases.

     The Court's order also permits and directs parties in
     interest to use the consolidated caption approved in the
     Joint Administration Order. That caption indicates that the
     pleading relates to the jointly administered bankruptcy cases
     of "Loewen Group International, Inc., a Delaware corporation,
     et al." The relief requested in this regard is consistent
     with that granted in the Neweol Order.

(D) Waiver of Requirements of Notice and Initial Meeting of
     Creditors

     Furthermore, the requirements of the initial notice to
     creditors of the commencement of the Additional Debtors'
     chapter 11 cases, and the initial meeting of creditors under
     section 341 of the Bankruptcy Code is waived.

     The Debtors anticipate that the Additional Debtors will
     request the establishment of a claims bar date and procedures
     for providing notice of following the commencement of their
     chapter 11 cases. The relief to be requested in this regard
     is consistent with that granted in the Neweol Order.

(E) Modification of the Cash Management Order

     Paragraph nine of the "first day" Cash Management Order
     approving the Debtors' centralized cash management system
     (D.I. 47) refers to the original DIP Facility, which has been
     replaced by the Replacement DIP Facility. By way of the
     motion which has been granted by the Court, paragraph nine of
     the Cash Management Order is modified to replace each
     reference to the DIP Facility with a reference to the
     Replacement DIP Facility.

     In addition, the definition of "Intercompany Claims" is
     changed so that it refers also to intercompany claims of
     Neweol and the Additional Debtors.

(F) Extension of First Day Relief to the Additional Debtors and
     Neweol

     To ensure that the Additional Debtors and Neweol are on an
     "even playing field" with the other Debtors in these cases,
     the Debtors sought and obtained the Court's authority that
     all other "first day" relief not addressed above be deemed
     applicable to the Additional Debtors and Neweol.
     Specifically, effective as of the date and time at which the
     Additional Debtors' chapter 11 cases are filed, and without
     the necessity of any further order, each of the Additional
     Debtors are deemed to be a "Debtor" within the meaning of
     and for all purposes under (a) the Cash Management Order and
     (b) the Additional First Day Orders. (Loewen Bankruptcy News,
     Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)


LOEWEN GROUP: Reports "Improved" Financial Results in 2000
----------------------------------------------------------
The Loewen Group Inc. announced its results for the fourth
quarter and year ended December 31, 2000.

For the year ended December 31, revenue declined from $1,023.1
million in 1999 to $896.1 million in 2000. Earnings from
operations, however, increased substantially from a loss in 1999
of $248.6 million to a profit of $14.0 million in 2000. The net
loss for the year also significantly declined, from $465.2
million in 1999 to $72.5 million in 2000. Included in the net
loss are reorganization costs and asset impairment provisions.
The Company's cash position at the end of 2000 rose from $55.2
million at December 1999 to $159.1 million.

For the fourth quarter, revenue decreased from $222.9 million in
1999 to $214.2 million. Earnings from operations increased from a
loss of $343.0 million in 1999 to a profit of $18.4 million. The
Company reported a substantial improvement in net loss, from
$368.7 million in 1999 to $16.0 million for 2000. Included in the
net loss are reorganization costs and asset impairment
provisions.

                     Reorganization Progress

John S. Lacey, Chairman of the Board, commented:

"I am pleased with the Company's results for 2000. They represent
a major step forward in our journey to emerge from Chapter 11 as
a strong and vibrant company."

Paul A. Houston, President and CEO, stated: "The reorganization
of the Company is continuing. The restructuring of operations
management is nearing completion and each of our market
management teams is focused on establishing Loewen as a leader in
customer service in our industry. Over the longer term, we
believe our improved customer service approach will strengthen
the Company's competitive position.

What we have accomplished to date is a tribute to all the Loewen
employees. They have embraced the changes required and have
committed themselves to revitalizing our business. While
significant strides have been made, there is still much work to
be done. In 2001, we will be introducing additional new
information systems, enhancing the purchasing function, and
continuing to refine and streamline our administrative processes.
Expenses continue to decline as planned, and the Company's cash
position at the end of 2000 was well ahead of our forecast."

                          Disposition Program

The Company's program to divest non-strategic assets continues to
proceed at a satisfactory pace. At December 31, 2000, the Company
had sold 84 properties for sales proceeds of approximately $23
million. To date, transactions involving 229 properties and
approximately $82.9 million in sales proceeds, have been closed,
approved by the Bankruptcy Court and scheduled to be closed or
have been signed and submitted for approval.

Based in Toronto, The Loewen Group Inc. currently owns or
operates approximately 1,000 funeral homes and 375 cemeteries
across the United States, Canada, and the United Kingdom. The
Company employs approximately 11,500 people and derives
approximately 90 percent of its revenue from its U.S. operations.


LOEWEN GROUP: Look for a Revised Plan & Disclosure Statement
------------------------------------------------------------
Paul A. Houston, President and CEO of The Loewen Group, Inc.,
disclosed that as the Company continues in its commitment to
emerge from its Chapter 11 and CCAA proceedings at the earliest
feasible time, it will, to that end, file with the United States
Bankruptcy Court a revised Plan of Reorganization and Disclosure
Statement within the next two weeks. These documents will reflect
agreements-in-principle that the Company has reached with the
Official Committee of Unsecured Creditors, holders of a
substantial majority of the Company's senior notes and one of the
Company's largest unsecured creditors, Blackstone Capital
Partners II Merchant Banking Fund L.P.

The agreement with the Unsecured Creditors Committee involves,
among other things, an increase in the recoveries for certain
groups of unsecured creditors, as compared with the recoveries
proposed in the Plan initially filed on November 14, 2000, and a
corresponding decrease in recoveries by certain secured
creditors, as well as providing for the issuance of warrants to
certain unsecured creditors and to holders of the Company's
Cumulative Monthly Income Preferred Securities ("MIPS"). The
revised Plan and Disclosure Statement, like the earlier-filed
documents, treat the Company's bank debt, Series D, E, 1, 2, 3,
4, 5, 6 and 7 Senior Notes and Pass-through Asset Trust
Securities ("PATS") as secured and on a pari passu basis. As
discussed in earlier disclosures from the Company, disputes have
arisen between certain creditor groups as to whether holders of
the Company's Series 3, 4, 6 and 7 Senior Notes and PATS are
secured and entitled to the benefits of the collateral held under
the terms of the Collateral Trust Agreement (the "CTA"). The
United States Bankruptcy Court has ordered that this dispute
proceed through an adversary proceeding, and has also initiated a
mediation process aimed at achieving a settlement of the dispute.
A mediator has been appointed and the initial mediation sessions
are scheduled for February 2001.

John S. Lacey, Chairman of the Board stated, "We have positioned
the Company to emerge from the Chapter 11 and CCAA proceedings as
soon as we can obtain the necessary approvals from the Courts.
Management has made great progress in restructuring the business
and improving cash flow; our claims resolution work is well
advanced; agreements have been reached with a number of principal
creditor groups; and, the Company has prepared and filed a Plan
of Reorganization. The actual date of emergence will be
determined by how quickly the CTA dispute can be resolved through
the adversary proceeding or mediation. It is important to
recognize that this dispute and any resulting delays in emergence
are not related to the Company's performance or our readiness to
operate free from Court protection but, rather, arise from
disagreements among certain groups of creditors as to how each
should share in the distribution of shares, debt and cash that
will occur at emergence. Management believes that, operationally,
it is prepared to emerge and continues to work toward a quick
resolution of the inter-creditor disputes."


LOEWS CINEPLEX: NYSE and TSE Halt Trading in Common Stock
---------------------------------------------------------
According to published reports, the New York Stock Exchange and
Toronto Stock Exchange both temporarily halted trading of Loews
Cineplex Entertainment Corp.'s common shares. The New York Stock
Exchange cited the Company's inability to maintain the minimum
bid price of $1. There are rumors that the Company intends to
file for Chapter 11 protection with the U.S. Bankruptcy Court.
(New Generation Research, February 14, 2001)


LTV CORPORATION: Court Okays Use Of Cash Management Systems
-----------------------------------------------------------
By Order Judge Bodoh approved The LTV Corporation's continued
maintenance of its prepetition cash management system, including
certain intercompany transactions with and transfers to
affiliates, the use of the Debtors' existing bank accounts and
business forms, and current investment and deposit guidelines,
and accorded superpriority status to all postpetition
intercompany claims. (LTV Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MARINER POST-ACUTE: Plans To Sell Assets Of LCT's Nursing Home
--------------------------------------------------------------
Mariner Post-Acute Network, Inc., its wholly-owned subsidiary
Living Centers of Texas, Inc. and other affiliates sought the
Court's approval for:

      (a) the sale of substantially all of the assets of Ralls
Nursing Home, free and clear of liens, claims, encumbrances and
interest at a purchase price of $275,000 subject to adjustments
and prorations;

      (b) the Asset Purchase Agreement by and between Crosbyton
Health Services Corporation as buyer and LCT as seller, with
respect to the sale of the Ralls Nursing Home;

      (c) the assumption and assignment to the buyer of the
Medicare provider agreement between LCT and the Health Care
Financing Administration relating to the Facility;

      (d) the rejection of certain executory contracts related to
the Facility.

The  Facility, a 43-bed licensed long-term care skilled nursing
facility, located at P.O. Box 486 (1111 Ave P), Rails, Texas
79357, produced operating profits of approximately $75,103,
before interest, taxes, depreciation, and amortization (EBITDA)
for the year ended September 30, 2000. The average occupancy of
the Facility during the same period was approximately 62.8%.
Because of the Facility's rural and distant location, LCT is
having difficulty in recruiting qualified staff for the Facility.
Moreover, LCT estimates that the Facility, built in 1963,
currently requires capital expenditures in the approximate amount
of $90,000. LCT also notes that the foundation of the Facility is
visibly cracked, and must be repaired; LCT has not yet obtained
an estimate for this repair.

The Debtors estimate that the proposed sale will generate
approximately $200,000 of net cash proceeds, approximately 25% of
which will be available to satisfy LCT's working capital needs,
and 75% of which will be paid to its prepetition secured lenders
as adequate protection. The Buyer has escrowed a $25,000 deposit
which is non-refundable so long as LCT's senior secured
prepetition lenders consent to the Sale, and the Court approves
the Sale.

Prior to entering into the Purchase Agreement, LCT listed the
Facility with broker Marcus & Millichap. Out of the approximately
thirty potential buyers that the broker contacted, only two
inquiries, and two offers were received. The Broker attributed
the lack of interest to the small size of the Facility, the low
occupancy rate, and the limited potential for economic growth and
development in the community of Ralls.

One of the two offers received by the Broker was made by a bidder
that was bidding for the purchase of a package of similar
properties from the Debtors, but the bidder was ultimately unable
to obtain financing to purchase the package, or even the
individual Facility under the offered terms.

The Debtors told Judge Walrath that Crosbyton Health's offer was
the best offer LCT received. The Buyer is interested in
purchasing the Facility because the Buyer currently owns a
hospital located only nine miles from the Facility. Crosbyton
intends to expand its operation in the local area by acquiring a
skilled-nursing facility, and then directing all of the
hospital's referrals to this facility. Therefore, if LCT does not
sell the Facility to the Buyer, the Facility will ultimately be
forced to compete with the facility that Crosbyton intends to
open in the Ralls area. A second facility in the area will cause
patient census at the Facility to drop to even lower levels,
thereby further eroding the value of the Facility.

The Debtors submitted that the proposed sale as set forth in the
Purchase Agreement is appropriate and is in the best interests of
LCT's estate.

Pursuant to the Purchase Agreement, LCT desires to sell and
assign to the Buyer all of LCT's right, title, and interest in
and to:

      * the Real Property consisting of the Facility, easements,
appurtenances and the improvements and structures located there;

      * the Personal Property, including all equipment, furniture,
fixtures, inventory, and supplies;

      * the Intangibles, including all licenses and permits;

      * books and records relating to the businesses and all
existing agreements with residents and their guarantors; and

      * the going concern of the business conducted at the
Facility, including the name of the business and the current
telephone numbers.

               Assumption of Provider Agreements

As part of the sale, LCT will assume and assign to the Buyer the
Medicare Provider Agreement between LCT and HCFA relating to the
Facility, on terms which have been previously approved by HCFA
and the Court. LCT will seek HCFA's approval of the same terms
with respect to this Sale. Specifically, LCT will assume and
assign the Medicare Provider Agreement and provider number
applicable to the Facility to the Buyer after the Buyer obtains
HCFA approval of the change of ownership.

Notwithstanding the assumption and assignment of the Medicare
Provider Agreement, any claim under the Medicare Provider
Agreement arising prior to the Petition Date will continue to be
treated as a prepetition claim as if such Medicare Provider
Agreement had been rejected so that such claims will not be
treated as administrative claims, and will not be offset against
any of the Debtors' claims arising after the Petition Date.

HCFA will be allowed to offset such claims against any
prepetition underpayment claim of the Debtors arising with
respect to the Debtors' "prudent buyer" claim against Medicare,
even if the claim and debt are not "mutual," as ordinarily
required by 11 U.S.C. section 553, and without further order of
the Court, provided, however, that to the extent HCFA'S claim is
not satisfied in full via exercise of the offset right, the
United States shall have an administrative expense claim pursuant
to 11 U.S.C. section 507(b) for any such deficiency against LCT's
estate. Such claim shall in no event exceed $50,000 with respect
to the Facility.

The rights accorded the United States under the Sale Order will
constitute "cure" under 11 U.S.C. section 365 so that the Buyer
will not have successor liability for any claim against any
Debtors under the Medicare Provider Agreement arising prior to
the effective date of the assignment of such Medicare Provider
Agreement to the Buyer.

Even though the Buyer will have no successor liability for any
claim against any Debtors under the Medicare Provider Agreement
arising prior to the effective date of the assignment of such
Medicare Provider Agreement to the Buyer, the Buyer (or its
designee) will succeed to the quality of care history of LCT as
to the Facility, except that the assignee will not be liable to
pay any civil monetary penalty accruing prior to the date of the
Sale.

                Rejection of the Service Contracts

Because LCT intends to sell all of the Assets associated with the
Facility and cease doing business at the Facility, the service
contracts related to the Facility will be unnecessary and
burdensome to LCT's estate upon the Closing of the Sale.
Accordingly, LCT and the Buyer have agreed that LCT is not and
will not be obligated to assume or assign to the Buyer the
Service Contracts, and that the Service Contracts will instead be
deemed rejected effective as of the Closing Date. (Mariner
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MCWATTER MINING: Obtains CCAA Protection in Quebec
--------------------------------------------------
McWatters Mining Inc. has applied to the Superior Court of Quebec
and obtained an order granting the protections of the Companies'
Creditors Arrangement Act ("CCAA"). The court order appoints
Richter et Associ,s inc. as monitor and effectively prevents
creditors from enforcing their claims while McWatters embarks
upon a restructuring process.

"We have taken this step in the interests of all of our
stakeholders, including our employees, our customers, our
creditors and our shareholders in order to address the current
capital deficiency within McWatters" stated Mrs. Claire Derome,
President and CEO of McWatters. "The protection provided by the
court order enables McWatters to continue the efforts we have
initiated to restructure our overall business operations and to
improve the company's financial situation, which will in turn
enable us to solve our current financial difficulties. I am
hopeful that we will be able to file a plan of arrangement that
will be acceptable to our creditors and will enable McWatters to
take advantage of the efforts undertaken in the past months,
including the transition of underground operations at the Sigma-
Lamaque Complex to an open pit operation, and the opportunities
available to the company" added Mrs. Derome.

McWatters is the eighth largest gold producer in Canada, with
reserves of 2.4 million ounces of gold and additional resources
of4.6 million ounces. McWatters is involved in developing an
extensive portfolio of exploration.


ORA ELECTRONICS: Considering Bankruptcy Protection
--------------------------------------------------
ORA Electronics Inc. (OTCBB:ORAE) said that due to the severely
deteriorated financial condition of the company, it has been
forced to layoff virtually its entire workforce.

The company is presently evaluating the possibility of seeking
bankruptcy protection.

ORA Electronics is a developer and supplier of interface,
connectivity solutions and peripheral accessories for wireless
communication devices. ORA's products supplement the
effectiveness of cellular telephones, personal communications
systems ("PCS"), pagers, computing devices, and the intelligent
transportation systems industry.


OREAD INC.: Files for Chapter 11 Bankruptcy Protection in Kansas
----------------------------------------------------------------
Six separate bankruptcy filings were made on February 13, 2001
for Lawrence, KS -based Oread Inc. and its affiliated operations,
each claiming debts from $50 million to $100 million. The cases
were filed in U.S. Bankruptcy Court in Topeka, KS by David
Kimbrell, chairman and chief executive officer of Oread Inc.

The filings came a day after Kimbrell layed-off half of the
company's 225-member nationwide work force and told remaining
employees they could remain employed by contract, on a week-to-
week basis. All employment contracts - to help wrap up projects
for Oread clients - were expected to be completed within eight
weeks. Each Chapter 11 case filed Tuesday lists assets from $10
million to $50 million, against debts from $50 million to $100
million; each case lists from 200 to 999 creditors. Oread's 20
largest creditors are owed about $48 million. The list includes
Bank One of Chicago, which is owed about $32 million. (New
Generation Research, February 14, 2001)


PILLOWTEX CORP: Trustee Objects To Arthur Andersen As Consultants
-----------------------------------------------------------------
Patricia A. Staiano, the U.S. Trustee for Region III, objected to
the Debtors' application to retain and employ Arthur Andersen LLP
as business consultants in these chapter 11 cases, on two
grounds:

      (a) The engagement letter contains indemnification and
          limitation of liability provisions that are inconsistent
          with prior decisions of the Court. Additionally, these
          provisions are inconsistent with the Debtors' fiduciary
          duties and with the notions of bankruptcy
          professionalism; and,

      (b) Andersen is not disinterested to the extent that it is
          owed payment for pre-petition services. The firm may
          also have received payments on account of pre-petition
          services that are potentially avoidable by the Debtors
          as preferential transfers. (Pillowtex Bankruptcy News,
          Issue No. 4; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


RITE AID: Accusations Flying & More Exchange Offers in the Works
----------------------------------------------------------------
The ongoing class-action lawsuit against Rite Aid (Camp Hill, PA)
is getting down and dirty, F&D Reports relates in a trade
publication released earlier this week. Under a $200 million
settlement with shareholders, reached in December, the Company
agreed to help the plaintiffs pursue their claims in the current
suit, which focuses on former chairman Martin L. Grass, former
CFO Frank A. Bergonzi, former president Timothy J. Noonan and
former auditor KPMG. With the Company's assistance, some rather
disturbing allegations have begun to surface. In addition to the
existing claims of overstating profits, manipulating costs and
hiding expenses, Mr. Grass is being accused of improperly
pledging corporate assets to secure a bank loan and falsifying
minutes of a board committee meeting. Also, Mr. Bergonzi is
alleged to have offered a $20,000 bribe to one of his
subordinates in exchange for help in manipulating fiscal 1999
earnings.

Financial results were strong for the month of January, F&D
observes, pointing to the Company's strong front-end comps of
11.7% for the month. This gain is even more impressive when
measured against its two main competitors; CVS (-0.2% front-end
comps), and Walgreens (4.3% front-end comps). Rite Aid's
chairman, Bob Miller, was recently quoted as stating that the
Company must beat its competitors by 3-4% on front-end comps if
it is going to achieve its projected cash flow targets. While
this is a step in the right direction, Mr. Miller acknowledges
that there are still several other initiatives to be completed
before the Company meets its targets.

Regarding the continuing speculation about Mr. Miller taking the
soon-to-be-vacant position of chairman & CEO at Albertson's when
Gary G. Michael retires in June, he would not comment, however,
he did indicate that he wants to stick around for the success
story he believes will unfold at Rite Aid.

In other news, F&D adds, the Company announced last week the
exchange of $415.4 million of debt for Common Stock valued at
$264 million. The Company indicated that the debt exchange will
not be its last as it intends to complete similar transactions in
the future in an attempt to reduce its excessive debt load.


SAFETY-KLEEN: Changing Operations At Coffeyville KS Waste Site
--------------------------------------------------------------
Safety-Kleen Corp. announced that it is changing the focus of its
hazardous waste management operations at its Coffeyville, KS,
facility. The company will continue its PCB recycling operations
and examine other potential waste management options, but it will
not be renewing the permit for an underutilized hazardous waste
incinerator at the site. That permit expires on July 26, 2001.

The changes come as a result of the Company's continued efforts
to better balance its North American waste-disposal capacity with
today's changing market needs.

"Safety-Kleen is, and will remain, the largest manager of
hazardous and industrial waste in North America," said company
President Grover Wrenn. "Not renewing the operating permit for
the Coffeyville incinerator does not mean we are going out of the
incineration business, it simply means we are streamlining our
incineration operations."

Wrenn said that increased competition, industrial waste
minimization efforts, regulatory changes, and increased
productivity at alternate Safety-Kleen facilities have combined
to make the future economic viability of the Coffeyville
incinerator facility questionable. At the same time, Wrenn said,
the company's PCB recycling business remains healthy, and those
operations may lend themselves to managing and/or recycling other
waste streams, such as mercury-containing light bulbs.

"We want to look at what other environmental business
opportunities might be compatible with our existing operations at
this site," Wrenn said. "There are a variety of materials that
are potentially damaging to the environment if not properly
managed, and we want to determine whether managing some of those
materials at this site makes good environmental and business
sense."

The change in operations at Coffeyville will affect approximately
6 employees.

It is estimated that when the current operating permit expires on
July 26, 2001, it will take approximately six months to close the
incineration operations, Wrenn said. During that time Safety-
Kleen will work closely with Kansas state regulators and the US
Environmental Protection Agency to ensure that closure of those
operations is in full compliance with all applicable laws and
regulations. (Safety-Kleen Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SOMANETICS CORP.: Secures $750,000 Working Capital Line of Credit
-----------------------------------------------------------------
Somanetics Corporation (Nasdaq: SMTS) entered into a Loan and
Security Agreement with Crestmark Bank, a state-chartered bank
headquartered in Troy, Mich., for a working capital line of
credit for up to $750,000, collateralized by the Company's
assets. Under the agreement, Crestmark Bank may lend the Company
such amounts as may from time to time be requested by the
Company, up to $750,000, if no default exists, subject to a
borrowing base based on qualifying accounts receivable and
subject to lender reserves. The loan is payable on demand.

"We announced last week that we have established an objective to
produce positive EBITDA by the fourth quarter and that we will
require $1.5 to $2 million in additional cash to support
achievement of this objective," said Bruce Barrett, Somanetics'
president and CEO. "The credit line is a component of our overall
plan."

Somanetics manufactures and markets the INVOS(R) Cerebral
Oximeter patient brain blood oxygen monitoring system, the only
noninvasive and continuous monitor of changes in regional oxygen
saturation of a patient's blood in the brain that is commercially
available in the U.S. Use of the patient monitoring system can
help medical professionals, such as surgeons and
anesthesiologists, identify regional blood oxygen imbalances and
take corrective action. Such action can potentially prevent or
reduce neurological injuries related to adverse events during
surgery or in the critical care unit and reduce the associated
cost of care. In addition, Somanetics is developing the
CorRestore(TM) patch for use in an evolving cardiac procedure
called Surgical Anterior Ventricular Restoration, or SAVR.


SPORT SUPPLY: New Lender Agrees to Refinance Debt
-------------------------------------------------
Sport Supply Group, Inc. (OTC:SSPY) said a new financial
institution has agreed to refinance the Company's existing senior
secured indebtedness.

Closing of the credit facility, which is contingent upon
finalization of documents and certain other conditions, is
expected to be completed by March 31, 2001. The financing
proposal contemplates a three-year, $27.5 million senior secured
credit facility. The only financial covenant in the credit
agreement will be a quarterly net worth test.

Sport Supply Group also announced its operating results for its
first fiscal quarter ended December 29, 2000.

Revenues for the first quarter ended December 29, 2000 were
$18,201,302, as compared to revenues of $20,070,468 for the
quarter ended December 31, 1999. The decrease in revenues was
primarily due to lower revenues related to youth baseball
products. First quarter gross profit as a percentage of revenues
decreased 4.6%, or $1,423,473, as compared to the first quarter
of the prior year. Gross profit decreased due to product mix
shifts and pricing pressure in the marketplace. Operating
expenses for the first quarter of fiscal 2001 were $7,910,818, an
increase of $241,178 as compared to the first quarter in fiscal
2000. The increase in operating expenses was due to the full
implementation of our SAP AS/400 business and Internet technology
platform operations. This project was not in full operation
during the first quarter of the prior year. Net loss for the
quarter was ($2,227,646) or ($0.31) cents per share, compared to
a loss of ($1,107,428) or ($0.15) cents per share, for the same
period last year.

John P. Walker, President, stated, "We are very pleased to have
negotiated and received a proposal to refinance the Company's
senior credit facility. The structure of the new facility is less
restrictive in terms of financial covenants than our existing
credit agreement. Due diligence by the new lender has been
concluded and the facility has been approved by the financial
institution's credit committee. We look forward to closing the
new credit line as soon as possible.

"Our first quarter is traditionally our weakest quarter in terms
of customer demand. Our youth baseball volume was negatively
impacted by colder weather in the warm weather states, timing of
orders that were expedited last year due to early-buy incentives
not offered this year, and 3 less shipping days in the current
quarter as compared to the same quarter last year. Less shipping
days in the current quarter was due to the fact that the Company
closed its shipping facilities during the last week of December.

Our loss for the quarter was also affected by Information
Technology costs that were expensed this year as compared to
being capitalized last year. While these factors affected our
sales volume during the quarter, the Company's Internet revenues
as a percent of total revenues have doubled since September 2000.
We expect to realize increasing migration by our customer base to
the web this year. Ultimately, this change in customer behavior
by migrating to the Internet will result in savings in paper
catalogue and administrative costs.

"During the past six months, we have embarked on cost reduction
programs that are expected to improve our manufacturing and
operating costs by over $2,000,000 this fiscal year and as much
as $5,000,000 next year. Included in these programs was the
recent consolidation of two of our manufacturing facilities. We
intend to continue programs such as these so that the Company is
positioned to grow its market share in an increasingly
competitive institutional sporting goods marketplace."

As previously reported the New York Stock Exchange proceeded with
its delisting of the Company's shares on Tuesday, February 6,
2001. SSG's stock is currently being quoted on the Over The
Counter Bulletin Board and traded under the symbol "SSPY". We
have appealed the American Stock Exchange decision not to list
SSG's stock because the stock price was below the $3.00 minimum.
On December 22, 2000, Emerson Radio Corp., our largest
stockholder, agreed to purchase 1,629,629 shares of our common
stock from us for $1.35 per share in cash, for a total purchase
price of $2.2 million. This transaction was completed January 12,
2001. The proceeds from this equity investment were used to
reduce outstanding bank debt. The additional investment by
Emerson and the new credit facility will improve the Company's
liquidity and enhance shareholder value.

Sport Supply Group is headquartered in Dallas, Texas, and is
considered the leading direct mail marketer of sporting goods and
equipment to the institutional market. The Company serves
primarily schools, colleges, universities, government agencies,
camps and youth organizations. It markets its products through
specifically targeted direct mail catalogs, a road sales force
and electronic commerce.


THEGLOBE.COM: Receives Delisting Notice From Nasdaq
----------------------------------------------------
theglobe.com, and a leading network of communities and provider
of homepage building tools and small business website hosting,
announced that it has received a Nasdaq Staff Determination
indicating that the Company fails to comply with the minimum bid
price requirement for continued listing set forth in Marketplace
Rule 4450(a)(5), and that its securities are, therefore, subject
to delisting from The Nasdaq National Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There can
be no assurance that the Panel will grant the Company's request
for continued listing.

"With several aggressive restructuring initiatives recently
implemented that have positioned theglobe.com for a turnaround,
we are confident in our future success," commented Chuck Peck,
Chief Executive Officer. "There are clear advantages to
maintaining our Nasdaq National Market listing and we intend to
appeal the Nasdaq Staff Determination."

"We have made significant strides in unlocking the tremendous
value within our world-leading games network, which consists of
seven critically acclaimed on- and off-line properties, and are
continuing to invest in this core competency of theglobe.com,
effectively positioning these properties to capitalize on the
explosive growth in the games industry," Peck added.
"Additionally, we are positioning all of the properties in our
network to better take advantage of the inherent branding
opportunities available on the Internet today, while
simultaneously enhancing the user experience."

theglobe.com is a network of communities that specializes in
bringing people together around shared topics of interest. The
Company delivers "community" through customized community
solutions to major web properties with our best of breed
community products (e-mail clubs and web site building tools).
The Company also owns the highly targeted leading games
information community, games.theglobe.com, comprised of Happy
Puppy, Kids Domain, Chips & Bits (e-commerce site), Computer
Games Online and Computer Games Magazine, as well as UK-based
Games Domain and Console Domain. theglobe.com distributes
community services and games content to RollingStone.com, CBS
Sportsline.com, Time Warner's Road Runner, Alloy.com, AOL UK,
Excite UK, Electronics Boutique UK, Netscape UK, DirectHit.com,
OneMain.com and others.


U.S. INDUSTRIES: Delays SEC Filing as Restructuring Talks Proceed
-----------------------------------------------------------------
U.S. Industries, Inc. (NYSE-USI) announced that it has filed with
the Securities and Exchange Commission pursuant to Rule 12b-25,
extending the filing date of its first quarter report on Form 10-
Q to Tuesday, February 20, 2001.

The Form 10-Q is being delayed to allow disclosure to be made of
an agreement recently reached with the agent bank under the
Company's senior revolving credit facilities to amend and waive
certain financial covenants and related provisions of the
facilities. The Company and the agent are in the process of
obtaining the approval of the additional required lenders.

In addition, the Company stated in its filing that net sales and
operating income for the three months ended December 31, 2000
decreased approximately $250 million (32%) and $39 million (74%),
respectively, from the same period last year. The decrease is
mainly the result of the sale of the diversified businesses in
March 2000, which accounted for sales of $202 million and
operating income of $19 million in the prior year. Included in
operating income for the three months ended December 31, 2000 are
restructuring and other related charges of approximately $10
million primarily from severance and one-time costs associated
with the start-up of a new master distribution center at Ames
True Temper and, as previously announced in September 2000,
accelerated depreciation and operating losses related to the
discontinuance of three unprofitable product lines at the U.S.
Brass operation. The remaining decrease in operating income was
primarily attributable to lower margins at the Hardware and Tools
segment and lower sales at the Bath and Plumbing segment.

The Company also stated that it planned to issue its customary
release with their first quarter earnings on Tuesday, February
20, 2001.

U.S. Industries owns several major businesses selling branded,
consumer-oriented building products to leading home centers and
mass merchants. These brands include Jacuzzi, Ames True Temper,
Sundance Spas, and Zurn, among others.


VENCOR INC.: Agrees To Modify Stay For Insured Litigation Claim
----------------------------------------------------------------
Vencor, Inc., et al, and Mabel Hilmer agreed and stipulated that
the automatic stay will be lifted solely to the extent to permit
Mabel Hilmer to prosecute her claims to final judgment in an
Underlying Action alleging medical malpractice.

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

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

The parties also agreed to mutual general release of claims over
the matter. (Vencor Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VLASIC FOODS: Honoring Prepetition Customer Obligations
-------------------------------------------------------
Vlasic Foods International, Inc. and its affiliates are leading
producers, marketers and distributors of premium branded food
products, including Vlasic pickles, peppers and relish, open Pit
barbeque sauces, and frozen dinners, pies and breakfasts under
the Swanson, Hungry-Man, Great Starts and Fun Feasts brands. The
Debtors' brands are among the most widely recognized food brands
in the United States and have leading market positions. Their
brands are grouped into two general operating segments: the
grocery products operation and the frozen food operation. The
Debtors sold over $900 million of product last year.

The Debtors sought authority to honor customer deposits,
discounts and credits owed to customers arising under the
Debtors' customer programs in place prior to commencement of the
cases, in the same manner as such obligations were honored before
the commencement of these cases, and to continue and maintain the
Customer Programs on a postpetition basis.

The Customer Programs, the Debtors told Judge Robinson, which are
mainly marketing programs, consist principally of trade
promotions and, to a lesser extent, include consumer-based
marketing such as coupons. Trade promotions focus on obtaining
retail display support, achieving temporary price reduction and
securing and increasing retail shelf space. Consumer-oriented
Customer Programs promotions include couponing to generate trial
usage and increase purchase frequency. Vlasic's coupons are
printed in magazines and in advertising inserted in magazines and
newspapers. In the ordinary course of business, the Debtors
invest over 20% of their gross sales revenue into Customer
Programs. The bulk of the Customer Obligations take the form of
accrued discounts that are deducted, with the Debtors' approval,
from outstanding receivables.

There are three primary categories of Customer Obligation
discounts:

      (1) certain of the Debtors' customers have credits in their
accounts which the Debtors apply against future orders;

      (2) the Debtors offer certain customers discounts based on,
among other things, volume of sales, features in customers'
advertising, special displays of Vlasic products in customer
retail stares and shelf-price discounts to the ultimate consumer;
and

      (3) in resolving service deficiencies or billing errors,
certain of the Debtors' customers receive customer credits.

Additionally, under certain circumstances, the Debtors hold
deposits for certain customers. For certain customer accounts,
the deposits will be credited against future services purchased.
In any event, customers in many cases rely upon the Debtors to
credit their deposits against future orders.

The Debtors sought authority to continue to honor the Customer
Obligations against payments to be made for current or future
orders placed by customers, and to continue and maintain the
Customer Programs on a postpetition basis. In the ordinary course
of business, Customer Obligations accrue and are applied at the
approximate amount of $2,000,000 per week. The aggregate amount
of accrued prepetition Customer Obligations is approximately
$17,000,000, of which the Debtors anticipate that approximately
$7,200,000 will be applied over the six weeks immediately
following the Petition Date. The Debtors anticipate that
approximately $3,000,000 of the remaining prepetition Customer
Obligations will be applied over the next 17 months, and the
remainder will be applied over the next two to three years.

If the Debtors are not authorized to honor their Customer
obligations and to continue and maintain their Customer Programs,
Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, warns, the Debtors' goodwill and ongoing business
relationships with their customers will be severely eroded. Even
a short delay by the Debtors in honoring the Customer obligations
or maintaining the Customer Programs could cause serious and
irreparable harm to the value to the Debtors' goodwill and
opportunities for future repeat business. Therefore, the Debtors
believe that the relief requested by this Motion should be
granted.

Concluding that "necessity of payment" doctrine supports the
relief requested in this Motion, Judge Robinson granted the
Debtors' request in all resects. Judge Robinson made it clear,
however, that nothing in her order shall be deemed to be an
assumption or adoption of an agreement, contract or policy, or
otherwise affect the Debtors' rights under 11 U.S.C. Sec. 365 to
assume or reject any executory contract. Further, Judge Robinson
directed, any payment made pursuant to her Order is not, and
shall not, be deemed an admission as to the validity of the
underlying obligation or a waiver of any rights the Debtors may
have to subsequently dispute such obligation. (Vlasic Foods
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
---------------------------------------------------------
Author:  Warren E. Agin
Publisher:  Bowne Publishing Co.
List price:  $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20
over the last 12 months!  Microstrategy Inc. has roller-coasted
from a high of 333 to a low of 7 over the same period!  Just when
the IPO boom is imploding and high-technology companies are
running out of cash, Warren Agin comes out with a guide to the
legal issues of the cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks."  The word "Internet" showed up that year as well, as
"an electronic communications network that connects computer
networks and organizational computer facilities around the
world."   Cyberspace has been leading a kaleidoscopic parade ever
since, with the legal profession striding smartly in rhythm.

There is no definition for the word "cyberassets" in the current
Merriam-Webster.  Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in
meticulous detail how to address them, not only for troubled
technology companies, but for all companies with websites and
domain names.

Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses.  There are four types
of assets embodied in a website: content, hardware, the Internet
connection, and software.  The website's content is its
fundamental asset and may include databases, text, pictures, and
video and sound clips.  The value of a website depends largely on
the traffic it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet.  Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price!  Compaq Computer Corp.
paid Alta Vista Technology Inc. more than $3 million for
"Altavista.com" when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets
as secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy
estates with cyberassets; selling bankruptcy estate assets over
the Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes.

The chapters on secured lending detail technology escrow
agreements for cyberassets; obtaining and perfecting security
interests for cyberassets; enforcing rights against collateral
for cyberassets; and bankruptcy concerns for the secured lender
with regard to cyberassets.

The book concludes with chapters on Y2K and bankruptcy;
revisions in the Uniform Commercial Code in the electronic age;
and a compendium of bankruptcy and secured lending resources on
the Internet.  The appendix consists of a comprehensive set of
forms for cyberspace-related bankruptcy issues and cyberasset
lending transactions. The forms include bankruptcy orders
authorizing a domain name sale; forms for electronic filing of
documents; bankruptcy motions related to domain names; and
security agreements for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.

                           *********

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

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

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

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


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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