TCR_Public/010220.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 20, 2001, Vol. 5, No. 35


AMERICAN HOMEPATIENT: Notifies Banks of Noncompliance
ARMSTRONG: Creditors' Committee Taps Paul Weiss As Lead Counsel
BRIDGE INFORMATION: Files Chapter 11 Petition in St. Louis
CARONDELET HEALTH: Retains Cambio Health To Help Troubled Units

CROWN CORK: Reports Weak Fourth-Quarter & Year-End Results
EDWARDS THEATRES: Anschutz & Oaktree Offer Recapitalization Deal
FINE AIR: Looks for Extension of Exclusive Period to Apr. 25
HARNISCHFEGER: Seeks To Extend Rule 9027 Removal Period To Aug. 6
ICG COMMUNICATIONS: Asks Court To Pre-Approve Bidder Incentives

IMPERIAL CREDIT: Moody's Cuts Senior Debt Rating to Ca from Caa1
IMPERIAL SUGAR: Court Okays Use Of Cash Management System
ISLE OF CAPRI: Reports Third Quarter Loss
ITEQ INC.: Sells Amerex To A I Acquisition For $3 Million
LERNOUT & HAUSPIE: Has Until March 30 To Decide On Leases

LOEWEN GROUP: DIGI Objects To Current Disclosure Statement
LOEWS CINEPLEX: Files Chapter 11 Cases in SDNY & CCAA in Toronto
LOEWS CINEPLEX: Chapter 11 Case Summary
LOEWS CINEPLEX: Obtains Interim Approval of DIP Financing Pact
LOEWS CINEPLEX: Accepts Onex, Oaktree & Pacific Acquisition Bid

MAIL.COM: Plans To Reduce Debt by Up to $16.4 Million
MARINER: Has Until Feb. 22 To Decide On Studer/Morton Leases
MONARCH DENTAL: Fails to Raise New Money & Loan Now in Default
NORTHPOINT: $1B Suit Against Verizon to be Tried in San Francisco
ORBITAL IMAGING: Appoints Rothschild Inc. as Financial Advisor

PILLOWTEX: Committee Wants to Retain HLHZ as Financial Advisor
PILLOWTEX: Opposes Committee's Hiring of Houlihan & BDO Seidman
PRANDIUM INC.: Elects Not to Make Interest Payments on Notes
RBX CORP: Asks that Lease Decision Period be Extended to June 5
SAFETY-KLEEN: Hires Environ International as Consultants

SAN DIEGO SYMPHONY: Rebounds From Bankruptcy
STAN LEE: Files for Bankruptcy Protection To Facilitate Sale
THERMATRIX: Judge Ryan Confirms Debtors' Second Amended Plan
TRANS ENERGY: Agreement Calls for Dismissal of Involuntary Case
TSR WIRELESS: Trustee Retains Seneca As Financial Advisor

USCI INC.: Hires Tauber & Balser As Accountants
VENCOR INC.: Stay Lifted For Insured Litigation Claim
VLASIC FOODS: Honoring & Paying Valid PACA & PASA Trust Claims
WASTE SYSTEMS: Knocked-Off Nasdaq List Today
WHEELING-PITTSBURGH: Judge Bodoh Okays $290MM DIP Financing Pact

WICKES INC.: Ironwood Holds 5.37% Stake
WICKES: Riverside Defaults on Note Secured by Wickes Stock

BOND PRICING: For the week of February 19 - 23, 2001


AMERICAN HOMEPATIENT: Notifies Banks of Noncompliance
American HomePatient, Inc. (OTC: AHOM) disclosed that it is not
in compliance with one of the financial covenants in its credit
facility. The Company has been and continues to be current in its
payments of principal and interest under the credit facility.

Under the terms of the credit agreement governing the credit
facility, the breach of the financial covenant causes the Company
to be in default. The Company is currently negotiating with its
lenders to amend the credit facility to cure the default and
modify other terms and covenants under the credit facility. There
can be no assurances that an agreement will be reached or what
terms such an agreement might contain. As a result of the
default, the lenders under the credit facility have the ability
to demand payment of all outstanding amounts and to exercise
other remedies under the credit facility.

ARMSTRONG: Creditors' Committee Taps Paul Weiss As Lead Counsel
The Official Committee of Unsecured Creditors of Armstrong
Holdings, Inc. asked Judge Farnan to approve the retention of the
law firm of Paul, Weiss, Rifkind, Wharton & Garrison as its lead
counsel, effective as of the Petition Date as it was on that date
that the firm actually commenced work on these cases.

It is necessary, the Committee said, to retain Paul Weiss to:

      (a) Represent and advise the Creditors Committee in its
communications with the Debtors, the Office of the U.S. Trustee,
any other official committees, and other parties-in-interest with
respect to the administration of these Chapter 11 cases;

      (b) Conduct such review as the Committee may require
concerning the acts, conduct, and financial condition of the
Debtors, the operation of the Debtors' business, and any other
matter of significance to the Creditors Committee which may be
relevant to these cases;

      (c) Represent and advise the Creditors Committee regarding
the formulation, negotiation and confirmation of one or more
Chapter 11 plans for the Debtors;

      (d) Advise the Creditors Committee of its rights and
obligations under the Bankruptcy Code;

      (e) Advise, assist and represent the Creditors Committee in
the performance of its duties and the exercise of its powers
under the Bankruptcy Code and the Bankruptcy Rules;

      (f) Prepare applications, motions, and other papers for
filing in these cases and in any other related proceedings, and
represent the Creditors Committee in such proceedings;

      (g) Advise the Creditors Committee with respect to retaining
a financial advisor and other professionals, as needed, and
assist such advisor and other professionals as necessary; and

      (h) Perform such other legal services as may be required by
the Creditors Committee in these cases and in any related

Paul Weiss is entitled to compensation based on its customary
hourly rates. The standard hourly rates for Paul Weiss
professionals are:

      Partners                   $475 to $650
      Counsel                    $475
         0 to 3 years            $250 to $370
         4 to 8 years            $410 to $450
         9 or more years         $450 maximum
      Legal assistants           $75 to $165
      Legal assistant clerks     $75

These rates are generally adjusted on an annual basis to reflect
economic and other conditions.

The hourly rates of attorneys who will have primary
responsibility for representing the Debtors are:

      Robert D. Drain            $595
      Andrew N. Rosenberg        $495
      Alexander V. Rohan         $250

The firm has not received any retainer in connection with this

Robert D. Drain, a member of Paul Weiss, assured Judge Farnan
that the firm is a disinterested person within the meaning of the
Code. However, in the interest of full disclosure, Mr. Drain
revealed that the firm currently represents, or has in the past
represented, entities which may be creditors of the Debtors, or
have interests adverse to the Debtors or the Committee, but not
in any matters relating to the Debtors, their assets or their
operations. None of this representation has resulted in the firm
having any facts or information that would adversely affect such
entities' rights, obligations, or treatment in these Chapter 11
cases or in any related proceedings.

Mr. Leslie Fagan, a member of Paul Weiss, is currently acting as
the Legal Representative of Future Claimants in respect of the
Manville Personal Injury Settlement Trust. While Mr. Drain states
he does not believe this represents any conflict, nevertheless
the firm has established internal screening procedures to protect
sensitive information in both cases.

The firm has represented the Debtors in connection with a limited
number of litigation matters, the most recent of which was closed
in 1997. The firm's representation of the Debtors included a
tortious interference case in 1993, a reimbursement claim arising
from litigation expenses in 1994, representation of the Debtors'
financial advisor in a litigation matter involving the Debtors in
1997, and defense of the Debtors in a product liability action in
1997. All these matters have been closed, and Paul Weiss does not
currently represent the Debtors or any of their affiliates in any

The firm represents, or has represented these members of the
Creditors Committee in a limited number of matters unrelated to
the Debtors, such as Bank One N.A., Deutsche Bank A.G.,
ExxonMobil Chemical Company, Barclays Bank PLC, OakTree Capital
Management, LLC, and MJ Whitman Management, LLC., and affiliates
of these entities. An attorney now with the firm formerly
represented Wells Fargo Bank, N.A., or an affiliate, in matters
unrelated to the Debtors.

Furthermore, in a limited number of matters unrelated to the
Debtors, Paul Weiss represents, or has represented these entities
which are among holders of the twenty largest claims against the
Debtors' creditors:

      JPMorganChase and its affiliates
      Occidental Chemical Corporation and its affiliates
      Dupont Company and its affiliates

An attorney with the firm previously represented Fleet National
Bank, a holder of one of the twenty largest unsecured claims
against the Debtors, on matters unrelated to the Debtors.

The firm has also represented, or represents, AIG and its
affiliates, Zurich Insurance Company and its affiliates, and
Royal Insurance Company, AXZA/Colonia Verischerung, A.G., CIGNA,
Reliance Insurance Company and its affiliates, insurance carriers
for the Debtors, from time to time in matters unrelated to the
Debtors. Because of these representations, the firm may not be
able to participate in any action adverse to these entities.

The firm also represents KPMG, proposed accountants and
reorganization consultants to the Debtors, on a limited number of
unrelated matters, and Lazard Freres & Co., LLC, proposed
financial advisor to the Debtors, from time to time in matters
unrelated to the Debtors.

In addition, the firm's professional liability insurance carriers
were at one time Zurich Insurance Company and X.L. Insurance
Company. The firm may not participate in any action which is
adverse to these entities.

Although the firm has represented entities which are creditors of
the Debtors or which have interests adverse to the Debtors or the
Creditors Committee, Mr. Drain assured Judge Farnan that the firm
will not pursue any interests which are adverse to the Creditors
Committee, and is "disinterested" as that term is used in the
Bankruptcy Code. (Armstrong Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

BRIDGE INFORMATION: Files Chapter 11 Petition in St. Louis
Bridge Information Systems Inc. (BRIDGE(R)) filed a voluntary
petition to reorganize under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Missouri in St. Louis. The filing by BRIDGE moots the
involuntary petition filed by Highland Capital Management on
February 1, 2001.

BRIDGE said that protection under Chapter 11 will ensure that the
company can continue to operate in the ordinary course of
business while its management seeks outside investment in the
company and finalizes a reorganization plan to reduce outstanding

Welsh, Carson, Anderson & Stowe, Bridge's largest shareholder,
intends to submit a bid for the company as part of the
reorganization proceeding. BRIDGE is also retaining an investment
banker to evaluate proposals from other third party bidders.
A spokesman for Welsh Carson said, "BRIDGE has an excellent
franchise. We support the decision by the Board and management to
proceed with the sale process through Chapter 11, and we intend
to submit a bid for the Company in its entirety."

BRIDGE said that as part of the filing it has obtained debtor-in-
possession (DIP) financing from its senior lender group to
provide working capital during the reorganization proceeding.
A spokesman for the steering committee of BRIDGE's bank lenders
said, "We concur with the Company's decision to utilize the
Chapter 11 process to implement a reorganization, and we support
the Company's efforts to achieve a debt restructuring."

Previously, the company had announced an agreement in principle
with its creditors and Welsh Carson to implement a
recapitalization and debt restructuring by filing a Prepackaged
Plan of Reorganization under Chapter 11. BRIDGE said that the
parties to that agreement have elected not to enter into a
definitive agreement regarding a prepackaged filing and that
instead, Bridge will now proceed with a normal Chapter 11

David Roscoe, BRIDGE president, said, "We have determined that
entering Chapter 11 now will allow us to both maximize the value
of the company and provide our clients with the assurance that we
will continue to operate our business without interruption.
BRIDGE has excellent assets -- primarily our people, our clients
and the relevance of our products and services in the financial
information marketplace. A restructured BRIDGE, with a
dramatically reduced debt burden, will be an attractive
investment opportunity and will emerge from Chapter 11 as a
stronger, more viable competitor."

"We will continue to seek the best outcome for our clients and
employees," Roscoe said. "We intend to continue to pay employee
salaries, wages and benefits without interruption and to pay
suppliers and vendors for goods and services received during the

"I have been truly heartened by the many strong expressions of
confidence and support we have received from our clients, vendors
and employees," Roscoe said. "During the last several months
BRIDGE's new management has taken many steps to complete the
integration of several acquired companies and to strengthen the
company's operating procedures. We are now providing market-
leading products and services, with exceptional reliability, rich
content and outstanding tools. We are delivering all this at
prices that are both attractive to the marketplace and profitable
to BRIDGE. The restructuring will allow us to build on this
foundation and realize the full potential of the BRIDGE vision."

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

BRIDGE information products include a wide range of workstations,
market data feeds and web-browser-based applications, combined
with comprehensive market data, in-depth news, powerful analytic
tools and trading room integration systems. BRIDGE, with over a
quarter of a million users in over 65 countries, is headquartered
in New York City with the BRIDGE Trading and Technology center in
St. Louis, and major regional centers in Europe, the Middle East,
Africa, and the Pacific Rim. For more information visit the
BRIDGE web site at

Lead Debtor: Bridge Information Systems, Inc.
              aka Global Financial Information Corporation
              aka Bridge Holdings, Inc.
              717 Office Parkway
              Saint Louis, MO 63141

Debtor affiliates filing separate chapter 11 petitions:

                 Bridge Commodity Research Bureau,
                 Bridge Data Company
                 Bridge Financial AEA, Inc.
                 Bridge Holdings (U.K.), Inc.
                 Bridge Information Systems America, Inc.
                 Bridge Information Systems Int'l, Inc.
                 Bridge International Holdings, Inc.
                 Bridge Investments, Ltd.
                 Bridge News International, Inc.
                 Bridge Trading Technologies, Inc
                 Bridge Transaction Services, Inc.
                 Bridge Ventures, Inc.
                 BTS Securities, Inc.
                 BTT Investments, Inc.
                 EJV Brokerage, Inc.
                 Telerate Financial Information Svcs Inc
                 Telerate Holdings, Inc.
                 Telerate, Inc
                 Telerate International, Inc.
                 Telerate Puerto Rico, Inc.

Type of Business: Provider of financial information and related

Chapter 11 Petition Date: February 15, 2001

Court: Eastern District of Missouri (St. Louis)

Bankruptcy Case Nos.: 01-41593 through 01-41613

Judge: David P. McDonald

Debtor's Counsel: Gregory D. Willard, Esq.
                   Bryan Cave
                   One Metropolitan Sq.
                   211 N. Broadway, Ste. 3600
                   St. Louis, MO 63102-2750

CARONDELET HEALTH: Retains Cambio Health To Help Troubled Units
Carondelet Health System of St. Louis, Mo., which operates the
two Daniel Freeman hospitals in Marina Del Rey and Inglewood,
Ca., has retained Cambio Health Systems to help it turn the two
facilities around. The Daniel Freeman hospitals, which lost a
combined $12 million in their most recent fiscal year, continue
to bleed red ink, reporting losses of $9 million in the first
quarter of this year. Another hospital company, Catholic
Healthcare West of San Francisco, Ca., has expressed interest in
buying the two Daniel Freeman facilities. (New Generation
Research, February 15, 2001)

CROWN CORK: Reports Weak Fourth-Quarter & Year-End Results
Crown Cork & Seal Company, Inc. (NYSE: CCK) (Paris Bourse: CCK)
announced its results for the fourth quarter and year ended
December 31, 2000.

Net income available to common shareholders for 2000, before
unusual items, was $0.73 per diluted share compared with $2.15
per diluted share, before unusual items, for 1999. Fourth quarter
net income, before unusual items, was a net loss of $0.30 per
diluted share compared with net income of $0.30 per diluted
share, before unusual items, in the same quarter last year.

Net sales of $7.3 billion for 2000 and $1.6 billion in the fourth
quarter were 8.9% and 12.1% lower, respectively, compared to
prior year same period results. Excluding the effects of currency
translation ($409 million), net sales would have declined by only
3.8% in 2000 compared to 1999.

Earnings before interest, taxes, depreciation and amortization
("EBITDA") for 2000, before unusual items, were $1,040 million,
down $271 million or 20.7% from 1999 EBITDA, before unusual
items, of $1,311. The compression in EBITDA was attributable to
lower net selling prices and volumes across many product lines,
combined with increasing costs and the continued strength of the
U.S. dollar against the Euro. The Company's ongoing cost
reduction efforts resulted in lowering selling and administrative
costs by 9.8% for the year. However, this only partially offset
the pressure on operating margin.

Two factors, outside the already competitive industry conditions,
also put pressure on the Company. The tightening bank credit
environment coupled with uncertainties related to asbestos
litigation resulted in one rating agency downgrading the
Company's debt by five levels in four weeks. The result of this
action was that the Company lost access to several sources of
capital, including the commercial paper market and off-balance
sheet receivables securitization programs. The Company is
currently working with its bank group to ensure the continuance
of adequate sources of capital and liquidity to fund its
operating and investment needs and is confident they will remain
supportive of the Company's strategy. Year-end net debt was
$4,967 million at December 31, 2000 versus $4,837 million at
December 31, 1999. Net interest expense for the year 2000 was $31
million higher than 1999 and $7 million or $0.05 per diluted
share higher than the Company had previously forecasted.

The effective tax rate for 2000, before unusual items, was 37.2%
compared to the 1999 rate of 34.4%. The increased rate primarily
reflects that non- deductible goodwill amortization had a greater
percentage impact on lower pre- tax income. Minority interests,
net of equity earnings, were a charge of $15 million for 2000
versus $23 million for 1999. The reduction in the minority
interest charge compared to last year resulted from the Company's
purchase of the minority interests in its CarnaudMetalbox Asia
Limited subsidiary operations partially offset by strong
performances in the Company's beverage can joint-venture in

EDWARDS THEATRES: Anschutz & Oaktree Offer Recapitalization Deal
Edwards Theatres Circuit, Inc. signed a letter of intent under
which The Anschutz Corporation and a fund managed by Oaktree
Capital Management LLC will make a significant investment in the
recapitalization of the Edwards chain.

Terms of the proposed transaction were not disclosed.

Edwards' President Stephen Coffey said that he expects a
definitive agreement to be completed within the coming weeks. He
noted that Edwards' management has participated in preliminary
meetings with its bank group and Official Committee of Unsecured
Creditors, and hopes to reach agreement on a consensual plan of
reorganization that will pave the way for consummation of the
recapitalization transaction and Edwards' successful emergence
from Chapter 11.

"Since our voluntary Chapter 11 filing in August 2000, management
and the board of directors have been exploring various
alternatives that would result in maximum recovery to our
creditors, ensure the Company's continued viability and provide
it with greater access to the financial resources it needs to
compete successfully in today's exhibition industry," Mr. Coffey
said. "We believe that the transaction we announced today is in
the best interests of Edwards' creditors, employees, guests and
other constituents. The proposed recapitalization, along with
strategic restructuring initiatives completed by our company
during the past six months, will allow Edwards to emerge from the
Chapter 11 process as a more efficient operation with a realistic
capital structure and a strong competitive future."

Edwards Theatres Circuit, Inc. and certain of its affiliates
filed voluntary petitions for reorganization under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court in Santa Ana,
California on August 23, 2000. Headquartered in Newport Beach,
Calif., the Company currently operates 63 theatres in Southern
California, Idaho and the Houston, Texas area, including Edwards
IMAX Theatres and Edwards Cinematique.

FINE AIR: Looks for Extension of Exclusive Period to Apr. 25
Fine Air Services Corp., et al. sought entry of an order
extending their exclusive periods within which to file their plan
or plans of reorganization and to solicit acceptances to such
plan, each for a period of 90 days, through and including April
25, 2001 and June 25, 2001. As negotiated with counsel for the
Committee, the proposed extension contemplates that if, within
the extended exclusive periods, the debtors file a plan that a
majority of the Committee votes not to support, then the
Committee may promptly file a competing plan of reorganization
and the debtors' right to solicit acceptances for their plan
would be suspended for a period of thirty days to enable the
Committee to file a competing plan.

The case involves five related debtors with international
operations and more than $250 million in debt held by an array of
secured lenders, equipment lessors, foreign and domestic trade
creditors, and bondholders. Formulation of a consensual plan will
require separate negotiations with certain of these
constituencies over issues relating to exit financing, debt
capacity, and corporate governance of the reorganized business.
There have been a series of objections to the $55 million secured
post-petition loan facility, and appellate proceedings arising
from the court's approval of that facility, litigation and
extensive negotiations leading up to the consensual avoidance
of a $190 million pre-petition lien granted to secure antecedent
bondholder debt, and the heightened regulatory scrutiny focused
upon the debtors during the period leading up to and since their
filing for relief in court.

The debtors have formulated a business plan, and the principal
contingencies in the cases remains the availability and terms of
exit financing, and resolution of the bondholder claims will have
a substantial effect in the plan terms.

The debtors are represented by Mark D. Bloom, Brian K. Gart and
Luis Salazar, Greenberg Traurig PA, Miami, Florida.

HARNISCHFEGER: Seeks To Extend Rule 9027 Removal Period To Aug. 6
Harnischfeger Industries, Inc. sought the Court's authority,
pursuant to Rule 9006(b) of the Bankruptcy Rules, for a further
extension of the time by which they may file notices of removal
through and including August 6, 2001 with respect to civil
actions pending as of the petition date.

The Debtors represent that the extension sought will afford them
an additional opportunity to make fully-informed decision
concerning removal of each pre-pretition action and will assure
that they do not forfeit valuable rights under Section 1452. The
requested extension, the Debtors believe, will avoid making
premature strategic decisions before confirmation of the Plan.

Therefore, the Debtors submit that the relief requested is in the
best interest of the Debtors, their estates and their creditors
because it will maximize the Debtors' ability to develop a
cohesive emergence strategy, thus increasing the likelihood of a
successful reorganization. (Harnischfeger Bankruptcy News, Issue
No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ICG COMMUNICATIONS: Asks Court To Pre-Approve Bidder Incentives
"ICG Communications, Inc.'s overriding objective in these cases
is to restructure their obligations and operations in a manner
that maximizes the value of their assets for all stakeholders,"
David S. Kurtz, Esq., from Skadden, Arps, Slate, Meagher & Flom,
told the Bankruptcy Court. To do so, Mr. Kurtz explained, the
Debtors have been pursuing, and continue to pursue, all potential
options available to them, including:

      (a) the creation and implementation of a stand-alone
business plan designed to return the Debtors to profitability and
provide them with a viable capital structure; and

      (b) strategic transactions, such as a sale of some or all of
the Debtors' assets or businesses as going concerns or a
significant equity investment in the Company.

Wasserstein Perella & Company, ICG disclosed, has already
approached numerous potential acquirers and investors, prepared
due diligence materials, set-up data rooms, put management
presentations together, negotiated confidentiality agreements and
distributed an offering memorandum.

To facilitate the solicitation of offers, the Debtors asked Judge
Walsh to pre-approve certain bidding protections designed to
provide incentive to purchasers and investors to make bids for
the Company's assets. Specifically, the Debtors asked Judge Walsh
to put his stamp of approval on a package of bid protections
providing for:

      (x) a 3% Termination or Break-Up Fee, payable in the event
that a qualified bidders' offer is topped by a competing offer,
and subject to a $500,000 cap; and

      (y) authority for ICG and the Creditors' Committee to bind
themselves to contracts containing "no shop provisions," which
would prohibit ICG from actively seeking competitive bids once it
inks a deal with a stalking-horse bidder, subject to a "fiduciary
out" which would permit ICG and the Committee to evaluate,
respond to and entertain any unsolicited competing bids.

Wasserstein told ICG that these bid protections work because:

      (1) they induce parties to submit the first bid or bids for
a particular asset;

      (2) they will discourage bidding strategies that hold back
competitive bids until later in the sale process;

      (3) they will assist ICG in obtaining an initial bid or bids
that may be the offeror's highest bid earlier in the process; and

      (4) they will establish a high floor early in the bidding

Mr. Kurtz pointed out that these are virtually the same bid
protections Wasserstein crafted and Judge Walsh approved in In re
The Loewen Group, Inc., et al., Bankruptcy Case No. 99-1244
(Bankr. D. Del. 1999), in connection with those Chapter 11
debtors' sale of hundreds of funeral homes and cemeteries. (ICG
Communications Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

IMPERIAL CREDIT: Moody's Cuts Senior Debt Rating to Ca from Caa1
Moody's Investors Service lowered Imperial Credit Industries,
Inc.'s credit ratings. The rating agency said this is based on
the requirement that the company infuse capital into its
subsidiary, Southern Pacific Bank, as contemplated in a recent
FDIC order, and on the limited alternatives that exist for ICII
to fund those infusions. Accordingly, Moody's is concerned that
efforts to strengthen the bank will weaken the relative standing
of holding company debtholders.

Moody's downgraded the following ratings:

      * senior debt to Ca, stable outlook, from Caa1;

      * preferred stock (including ROPES) to "ca", stable outlook,
        from "caa".

The rating agency said that traditional alternatives would
include pledging or selling assets to raise cash, while another
alternative is to raise cash in the capital markets. However,
ICII's access to the equity and unsecured debt markets is said to
be weak. ICII is reportedly is considering the possibility of a
plan to exchange all of its outstanding senior notes and
remarketed preferred securities for new notes, at a significant
discount to face value, and other securities. That exchange,
which would be accompanied by the issuance of new secured notes
and warrants, would raise ICII's capital to facilitate supporting
the bank, but would weaken the position of holders of debt and
preferred securities, Moody's relates.

Moody's also noted that there has been a decline in the company's
cash flow from operations and a deterioration in its asset
quality, and its overall leverage remains high. ICII has also
substantially narrowed its business focus by exiting various
businesses, Moody's says.

Imperial Credit Industries, Inc., based in Torrance, California,
reported shareholders' equity of $143 million as of September 30,

IMPERIAL SUGAR: Court Okays Use Of Cash Management System
Imperial Sugar Company sought and obtained Judge Robinson's
permission to continue using their existing cash management
systems, as modified by the DIP facility. Additionally, Judge
Robinson gives her stamp of approval to the continuation of
certain ordinary course intercompany transactions with certain
affiliates of the Debtors, approves the use of the Debtors'
existing bank accounts, business forms and checks, and investment
and deposit guidelines, and directs that superpriority status be
accorded to certain postpetition intercompany claims against
the Debtors.

Before the Petition Date, the Debtors, in the ordinary course of
their businesses, maintained approximately 52 bank operational
accounts, plus two bank accounts which are being closed by the
Debtors. Except as required by the DIP financing agreements, the
Debtors seek a waiver of the U. S. Trustee's requirement that all
prepetition bank accounts be closed and new, postpetition
accounts be opened. If such a requirement were enforced in this
case, this requirement would cause what the Debtor described as
"enormous" disruption to their businesses, and an impairment in
their ability to reorganize. Maintenance of existing bank
accounts would greatly facilitate the Debtors' "seamless
transition to post-petition operations.

The Debtors' primary account is maintained at Mellon Bank in the
name of Imperial Distributing. This is a concentration account
for all intercompany receipts, disbursements under the Debtors'
off-balance sheet receivables financing facility, and other cash
receipts. Funds from this account are then disbursed or deposited
into one of the other accounts or intermediate accounts for the
purposes of funding payroll, benefits, corporate expenses, and
other payables. The Debtors' payroll accounts are maintained at
Wells Fargo Bank for California employees, and at Harris Bank for
non-California employees. Other accounts are kept for medical and
workers' compensation claims, and sugar beet growers.

The Debtors also proposed to continue use of their existing
business forms and checks to avoid substantial disruption of the
normal course of their businesses and to preserve a "business as
usual" atmosphere. To protect against the inadvertent payment of
prepetition claims, all of the banks involved in the Debtors'
cash management system will be advised immediately upon the
Court's approval not to honor checks issued prior to the petition
dates, unless expressly ordered to do so by the Court.

The Debtors further proposed that they not be required to include
the legend "Debtor in Possession" or a "debtor in possession
number" on any checks or other business forms.

The attorneys for the Debtor argued that, as the Debtors are
large, sophisticated companies with a complex cash management
system that provides the Debtors with the capability of rapid
transfer of funds to ensure their safety, the Debtors should be
permitted to utilize safe investment vehicles to invest idle
cash. These investments would be limited to United States
government securities, commercial paper with a grade of A1/P1,
and other comparable securities.

Finally, the Debtors urged that the Court grant "superpriority"
status to intercompany claims. These claims result from the
Debtors' use of transfers into and out of a Concentration Account
in which the entities and the non-debtor entities commingle
funds. Therefore, at any given time there may be balances due and
owing from one Debtor to another Debtor. These balances represent
extensions of intercompany credit. The Debtors stated that they
maintain strict records of all transfers of cash and can readily
ascertain, trace, and account for all intercompany transactions,
and will continue to maintain such records, including records of
all current intercompany accounts receivable and accounts

To ensure that each individual Debtor will not, at the expense of
its creditors, fund the operations of another entity, the Debtors
urged that the Court accord superpriority status to all
intercompany claims against a Debtor by another Debtor arising
after the Petition Date as a result of intercompany transactions
through the Debtors' cash management systems. This superpriority
status would give the resulting debts priority of payment over
any and all administrative expenses, subordinated only to the (i)
priorities, liens, claims and security interests granted under
the DIP Facility, and (ii) other valid liens. (Imperial Sugar
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ISLE OF CAPRI: Reports Third Quarter Loss
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) reported today results
for the third quarter ended January 28, 2001, reflecting a net
loss per diluted share of $.10 compared to a net income of $.19
per diluted share for the third quarter prior year.

The current quarter includes a pre-tax charge of $4.3 million or
$.08 per share in nonrecurring items, related to the write-off of
the company's investment in Capri Cruises and the buyout of the
Crowne Plaza Biloxi license. The net loss before nonrecurring
items for the current quarter was $.02 per diluted share. This
loss is due to several factors that are primarily temporary in
nature and should not extend into the fourth quarter.

The factors contributing to the shortfall from prior year
included extreme weather conditions prevalent in many of the
markets in which the company operates. The weather conditions
adversely impacted operations at the properties and also delayed
completion of the renovations at the company's properties in
Lula, Miss. and Kansas City, Mo., and thus prolonged the
construction disruption at those properties.

Also impacting the results were larger-than-anticipated losses
associated with the opening of the Tunica, Miss. property's $14
million theatre and 227-room hotel; highway construction and
additional competition in the Bossier City, La. market; and a
slowing of market growth in several markets perhaps due in part
to less favorable economic conditions.

Bernard Goldstein, chairman and chief executive officer, stated,
"The third quarter was very challenging due to several factors
outside of our company's control. However, we will continue to
focus on executing our business plan to strengthen operations."
"Our proven business model will only continue to develop the Isle
into a stronger company with long-term success. The external
factors which caused us to fall short of expectations were
temporary in nature; we look forward to improvements anticipated
in our fourth quarter," said John M. Gallaway, president and
chief operating officer.

ITEQ INC.: Sells Amerex To A I Acquisition For $3 Million
ITEQ Inc. (OTC Bulletin Board: ITEQ) has signed a definitive
agreement with A I Acquisition Corp., a Delaware Corporation and
wholly owned subsidiary of Benetech, Inc., an Illinois
Corporation for the sale of the assets of Amerex Industries, Inc.

The sale of Amerex is a part of a restructuring program announced
by ITEQ in June 2000 to reduce the Company's overall level of
debt and restructure its balance sheet. The proceeds of
approximately $3 million from the sale will be used to reduce the
Company's overall level of debt, after deducting transaction

In addition, Bill Reid, President and CEO said, "ITEQ is very
disappointed that more of the previously announced asset sales
have not been completed; however, it is expected that our overall
restructuring will nevertheless be completed later this year."
Any such restructuring will be highly dilutive to the value of
ITEQ's presently outstanding common stock.

ITEQ manufactures engineered equipment and provides after-market
and technical services to industrial customers worldwide. The
Company's products include heat exchangers, storage tanks and
tank products, filtration equipment and related services.

LERNOUT & HAUSPIE: Has Until March 30 To Decide On Leases
Lernout & Hauspie Speech Products N.V., Dictaphone Corporation,
and L&H Holdings USA, Inc., asked that Judge Wizmur extend,
pursuant to 11 U.S.C. Sec. 365(d)(4), the time period during
which they must decide whether to assume, assume and assign, or
reject unexpired nonresidential real property leases under which
any of the Debtors are lessees or sublessees through March 30,

At this stage in this case, Luc A. Despins, Esq., from Milbank
Tweed Hadley & McCloy LLP, explained, approximately 190 leases
have been identified which relate to the Debtors' corporate
offices, storage facilities, or consolidated warehouse and office
facilities. Of these leases, approximately 172 relate to
properties located in the United States and Canada, while 18
relate to properties located outside of the United States and
Canada. The distribution of the leases among the Debtors are:

      L&H: 16 of the Leases relate to properties leased or
           subleased by L&H;

      Dictaphone: 166 of the leases relate to properties leased or
                  subleased by Dictaphone; and

      L&H Holdings: 8 of the leases relate to properties leased or
                    subleased by L&H Holdings.

The Debtors cautioned that these numbers are not intended to be a
conclusive statement of the total number of leases, but instead
merely represent the number of leases identified by the L&H Group
as of the date of this Motion. The Debtors made appoint to
reserve all rights, claims and defenses with respect to these
leases to the full extent of applicable law.

The Debtors are not in a position, in the early stages of these
Chapter 11 cases, to ascertain the proper disposition of the
leases. The Debtors must, as part of the reorganization process,
re-evaluate every aspect of their businesses, including the
leases, to determine the appropriate treatment of each lease.
This evaluation must be completed thoroughly and properly in the
overall context of the Debtors' long- term business and
reorganization plan before the Debtors can make an informed
decision of whether to assume or reject the leases.

Since the commencement of these cases, the Debtors have been
consumed with a vast number of critical administrative and
business decisions. The Debtors have spent considerable time and
resources directing its businesses and tending to various
emergency issues, including but not limited to DIP financing, the
concordat reorganization proceedings in the Belgium court, and
the considerable publicity associated with these high-profile and
often volatile cases. These activities and obligations have
precluded the Debtors from undertaking an in-depth analysis of
the leases. Without an extension of time, the Debtors risk
prematurely and improvidently assuming leases that the Debtors
could later discover to be burdensome, possibly creating uncapped
administrative claims against the Debtors. Similarly, the Debtors
also risk a premature and improvident rejection of leases which
the Debtors could later discover to be critical to their
reorganization efforts.

Finding that the Debtors have established cause for an extension,
Judge Wizmur granted the Debtors' motion in all respects.
(L&H/Dictaphone Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LOEWEN GROUP: DIGI Objects To Current Disclosure Statement
The Directors Investment Group, Inc., on behalf of itself and its
related entities, objected to The Loewen Group, Inc.'s Disclosure
Statement. The Directors Investment Group asked the Court not to
approve the Debtors' Disclosure Statement because the Group
believes that the Disclosure Statement does not meet the
requirements of Section 1125(a), and the Plan cannot meet the
requirements for confirmation prescribed by Sections 1129(a) and

The Directors Investment Group cited five major areas of concerns
about the Disclosure Statement and certain other respects in
which the Group finds that the Disclosure Statement falls short
of the requirement for approval under the Bankruptcy Code.

The Directors Investment Group contended that:

(1) The numerous "disclaimers" are inappropriate

     The Directors Investment Group contends that, in light of the
     numerous disclaimers, no "hypothetical reasonable investor"
     can rely on the information presented in the Disclosure
     Statement to make an "informed judgment".

(2) The proposed reorganization mechanism involving the affairs
     of over 800 separate Debtor entities is, effectively, an
     improper and unconstitutional "substantive consolidation" of
     either (i) all of the Debtors, or (ii) at least those
     categorized as "Division A" through "Division H" Debtors.

     The Directors Investment Group criticized that there is no
     explanation or detailed rationale for the categorization of
     Debtors into "Divisions" and no no meaningful discussion of
     the effect on distributions to the separate creditors of each
     of the various Debtors so categorized.

(3) The "liquidation analysis" is inadequate, inaccurate and

     The Objector believes that unsecured creditors of various of
     the Debtors would benefit from liquidation of the assets of
     specific Debtors, but no attempt has been made to assist
     creditors in distinguishing between the assets and
     liabilities of each of the Debtors.

(4) The "sources and uses of cash" analysis is inadequate.

     The Objector noted that there is no meaningful detail to
     support the assumptions utilized by the Debtors in creating
     its analysis and once again there is no information available
     to assist creditors of particular Debtors in determining
     whether their respective claims would be better treated under
     the proposed Plan, or otherwise. The Objector believes that
     the cash available to the Debtors, on the Effective Date,
     will be in the range of $-0- to $46,000,000, depending, in
     large part, on the Debtors' ability to dispose of alleged
     unneeded assets. However, there is no adequate information in
     the Disclosure Statement about such dispositions, the
     Objector observed.

(5) The suggested value of the "New Shares" at approximately
     $17.09 per share on the Effective Date is not supported by
     specific information in the Disclosure Statement. The
     Objector believes that the actual value is in the range of
     $O.22 to $0.37 per share at December 31, 2000.

In addition to these five major areas of concerns, the Directors
Investment Group pointed out a number of respects in which the
Group believes that the Disclosure Statement is deficient:

      (a) There is no discussion of the effect on creditor
          distributions if claims of the allegedly secured holders
          of Series 3, 4, 6 and 7 and the PATS are held to be
          unsecured claims, as suggested by Exhibit V, the Jones
          Day Memorandum, nor is there any indication of the
          Debtors' intention to do anything other than ignore this
          significant legal issue.

      (b) With respect to the NAFTA Claims, there is no discussion
          of the value, the actions underway to pursue the Claims,
          the probability or timing of any recovery; or the effect
          of any such recovery on (i) distributions to creditors
          or (ii) value available to the Debtors.

      (c) Because it is the purpose of the Disclosure Statement to
          disseminate "adequate information", it is not
          appropriate to make information available to parties at
          a remote location, as offered in the Disclosure
          Statement. There is insufficient time afforded to review
          additional information at the "Document Reviewing
          Centers", within ten days prior to any deadline to
          object to the adequacy of the disclosures set forth in
          the Disclosure Statement.

      (d) There is no detailed analysis or even a general
          description of how the "Restructuring Transactions' are
          to be designed or implemented. No creditor of any
          specific Debtor can fairly assess the benefits available
          under the Plan without an understanding of how that
          creditor's particular Debtor's business is to be

      (e) The Debtors are retaining the rights, proceeds and
          benefits of the "Retained Claims". The creditors have no
          post-confirmation rights or interests in such "Retained
          Claim". However, the nature and value of such "Retained
          Claims" is not described with sufficient particularity
          for creditors to determine if (i) the retention of such
          claims is significant and (ii) such retention permits
          the Debtors to satisfy the "cram down" requirements of
          Section 1129 (b).

      (f) Class 16 Interests are to be retained by "Loewen"
          following confirmation. There is no separate valuation
          of such Interests in the Disclosure Statement. Creditors
          cannot determine to what extent, if any, any creditor
          benefits from, or loses value with respect to such
          Interests: nor whether the retention by "Loewen" of such
          Interests comports with the requirements of Section

      (g) One of the "primary goals" of the Debtors stated in the
          Introduction to the Disclosure Statement is the
          "reinstatement of certain prepetition intercompany
          claims of the Loewen Companies against the Debtors. . ."
          Those prepetition claims are neither specifically
          described nor quantified; neither is the economic effect
          on the reorganized Debtors shown.

      (h) In the General Information section, it is stated that,
          with regard to those "applicable Debtors" which the
          Court finds "solvent", equity interests will not be
          "canceled". There is no disclosure of which Debtors are
          solvent; how and when solvency is to be determined; what
          the effect of the solvency of specific Debtors will be
          on the payment of the claims of creditors of those
          solvent entities; or how solvent Debtors can meet the
          requirements of Sections 1129 (a) (7)(A)(ii) and 1129(b)
          under the Plan, as proposed.

      (i) In the Summary of Classes and Treatment of Claims and
          Interests, the Debtors state that certain Claims have
          been relocated to various "Divisions", but have retained
          the right to substantially revise all Claims estimates,
          and, therefore, all allocations, This leaves each
          creditor in a "Division" without any understanding of
          what distribution, if any, each such creditor may be
          entitled to receive; nor upon what basis each creditor's
          claim has been estimated; nor which Debtor is obligated
          to treat each claim, especially if such obligated Debtor
          is "solvent".

      (j) The Unsecured Classes of Claims - Unsecured Class 5 (CTA
          Note Claims), Unsecured Class 6 (O'Keefe Note Claims),
          Unsecured Class 8 (Intercompany Claims) and Unsecured
          Class 9 (Unsecured Nonpriority Claims) - are each
          treated significantly differently, without any
          meaningful explanation of the reasons for the
          differences in treatment nor of the Debtors'
          satisfaction of the requirements of Section 1129(b).
          Similarly, within Class 9, claims in the "Divisions" are
          treated differently with no meaningful explanation of
          the basis for the inclusion of each Class 9 Claim into a
          specific "Division".

      (k) While the means of satisfying various claims is based
          upon the issuance of "New Common Stock", the Debtors
          retain the right to issue additional preferred stock (no
          attributes are described) and New Common Stock, the
          effect of which issuance would be to dilute the value of
          the New Common Stock, the effect of which issuance would
          be to dilute the value of the New Common Stock to the
          creditors. No explanation is included to apprise the
          creditors of the probabilities, timing, economic effect
          or quantities of shares to be issued.

      (l) It is a condition to the consummation of the proposed
          Plan that a new Exit Financing Credit Facility and an
          Exit Financing Term Loan be in place, as of the
          Effective Date. The lender(s), the terms of, and the
          collateral intended to secure, the loans are not
          described, nor is the financial effect on the post
          confirmation business of the Reorganized Debtors
          detailed. Creditors are not adequately informed as to
          these significant financings, nor their effect on the
          feasibility of the Debtors' Plan.

      (m) The Disclosure Statement does not include:

         (i) the fact that the "West Texas Partner" has offered
             $60,000,000, in cash, to purchase the Debtors'
             interests in the "West Texas Businesses"; nor

        (ii) the effect of such purchase, if consummated, upon the
             value of the New Common Stock, the Debtors' "Sources
             and Uses of Cash" or the Debtors' "Liquidation
             Analysis"; nor

       (iii) the value ascribed by the Debtors to the West Texas
             Businesses, which would have a significant effect
             upon the foregoing portions of the Disclosure
             Statement and is necessary for the creditor to
             determine whether or not the proposed Plan is in
             their best interests; nor is there

        (iv) any discussion of the effects on the reorganized
             Debtors of any future competition by the "West Texas
             Partner" if the existing business arrangement between
             it and the Debtors is modified.

      (n) The TIAA preference claims are retained for the
          exclusive benefit of the Debtors. Such claims are not
          quantified and no basis is given for such retention by
          the Debtors. Further, no explanation is given as to how
          the retention of these preference rights avoids conflict
          with Section 1129 (b). Similarly, claims against Miller
          and Shane and various transfer claims (including
          fraudulent transfer claims) are included in the Retained
          Claims, with no further pertinent information given with
          respect to collectibility, potential recovery, and that
          other detail required for "adequacy".

      (o) The Disclosure Statement states that parties other than
          the Debtors are broadly and generally released and
          discharged from all claims, in contravention of Section
          524(e) and 1129(a)(1). Without further explanation,
          creditors cannot determine whether or not such release
          provisions affect confirmation of the Plan, and, thus,
          whether their votes in favor of the Plan are meaningful.

      (p) The Disclosure Statement mentions a "marketing and
          advertising initiative", but there is no meaningful
          description of that initiative, its cost, type of
          promotion, means of overcoming negative market
          perceptions, marketing methods, timing or implementation
          Because the feasibility of the Debtors Plan is
          conditioned on the Debtors' assumptions as to projected
          growth, expenses, etc., information concerning marketing
          and advertising is essential to an understanding of the

      (q) The Disclosure Statement contains no meaningful
          discussion of current or anticipated competition in the
          market place, i.e., there is no "competition analysis".
          Until such information is made available, the Debtors'
          financial assumptions cannot be tested nor the
          feasibility of the Plan determined.

      (r) With the exception of a multitude of "disclaimers" and
          generalized "risk factors" which are of little help in
          analyzing the current and projected business affairs of
          this complex group of related Debtors, there is no
          meaningful information detailing important business
          factors such as:

            * increase in cremation rates;
            * intentions with respect to retaining and improving
              local management;
            * local marketing initiatives;
            * shortages of experienced, competent funeral
            * causes of industry-wide declines in market activity
              and profit margins;
            * explanation of the substantial differences between
              the Debtors' operating expenses, as a percentage of
              its projected revenues, and those of its major
            * effect of the lack of management experience with
              funeral home/cemetery operations; and
            * effect of the general decline in sales of pre-need

      (s) The Disclosure Statement, as a whole, tends to present
          information as seen only internally through the Debtors'
          eyes, when, in fact, the Debtors operate within a much
          broader business environment. Without the kind of
          detailed information typically included in the most
          rudimentary business plans, it is not possible for any
          party-in-interest to make an informed voting decision.
          The Objector assumes that the Debtors' have a business
          plan. Its pertinent information should be included, in
          detail, in the Disclosure Statement.

      (t) The Disclosure Statement and the record of this case
          shows that of the more than 1,000 subsidiaries of The
          Loewen Group, Inc., over 100 subsidiaries are not
          Debtors. However, there is nothing in the Disclosure
          Statement describing the non-Debtor subsidiaries; their
          operations, values and prospects; nor the effect on, or
          involvement of such non-Debtor subsidiaries with, the
          post-confirmation business operations of the Reorganized

      (u) Class 10 Claims and Class 11 Claims are donned as the
          "MIPS Securities Litigation Claims" and the "Other
          Securities Litigation Claims". Nowhere in the Disclosure
          Statement is there any explanation of why no Class 10
          and 11 Creditors receive distributions under the Plan,
          nor why any such Creditors may be ignored for
          distribution purposes. Without further information, no
          Creditor can conclude that the Plan can be confirmed,
          nor whether the aggregate of the proposed distributions
          to all Creditors will be diluted if the Claims in
          Classes 10 and 11 require satisfaction by the Debtors.

      (v) The "insiders" of the Debtors are to receive options to
          purchase at least 2,475,000 shares of "New Common Stock"
          at an exercise price equal to the average of the daily
          closing sales price per share as reported on The NASDAQ
          Stock Market for the 30 consecutive trading days
          immediately following the Effective Date. Those
          Creditors receiving distributions of New Common Stock
          are having their Claims fully satisfied based upon a $
          17.09 per share valuation (assuming no dilution by
          subsequently issued New Common Stock). No estimate of
          the "option price" is given in the Disclosure Statement.
          Therefore, no Creditor can determine whether (i) the
          differential between such "option price" and the $17.09
          value is so unfair and discriminatory as to render the
          Plan non-confirmable under Section 1129(b), or (ii) the
          Creditors "best interests" may be better served by
          liquidation of the Debtors pursuant to Section
          1129(a)(7)(ii). Without such information, no Creditor
          can make an informed judgment about the Plan.

The Directors Investment Group contended that without the
additional information required in order for the Disclosure
Statement to provide information" required by Section 1125(a), it
appears that, at this time, the Plan does not meet the
requirements of Sections 1129(a)(1), 1129(a)(2), 1129(a)(5)(A)(i)
and (ii), 1129(a)(7) and 1129(b)(1) and (2). The Objector,
therefore, concludes that the Disclosure Statement, in its
present form, should not be approved by the Court for
transmission to the holders of claims against or interests in the
Debtors. (Loewen Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LOEWS CINEPLEX: Files Chapter 11 Cases in SDNY & CCAA in Toronto
Loews Cineplex and all of its wholly-owned U.S. subsidiaries have
filed voluntary petitions for relief under chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York. In Canada, an application under the
Companies' Creditors Arrangement Act (CCAA) was brought before
the Ontario Superior Court of Justice for Cineplex Odeon
Corporation and certain of its other Canadian subsidiaries.

Loews Cineplex and all of its subsidiaries will conduct normal
business operations. While a number of theatres will close as a
result of the bankruptcy filing, all other theatres operated by
the Company will open as usual, offering a full array of films,
refreshments and services.

Lawrence J. Ruisi, President and Chief Executive Officer of Loews
Cineplex, said: "We believe the actions we are taking will allow
the Company to move forward as a strong, well-capitalized entity
with excellent sponsors at a time when many of our competitors in
the North American film exhibition industry are experiencing
severe financial constraints. The proposed transaction and
related restructuring steps provide an opportunity to resolve our
liquidity problems and other issues arising from the industry-
wide oversupply of theatre screens," Ruisi concluded.

In conjunction with the restructuring, and as previously
announced, Loews Cineplex will close approximately 21 theatres in
the U.S. immediately and is seeking court permission to reject
the leases for those locations. As of November 30, 2000, Loews
Cineplex operates 2,965 screens in 365 locations in the United
States. In Canada, Cineplex Odeon will announce plans to close
approximately 25 theatres in the coming weeks once court approval
for these closures has been obtained. Cineplex Odeon operates 856
screens in 114 locations in Canada. Loews Cineplex will continue
to review its entire North American portfolio, as well as its
theatres in Poland, and expects to close at least an additional
50 theatres in the future. The locations and timing of the
additional closures will depend on the outcome of lease

The Company expects to continue normal business dealings with all
of its film distributors throughout the restructuring process.
Vendors, suppliers and other business partners will continue to
be paid under normal terms for goods and services provided during
this period. In accordance with applicable law and court orders,
vendors and suppliers who provided goods or services to the
Company before the filing may have pre-petition claims, which
will be frozen pending court authorization of payment or
consummation of a plan of reorganization. The Company has filed
motions and obtained Bankruptcy Court approval to make payments
on normal terms of all pre-petition claims of its film
distributors and to continue honoring gift certificates, movie
passes and other customer programs.

"We appreciate the continuing support of our customers, lenders
and suppliers and the dedication of our employees," Mr. Ruisi
said. "While these court filings are difficult, coupled with the
transaction and related restructuring steps, they will, in the
long term, serve the interests of our employees, creditors and
customers by making the Company healthier overall. The
restructuring process will enable us to focus on locations with
the greatest potential to serve their markets more effectively
and attract customers, producing greater efficiencies and
significant cost savings. We believe that the results will
strengthen our financial performance and position the Company for
success in the future."

Loews Cineplex Entertainment Corporation is one of the largest
publicly traded theatre exhibition companies in terms of revenues
and operating cash flow, with 2,965 screens in 365 locations as
ofthe November 30, 2000, primarily in major cities throughout the
United States, Canada and Europe. Loews Cineplex Entertainment
Corporation operates theatres under the Loews, Sony, Cineplex
Odeon and Europlex names. In addition, the Company is a partner
inMagic Johnson Theatres, Star Theatres, Yelmo Cineplex de
Espana, De Laurentiis Cineplex d'Italia, Odeon Cineplex in Turkey
and Megabox Cineplex of Korea.

LOEWS CINEPLEX: Chapter 11 Case Summary
Lead Debtor: Loews Cineplex Entertainment Corporation
              711 Fifth Avenue
              New York, NY 10022

Debtor affiliates separately filing for chapter 11 petitions in
the same court:

           71st & 3rd Ave. Corp
           Andy Co., Inc.;
           Beaver Valley Cinemas, Inc.
           Berkeley Cinema Corp.
           Boston Cinemas, Inc.
           Brick Plaza Cinemas, Inc.
           Bricktown Picture Corp.
           C.O.H. Entertainment, Inc.
           Campus Cinemas, Inc.
           Castle Theatre Corp.

           Cinamminson Theatre Corp.
           Cine West, Inc.
           Cinema 275 East, Inc.
           Cinema Development Corporation
           Cinema Investments, Inc.
           Cineplex Odeon Films International, Inc.
           Cineplex Odeon Films, Inc.
           Circle Twin Cinema Corp.
           Cityplace Cinemas, Inc.
           College Theatre Corp.

           Colorado Cinemas, Inc.
           Continent Cinemas Inc.
           Crescent Advertising Corporation
           Crestwood Cinemas, Inc.
           Crofton Quad Corporation
           D.H. Garfield Advertising Agency, Inc.
           Del Amo Theatres, Inc.
           District Amusement Corporation
           Downstate Theatre Corporation
           Downtown Boston Cinemas, LLC

           East Windsor Picture Corp.
           Eatontown Theatre Corp.
           Eton Amusement Corporation
           Fall River Cinema, Inc.
           Farmers Cinemas, Inc.
           Flat Woods Theater Corporation
           Forty-Second Street Cinemas, Inc.
           Fountain Cinemas Inc
           Freehold Cinema Center Inc.
           Freehold Picture Corp.

           Gateway  Cinemas, LLC
           Gerard Theatre Corporation
           H&M Cinema Corporation
           Hawthorne Amusement Corporation
           Hinsdale Amusement Corporation
           I-75 Theatres Inc.
           Illinois Cinemas Inc.
           Jersey Garden Cinemas Inc.
           J-Town Cinemas Inc.
           Kips Bay Cinemas Inc.

           Lance Theatre Corporation
           Lewisville Cinemas, LLC
           Lexington Mall Cinemas Corporation
           Lexington North Park Cinemas Inc.
           Lexington South Park Cinemas Inc.
           Liberty Tree Cinema Corp.
           Loews 34th St. Showplace Cinemas Inc.
           Loews Akron Cinemas Inc.
           Loews Arlington Cinemas Inc
           Loews Arlington West Cinemas Inc.

           Loews Astor Plaza, Inc.
           Loews Baltimore Cinemas Inc.
           Loews Bay Terrace Cinemas Inc.
           Loews Berea Cinemas Inc.
           Loews Boulevard Cinemas Inc.
           Loews Bristol Cinemas Inc.
           Loews Broadway Cinemas Inc.
           Loews Brookfield Cinemas Inc.
           Loews Burlington Cinemas Inc.
           Loews California Theatres Inc.

           Loews Cedar Cinemas Inc.
           Loews Centerpark Cinemas Inc.
           Loews Century Mall Cinemas Inc.
           Loews Cheri Cinemas Inc.
           Loews Cherry Tree Mall Cinemas Inc.
           Loews Chicago Cinemas Inc.
           Loews Chisholm Place Cinemas Inc.
           Loews Cinemas Advertising Inc.
           Loews Cineplex International Holdings, Inc.
           Loews Citywalk Theatre Corporation

           Loews Clarksville Cinemas Inc.
           Loews Connecticut Cinemas Inc.
           Loews Coral Spring Cinemas Inc.
           Loews Crystal Run Cinemas Inc.
           Loews Deauville Gulf Cinemas Inc.
           Loews Deauville Kingwood Cinemas Inc.
           Loews Deauville North Cinemas Inc.
           Loews Deauville Southwest Cinemas Inc.
           Loews Dewitt Cinemas Inc.
           Loews East Hanover Cinemas Inc.

           Loews East Village Cinemas Inc.
           Loews Elmwood Cinemas Inc.
           Loews Exhibition Ride Inc.
           Loews Fine Arts Cinemas Inc.
           Loews Fort Worth Cinemas Inc.
           Loews Freehold Mall Cinemas Inc.
           Loews Fresh Pond Cinemas Inc.
           Loews Front Street Cinemas Inc.
           Loews Fuqua Park Cinemas Inc.
           Loews Garden State Cinemas Inc.

           Loews Greece Cinemas Inc.
           Loews Greenwich Cinemas Inc.
           Loews Greenwood Cinemas Inc.
           Loews Harmon Cove Cinemas Inc.
           Loews Holiday Cinemas Inc.
           Loews Houston Cinemas Inc.
           Loews I-45 Cinemas Inc.
           Loews Indiana Cinemas Inc.
           Loews Kentucky Cinemas Inc.
           Loews Lafayette Cinemas Inc.

           Loews Levittown Cinemas Inc.
           Loews Lincoln Plaza Cinemas Inc.
           Loews Lincoln Theatre Holding Cinemas Inc.
           Loews Louisville Cinemas Inc.
           Loews Meadowland Cinemas 8, Inc.
           Loews Meadowland Cinemas, Inc.
           Loews Memorial City Cinemas, Inc.
           Loews Merrillville Cinemas, Inc.
           Loews Mohawk Mall Cinemas, Inc.
           Loews Monroe Cinema, Inc.

           Loews Montgomery Cinemas Inc.
           Loews Mountainside Cinemas Inc.
           Loews New Jersey Cinemas Inc.
           Loews Newark Cinemas Inc.
           Loews Norgate Cinemas Inc.
           Loews North Versailles Cinemas LLC
           Loews Norwalk Cinemas Inc.
           Loews Orland Park Cinemas Inc.
           Loews Orpheum Cinemas Inc.
           Loews Palisades Center Cinemas Inc.

           Loews Paradise Cinemas Inc.
           Loews Park Central Cinemas Inc.
           Loews Pembroke Pines Cinemas Inc.
           Loews Pentagon City Cinemas Inc.
           Loews Piper's Theatres Cinemas Inc.
           Loews Pittsford Cinemas Inc.
           Loews Plainville Cinemas Inc.
           Loews Post Cinemas Inc.
           Loews Preston Park Cinemas Inc.
           Loews Richmond Mall Cinemas Inc.

           Loews Ridgefield Park Cinemas Inc.
           Loews Rolling Meadows Cinemas Inc.
           Loews Roosevelt Field Cinemas Inc.
           Loews Saks Cinemas Inc.
           Loews Showboat Cinemas Inc.
           Loews South Shore Cinemas Inc.
           Loews Southland Cinemas Inc.
           Loews Stonybrook Cinemas Inc.
           Loews Theatre Management Corp.
           Loews Theatres Clearing Corp.

           Loews Toms River Cinemas, Inc.
           Loews Towne Cinemas, Inc.
           Loews Trylon Theatre, Inc.
           Loews USA Cinemas, Inc.
           Loews Vestal Cinemas, Inc.
           Loews Washington Cinemas, Inc.
           Loews West Long Branch Cinemas, Inc.
           Loews Westerville Cinemas, Inc.
           Loews Westport Cinemas, Inc.
           Loews Williston Cinemas Inc.

           Loews Worldgate Cinemas, Inc.
           Loews Yorktown Cinemas, Inc.
           Loews-Hartz Music Maker Theatres Inc.
           Long Island Cinemas Inc.
           LTM New York, Inc.
           LTM Turkish Holdings Inc.
           Mall Picture Corp.
           Massachusetts Cinema Corp.
           Methuen Cinemas Inc.
           Methuen Cinemas LLC

           Mickey Amusements Inc.
           Midcin Inc.
           Middlebrook Theatre Corporation
           Midstate Theatre Corp.
           Mid-States Theatres Inc.
           Midtown Cinema Inc.
           Minnesota Cinemas Inc.
           Montclair Cinemas Inc.
           Moviehouse Cinemas Inc.
           Music Makers Theatres Inc.

           New Brunswick Cinemas Inc.
           Nickelodeon Boston Inc.
           North Cinemas Inc.
           North Versailles Cinemas Inc.
           Northern New England Theatres Inc.
           Nutmeg Theatre Circuit Inc.
           Ohio Cinemas LLC
           Oxmoor Cinemas Inc.
           Paramay Picture Corp.
           Parkchester Amusement Corporation

           Parsippany Theatre Corp.
           Plainville Cinemas Inc.
           Plaza Cinemas Inc.
           Plitt Southern Theatres Inc.
           Plitt Theatres Inc.
           Poli-New England Theatres Inc.
           Putnam Theatrical Corporation
           Quad Cinema Corp.
           Raceland Cinemas Inc.
           Red Bank Theatre Corporation

           Richmond Mall Cinemas LLC
           RKO Century Warner Theatres Inc.
           Rochester Hills Star Theatres Inc.
           Rosemont Cinemas Inc.
           S & J Theatres Inc.
           Sack Theatres Inc.
           Salem Mall Theatre Inc
           Seattle Cinemas Inc.
           Sedgwick Music Company
           Skokie Cinemas Inc.

           South Holland Cinemas Inc.
           Springfield Cinemas Inc.
           Springfield Cinemas LLC
           Star Theatres of Michigan Inc.
           Star Theatres Inc.
           Stroud Mall Cinemas Inc.
           Sycamore Theatre Inc
           Talent Booking Agency Inc
           Taylor Star Theatres Inc.
           The Walter Reade Organization Inc.

           Theatre Holdings Inc.
           Thirty-Fourth Street Cinemas Inc.
           Times Theatres Corporation
           Towne Center Cinemas Inc.
           Triangle Theatre Corp
           Tri-County Cinemas Inc.
           Tri-Son Supply Corp.
           USA Cinemas Inc.
           Village Cinemas Inc.
           Waterfront Cinemas Inc.

           Webster Chicago Cinemas Inc.
           Westchester Cinemas Inc.
           Westland Cinemas Inc.
           White Marsh Cinemas Inc.
           Woodfield Cinemas Inc.
           Woodridge Cinemas Inc.

Type of Business: Motion picture theatre exhibition company

Chapter 11 Petition Date: February 15, 2001

Court: Southern District of New York (Manhattan)

Bankruptcy Case Nos.: 01-40346 through 01-40582

Judge: Allan L. Gropper

Debtors' Counsel: Brad Eric Scheler, Esq.
                   Janice MacAvoy, Esq.
                   Fried, Frank, Harris, Shriver & Jacobson
                   One New York Plaza
                   New York, NY 10004
                   (212) 859-8000
                   Fax : (212) 859-8583 or (212) 859-4000


                   Togut, Segal & Segal LLP
                   One Penn Plaza
                   New York, NY 10119

Total Assets: $1,844,632,000

Total Liabilities: $1,505,650,000

LOEWS CINEPLEX: Obtains Interim Approval of DIP Financing Pact
Loews Cineplex Entertainment Corporation (NYSE: LCP; TSE: LCX)
disclosed that the U.S. Bankruptcy Court for the Southern
District of New York entered an order Thursday granting interim
approval for debtor-in-possession financing being provided by a
bank group led by Bankers Trust Company.

The Bankruptcy Court has scheduled a final hearing to approve the
financing on April 4, 2001. The Loews Cineplex cases have been
assigned to Bankruptcy Judge Allan Gropper.

The debtor-in-possession financing will be used to finance the
Company's operations during the restructuring process and the
completion of certain ongoing construction projects. The Company
will apply a portion of the financing to enable Cineplex Odeon to
meet its capital needs. Subject to entry of the final order of
the Bankruptcy Court, the debtor-in-possession commitment that
the Company received from Bankers Trust is for approximately $146
million, $60 million of which consists of a revolving credit
line. The balance is to be used by the Company to refinance a
portion of the Company's pre-petition bank debt. This facility,
which expires on January 31, 2002, is designed to ensure that the
Company has sufficient liquidity to operate in the ordinary
course and meet certain of its funding commitments for completion
of certain theatre complexes now under construction in North

LOEWS CINEPLEX: Accepts Onex, Oaktree & Pacific Acquisition Bid
Loews Cineplex Entertainment Corporation (NYSE: LCP; TSE: LCX)
signed a letter of intent with an investor group comprised of
Onex Corporation (TSE: OCX), Oaktree Capital Management, LLC and
Pacific Capital Group, Inc., regarding a proposed acquisition of
Loews Cineplex and its subsidiaries and joint venture interests
and a restructuring of Loews Cineplex's outstanding indebtedness.

The proposal calls for the investor group to acquire Loews
Cineplex in exchange for an equity investment to be valued at
approximately $375 million and a comprehensive restructuring of
Loews Cineplex's outstanding indebtedness. The investment will be
made by way of the investor group converting their debt holdings
into new equity of the Company. Onex' equity investment will be
approximately $170 million and Onex will be the controlling

On behalf of the three investors, Gerald W. Schwartz, President
and Chief Executive Officer of Onex, said: "Loews Cineplex has
very attractive assets in terms of the high quality of its
theatres and their important major market locations. We are
excited about the opportunity to own these assets and to work
with management to position this company as the preeminent
exhibitor in the industry."

The letter of intent contemplates that the proposed acquisition
by the investor group would be consummated pursuant to a chapter
11 plan of reorganization and a Canadian plan of arrangement.
Under this proposed acquisition and restructuring, the investor
group would convert the bank debt it currently holds
(approximately $250 million principal amount out of a total of
$740 million) into 88% of the outstanding equity of reorganized
Loews Cineplex, and general unsecured creditors of Loews Cineplex
(including holders of Loews Cineplex's subordinated debt) would
receive approximately 12% of the outstanding equity of
reorganized Loews Cineplex and warrants to purchase at a premium
an additional 5% of such equity. In addition, the proposal
provides for a distribution to the holders of the bank debt
(other than the investor group) new term loans with an aggregate
face amount providing for a blended recovery of 98.26% of the
face amount of that bank debt. The proposal does not contemplate
any distribution to the Company's existing equity holders. In
connection with the proposal, holders of at least two-thirds of
the bank debt have agreed to support the Company's approach and
negotiate exclusively with the investor group on the transaction
contemplated by the letter of intent for a period of 30 days.
Cineplex Odeon expects to file its own Canadian restructuring
plan, which will provide distribution to its creditors as part of
its reorganization.

Onex and Oaktree Capital together beneficially own interests in
approximately $250 million of the Company's senior bank debt.
Oaktree Capital also owns approximately 60% of the Company's
outstanding senior subordinated notes. As participants in the
investor group, both are fully supporting this proposal to
acquire Loews Cineplex.

The investor group's proposal is subject to, among other things,
the execution of definitive documentation but not to any due
diligence conditions. The proposed transaction is also subject to
approval under the Hart-Scott-Rodino Act, approval by Loews
Cineplex's creditors and shareholders and such other approvals as
may be required by law and other customary conditions. Given
these conditions, there can be no assurance that the proposed
transaction will be consummated.

Onex Corporation is a diversified company with annual
consolidated revenues of C$20 billion, consolidated assets of
C$19 billion and 83,000 employees. Onex is ranked the 12th
largest company in Canada. It operates through autonomous
subsidiaries that are leaders in their industries. They include
Sky Chefs, Celestica Inc., ClientLogic Corporation, InsLogic
Corporation, Lantic Sugar Limited, Dura Automotive Systems, Inc.,
J.L. French Automotive Castings, Inc., MAGNATRAX Corporation,
Galaxy Entertainment, Inc.,and Performance Logistics Group, Inc.
Onex shares trade on The Toronto Stock Exchange under the stock
symbol OCX.

Oaktree Capital Management, LLC is a U.S.-based investment
management firm with more than $17 billion in assets under
management in specialized investment strategies. These strategies
include distressed debt, high yield, convertible securities,
private equity, real estate and emerging markets. Its
institutional clients include Fortune 100 companies, large public
pension funds, university endowments, private foundations and
highnet worth individuals.

Pacific Capital Group, Inc. is a Los Angeles-based investment
firm founded in 1985. PCG is a leading principal equity investor
and merchant banking firm which has provided capital to numerous
global companies in the telecommunications, technology, media,
real estate, financial services and health care industries.

MAIL.COM: Plans To Reduce Debt by Up to $16.4 Million
-----------------------------------------------------, Inc. (NASDAQ: MAIL), a leading global provider of
outsourced messaging services to enterprises and service
providers, announced it has entered into a note exchange

Similar to previously announced agreements, has agreed
to issue $4.95 million principal amount of a new series of its
10% Senior Convertible Notes due January 8, 2006 and
approximately 1.4 million shares of Class A common stock
in exchange for the cancellation of $21.375 million principal
amount of its 7% Convertible Subordinated Notes due February 1,
2005. When fully implemented, the Note Exchange will result in a
reduction of the Company's long-term debt by $16.425 million as
well as annual cash savings in interest payments of up to $1.25

Upon completion of this and all previously announced note
exchanges, the combined net reduction in long-term debt will be
$54.596 million. Additionally, the Company will save up to a
total of $4.25 million in cash interest payments annually. The
remaining outstanding principal amount of the 7% Convertible
Subordinated Notes due February 1, 2005 is $24.095 million, down
from the original $100 million.

"We are committed to building a strong balance sheet to support
our leadership position in the outsourced messaging market, and I
am pleased with the significant debt reduction efforts we have
put in place so far," said Thomas Murawski, Chief Executive
Officer of "As we have said before, we expect our cash
burn rate to decrease significantly throughout 2001, and through
this debt restructuring, it will decline by up to $4.25 million

The announced transaction will be implemented in two steps.
Initially, the full $21.375 million of 7% Convertible Notes will
be exchanged for approximately $7.48 million principal amount of
the new series of senior notes. Upon effectiveness of a
registration statement relating to the shares of Class A
common stock issuable upon conversion of the notes and the shares
issuable in the exchange transaction, approximately $2.5 million
in principal amount of the new senior notes will be exchanged for
the 1.4 million shares of Class A common stock issuable
in the transaction, leaving $4.95 million in principal amount of
the new senior notes outstanding.

One half of the interest payments on this series of senior notes
are payable in Class A common stock valued at the then applicable
conversion price until 18 months after the date of issuance, and
thereafter one half of the interest payments are payable at the
option of the Company in such shares so valued or cash. The
senior notes are convertible, at the option of the holder, into
shares of Class A common stock at a conversion price of
$1.80 per share, subject to anti-dilution adjustments. In
addition, upon completion of the exchange of senior notes for the
1.4 million shares of Class A common stock, the
conversion price will be subject to reduction to $1.50 per share
if's Class A common stock trades at less than that
amount for at least five consecutive trading days. The notes are
non-callable for three years except under certain conditions.

The completion of the note exchange is subject to compliance with
applicable NASDAQ stock market rules., Inc. (NASDAQ: MAIL) is a leading global provider of
outsourced messaging services to enterprises, carriers, ISPs and
Web sites. The Company's solution set includes hosted Microsoft
Exchange, Novell GroupWise and Web/POP3-based e-mail and
collaboration services; hosted e-mail firewall services such as
virus scanning, spam blocking and content filtering; and a full
range of Web-based, desktop and production Internet Fax
solutions. has IP network facilities in 20 key countries
and currently serves over 10,000 corporate customers worldwide.

MARINER: Has Until Feb. 22 To Decide On Studer/Morton Leases
As previously reported, the Studer/Morton leases are not among
the bulk of the leases with respect to the deadline(s) for
assumption or rejection.

Mariner Post-Acute Network, Inc. and Studer/Morton agreed and
have obtained Judge Walrath's approval, to further extend the
time within which the Debtors may assume or reject any unexpired
leases of nonresidential real property under which Studer/Morton
is the Lessor to and including the earlier of (a) February 22,
2001 or such later time as may be provided by subsequent
stipulation between the parties and/or further order of the
Court, and (b) the date of confirmation of a plan.

Such extension is without prejudice to the right of Studer/Morton
to seek the Court's approval for a reduction of such time, and
without prejudice to the rights of the Debtors to request further
extensions. (Mariner Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

MONARCH DENTAL: Fails to Raise New Money & Loan Now in Default
Monarch Dental Corporation (Nasdaq: MDDS) said it has terminated
discussions with third parties concerning the issuance of debt
securities in a subordinated debt transaction. Under the terms of
the Company's existing credit facility and short term loan,
Monarch Dental was required to raise a minimum of $15.0 million
of subordinated debt by February 15, 2001. As a result of this
and a financial covenant default, Monarch Dental is currently in
default under its loan agreement. Monarch Dental is engaged in
discussions with its lenders concerning these defaults and is in
the process of attempting to renegotiate the terms of its loan
agreement. No assurances can be given that the Company will be
successful in these negotiations.

Monarch Dental Corporation currently manages 190 dental offices
serving 20 markets in 14 states.

NORTHPOINT: $1B Suit Against Verizon to be Tried in San Francisco
In response to a number of motions presented in U.S. Bankruptcy
Court for the Northern District of California in San Francisco,
Judge Thomas Carlson ruled Thursday that NorthPoint
Communications' lawsuit against Verizon, which seeks damages for
fraud, breach of contract and related claims before a jury, be
permitted to proceed in the Superior Court of the State of
California in San Francisco. This decision clears the path for
speedy discovery and trial.

NorthPoint filed its suit on Dec. 8, 2000 in San Francisco
against Verizon in response to Verizon's attempt to terminate its
agreement to merge the two companies' DSL businesses. The action
seeks a trial by jury and damages of more than $1 billion. It
also seeks immediate injunctive relief and specific enforcement
of Verizon's continuing obligations under the binding merger
agreement executed between NorthPoint Communications and Verizon
on Aug. 7, 2000.

"Verizon took its best shot to deprive us of a jury trial in San
Francisco and lost," said NorthPoint Communications President and
CEO Liz Fetter. "Now it is clear that NorthPoint will have its
day in Court before a San Francisco jury on Verizon's wrongful
termination. We remain confident that we have a strong case and
plan to aggressively pursue it until we are compensated."

NorthPoint Communications Group, Inc. is one of the leading DSL
service providers in the U.S. The company currently operates DSL-
based local networks in 109 U.S. metropolitan statistical areas
(MSAs). For additional information, visit

On January 16, 2001, NorthPoint Communications, Inc. and its
affiliates filed a petition for Chapter 11 protection with the
U.S. Bankruptcy Court for the Northern District of California due
to a funding shortfall when Verizon unexpectedly pulled out of
the merger and its interim funding obligations with the company.

ORBITAL IMAGING: Appoints Rothschild Inc. as Financial Advisor
Orbital Imaging Corporation (ORBIMAGE) announced that it is not
making the interest payment scheduled to be paid on March 1, 2001
to its bondholders and has retained Rothschild Inc. as its
financial advisor to assist, among other things, in restructuring
these obligations.

ORBIMAGE currently has $225 million in Senior Notes at 11 5/8%
interest, which mature in 2005. ORBIMAGE is having discussions
with Orbital Sciences Corporation, its largest shareholder, and
others in pursuit of additional sources of capital to meet its
future funding needs.

ORBIMAGE is a leading global provider of Earth imagery products
and services, with a planned constellation of five digital remote
sensing satellites. The company currently operates the OrbView-1
atmospheric imaging satellite (launched in 1995), the OrbView-2
ocean and land multispectral imaging satellite (launched in
1997), and a worldwide integrated image receiving, processing and
distribution network. Currently under development, ORBIMAGE's
OrbView-3 and OrbView-4 high-resolution satellites will offer
one- meter panchromatic and four-meter multispectral digital
imagery. OrbView-4 will also offer the world's first commercial
hyperspectral satellite imagery. ORBIMAGE is also the exclusive
distributor of imagery from the Canadian RADARSAT-2 satellite in
the United States.

ORBIMAGE currently offers one-meter high-resolution panchromatic
imagery of major U.S. and non-U.S. urban areas through its
OrbView Cities catalog, available at In
addition, ORBIMAGE distributes satellite imagery from SPOT Image,
RADARSAT International and Russia's two- meter satellite program.
ORBIMAGE also offers the SeaStar Pro Fisheries Information
Service, which provides fish finding maps derived from OrbView-2
Ocean imagery to fishing customers worldwide.

PILLOWTEX: Committee Wants to Retain HLHZ as Financial Advisor
Laura Moran of State Street Bank and Trust Company, acting on
behalf of the Official Committee of Unsecured Creditors of
Pillowtex Corporation, told Judge Robinson that the Committee
desires to retain the services of Houlihan Lokey Howard & Zukin
Capital of New York to act as financial advisors to the
Committee. The Committee requests that the employment of Houlihan
be approved retroactively to the Petition Date, although the
Committee did not provide any details as to the basis for this
request for nunc pro tunc employment.

Houlihan will advise the Committee concerning:

      (a) Financing options for the Debtors;

      (b) Potential divestiture, acquisition, and merger
          transactions for the Debtors;

      (c) Valuation analyses of the Debtors as an ongoing concern,
          in whole or in part;

      (d) Capacity structure issues for the reorganized Debtors,
          including debt capacity;

      (e) Financial issues and options concerning potential plans
          for reorganization and coordinating negotiations;

      (f) The Debtors' business plan, including an analysis of the
          Debtor's long term capital needs and changing
          competitive environment;

      (g) Any other necessary services as the Committee or
          Committee's counsel may request from time to time with
          respect to the financial, business and economic issues
          that may arise.

Houlihan will also testify in court on behalf of the Committee,
if necessary.

Under the terms of the Letter Agreement dated December 14, 2000,
Houlihan will be paid a monthly fee of $125,000. Houlihan will
also be entitled to a transaction fee, payable in cash, or at the
option of the Committee, in the same form received by the
unsecured creditors, calculated as 0.8% of the aggregate
consideration received by the Debtors' general unsecured
creditors on account of their claims pursuant to any plans of
reorganization on a weighted average basis. The transaction fee
shall be deemed earned upon the confirmation of the Chapter 11

Houlihan assured the Court that it does not represent and does
not hold any interest adverse to the Debtors' estates or their
creditors in the matters upon which Houlihan is to be engaged.
However, in the interests of full disclosure, David R. Hilty
advised Judge Robinson that Houlihan may represent or may have
represented certain of the Debtors' creditors or equity holders
in matters unrelated to these cases. (Pillowtex Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

PILLOWTEX: Opposes Committee's Hiring of Houlihan & BDO Seidman
Pillowtex, Inc., et al. objects to the applications of the
Official Committee of Unsecured Creditors for orders authorizing
the retention of Houlihan Lokey Howard & Zukin Capital as
financial advisors and BDO Seidman LLP as accountants.

The Debtors object because they believe that the retention of
both firms will impose excessive costs on the debtors' estates.
In particular, the debtors asserted that the aggregate
compensation ordinarily paid for financial professions to a
Creditors' Committee, especially when BDO and Houlihan will
each be retained during the entire course of the Chapter 11 cases
and each will be paid monthly amounts equivalent to what a
creditors' committee with one financial advisor would pay.

PRANDIUM INC.: Elects Not to Make Interest Payments on Notes
Prandium, Inc. (OTC Bulletin Board: PDIM) said that, in
conjunction with advice from its Crossroads advisors, its
subsidiary FRI-MRD Corporation has elected not to pay the semi-
annual interest payments past due on its 15% Senior Discount
Notes maturing January 24, 2002 and 14% Senior Secured Discount
Notes maturing January 24, 2002. Prandium also announced that it
does not intend to pay the interest payment that came due on
February 1, 2001 with respect to its 9.75% Senior Notes maturing
February 1, 2002 and 10.875% Senior Subordinated Discount Notes
maturing February 1, 2004.

Under the terms of the note agreements governing the FRI-MRD
debt, this non-payment of interest has become an "Event of
Default" and the holders of such debt have become entitled to
certain rights. The grace period for the failure to pay interest
on the Prandium notes will expire on March 3, 2001, after which
this nonpayment will also become an "Event of Default" that
entitles the holders of such debt to certain rights.

Prandium Chairman, CEO and majority shareholder Kevin S. Relyea
commented, "We continue our negotiations with certain note
holders. Although these types of issues can be difficult, we
believe that the strength of our brands and the talent of our
team will enable us to fashion a plan that will work on a go-
forward basis. We have met with all of our company and restaurant
management and as a result believe that they are supportive and
very focused on executing our plan. As a team we have committed
that during this process, our customers will continue to receive
100% of the service they have come to expect.

We have put an exciting business plan in place for 2001 and are
as committed as ever to competing for our customer's business.
Working with our available cash balance, we expect to continue
meeting our other financial obligations."

Prandium(TM) operates a portfolio of full-service and fast-casual
restaurants including Koo Koo Roo(R), Hamburger Hamlet(R), and
Chi-Chi's(R) in the United States and also licenses its concepts
outside the United States. Prandium, Inc. is headquartered in
Irvine, California.

RBX CORP: Asks that Lease Decision Period be Extended to June 5
RBX Corporation, et al. asks for a court order extending time to
assume or reject unexpired leases of nonresidential real
property. A hearing on the motion will be convened before the
Honorable Peter J. Walsh, Wilmington, DE on February 28, 2001.

The debtors seek to extend the time to assume or reject their
unexpired leases of nonresidential real property until and
through June 5, 2001.

The debtors ask for additional time to evaluate the unexpired
leases. The cases are large, complex and involve numerous
pressing matters. The debtors have limited staff available and
have been required to focus their attention, among various other
matters, on DIP financing, and the formulation of a plan of

The debtors need time to consider each unexpired lease and its
value and importance to the debtors.

SAFETY-KLEEN: Hires Environ International as Consultants
Safety-Kleen Corp. applied for and obtained entry of an Order
authorizing them to employ Environ International Corporation as
an environmental consultant to these Chapter 11 estates.

Under an engagement letter of October 2000, the Debtors engaged
Environ to assist the Debtors in complying with the terms and
conditions of the Consent Agreement between the Debtors and the
United States Environmental Protection Agency. Under the terms of
the Consent Agreement, the Debtors are required to retain an
independent consulting auditor to complete an Environmental
Management Systems Analysis, which is a comprehensive
environmental analysis of the Debtors' environmental management
systems program, for compliance with environmental laws and
regulations. The purpose of the Environmental Management Systems
Analysis is to evaluate the Debtors' current environmental
management practices and determine if the Debtors' current
corporate-wide environmental management system adequately
promotes compliance with environmental requirements.

In addition, the Debtors are required, under the terms of the
Consent Agreement, to perform an Environmental Compliance Audit.
The Environmental Compliance Audit requires the Debtors to retain
an independent auditor to perform a comprehensive environmental
audit in conformance with all environmental laws and prepare an
audit report for certain of the Debtors' facilities.

The terms of the Consent Agreement require that EPA approve the
firm selected by the Debtors to perform the audits contemplated
by the Consent Agreement. By letter, the Debtors informed the EPA
of their intention to retain Environ to perform the audits
required under the Consent Agreement. Subsequently the Debtors
received formal notification from EPA that Environ is acceptable
to perform such audits.

Due to Environ's expertise in its field, the Debtors have
required that Environ perform certain other duties in addition to
those prescribed under the Consent Agreement. In that regard, the
Debtors additionally sought and obtained the Court's approval of
the retention of Environ for certain ongoing and future projects,
including groundwater analysis near Phoenix, Arizona, consulting
services in connection with permit applications in South
Carolina, and other environmental consulting services relating to
the restatement currently being performed by Arthur Andersen.

Environ receives fees for consulting services based on its
customary hourly rates. These are:

      Principals                $ 195 - 225
      Managers                  $ 135 - 170
      Associates                 $ 80 - 120
      Support staff                    $ 60

Joyce S. Schlesinger, P.E., a principal of Environ, averred that
Environ has not represented the Debtors, or any other party in
interest, in any matter adverse to these estates or the Debtors
on the matters for which employment is sought. However, in the
interests of full disclosure, Ms. Schlesinger stated that Environ
has represented Analytical Services, Inc., Burlington Northern &
Santa Fe, Cintas Corporation, ECDC Environmental L.C., Ensco
Financing Authority, Shipley Company, Inc., Union Pacific
Railroad Company, Bank of America, Bankers Trust, Credit Suisse
First Boston, First Union National Bank, Fleet National Bank,
General Electric Capital Corporation, Sanwa Bank, and other
entities and professionals employed by the estate, but not in
any matters relating to or adverse to these estates or the

In addition, Ms. Schlesinger disclosed that in 1982 Grover Wrenn,
the Debtors' Chief Operating Officer, was a founder of Environ
and served as President and Chief Executive Officer of Environ
until 1990, when Applied Bioscience International purchased
Environ. Thereafter, Mr. Wrenn served in several capacities with
Applied Bioscience, including Chief Executive Officer, until
1995. Since 1995, Mr. Wrenn has not held any position with
Environ or its corporate parent, and has not had any financial
interest since 1997. (Safety-Kleen Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

SAN DIEGO SYMPHONY: Rebounds From Bankruptcy
The San Diego Symphony, which declared bankruptcy in 1996, ended
its 1999-2000 season on a positive note, with $386,997 in the
bank, according to the Associated Press. The season before, it
had closed $432,437 in debt. In October 1998, after two years of
silence, the strains of Beethoven and Tchaikovsky filled San
Diego's Copley Symphony Hall again. It was the symphony's first
concert there since shutting down in 1996.

"Come Home to San Diego Symphony" is the theme of the 2000-2001
season, and administrators credit their success so far to growing
ties with the community. "I think that what was missing from the
old orchestra was a sense that the orchestra belonged to the
community,'" said artistic director Jung-Ho Pak. Under Pak's
direction, San Diego began its winter season in October, coming
off a summer that included pops performances at the Navy pier and
a "Light Bulb" series with video and audience participation. San
Diego isn't out of the clear, though. With an annual budget of
$7.1 million, its endowment is less than $1 million. (ABI World,
February 15, 2001)

STAN LEE: Files for Bankruptcy Protection To Facilitate Sale
Los Angeles-based Stan Lee Media, Inc. (Nasdaq: SLEE) filed
for Chapter 11 bankruptcy protection.  During the bankruptcy
period, the Company says, management plans to solicit offers
from one or more buyers interested in acquiring the assets of
the company or recapitalizing the company.

"After looking at all of the available options, management and
the board of directors concluded that the best way to maximize
the company's value is to seek to sell the company in a Chapter
11 proceeding," stated Kenneth Williams, Stan Lee Media's
president and chief executive officer. "As previously announced,
the company has been reviewing strategic alternatives for the
company since mid-December, and in connection with this review
has had discussions with a number of potential buyers and
strategic partners. Most of these parties have indicated a
preference for consummating any sale or recapitalization under
the protection of the courts."

THERMATRIX: Judge Ryan Confirms Debtors' Second Amended Plan
Thermatrix Inc. (OTCBB: TMXIQ) announced that the Second Amended
Plan of Reorganization, filed November 21, 2000 had been
confirmed in a hearing before Judge John Ryan in the United
States Bankruptcy Court, Central District of California. The Plan
was proposed jointly by the Debtors-in-Possession and the
Official Committee of Creditors Holding Unsecured Claims. The
Effective Date of the Plan is February 24, 2001.

Overwhelming support was received from the creditors during the
balloting process with 96% of the votes cast in favor of the
Plan. Funding of the Plan will be accomplished in part by the
issuance of $3.25 million in new subordinated debentures and a $3
million Line of Credit with Bank of America N.A.

"During this demanding, fourteen month process the Company
reassessed its strategic direction and decided to refocus
attention on its core business - the application of its flameless
thermal oxidation technology," said Daniel S. Tedone, President
and Chief Executive Officer. "We are very thankful for the
tremendous support we received from The Dow Chemical Company and
our other valued customers and suppliers throughout this process.
We are pleased to be able to continue to develop our proprietary
technology and provide its benefits to the marketplace."

The Company expects to complete the required payments to
creditors in the several weeks immediately following the
Effective Date. Under the Plan, unsecured creditors will receive
$0.40 in full settlement of each dollar of allowed claim. The
existing Preferred and Common Stock of Thermatrix, as well as all
stock options, warrants and other such instruments, will be
cancelled and New Common Stock will be issued to the purchasers
of the new subordinated debt and the Series E Preferred
shareholders on the Effective Date.

Thermatrix is an industrial company providing air pollution
control solutions, based on its unique and patented flameless
thermal oxidation technology, to the global market of
continuously operating facilities. The technology may be employed
in a highly effective manner across a broad range of industries
that include refining, chemical, pharmaceutical, pulp and paper,
and industrial manufacturing.

TRANS ENERGY: Agreement Calls for Dismissal of Involuntary Case
Trans Energy, Inc. (OTC Bulletin Board: TSRG) said that all
pending Chapter 7 bankruptcy proceedings filed against it in the
United States Bankruptcy Court, South District of Texas, Houston
Division, have been dismissed pursuant to the terms of a
Settlement Agreement between Trans Energy and Western Geophysical
and Baker Hughes Oilfield Operation, Inc., one of Trans Energy's
creditors. Creditors have 10 days in which to appeal the

Loren E. Bagley, Trans Energy's Chairman and Chief Executive
Officer, states that, "we are pleased that these involuntary
bankruptcy proceedings have been dismissed and look forward to
continuing our mission of energy exploration."

TSR WIRELESS: Trustee Retains Seneca As Financial Advisor
Seneca Financial Services announced that it has been retained by
the Chapter 7 Trustee of TSR Wireless LLC to be its Financial
Advisor. Seneca will work with the court appointed Chapter 7
Trustee, Charles Forman, esq. to develop and implement a
divestiture plan to maximize the recovery for TSR Wireless'
creditors. (New Generation Research, February 15, 2001)

USCI INC.: Hires Tauber & Balser As Accountants
USCI Inc. has engaged Tauber & Balser as its new independent
accountants as of February 2, 2001.

VENCOR INC.: Stay Lifted For Insured Litigation Claim
Vencor, Inc., et al, and Betty Flory and Gilbert Flory agreed and
stipulated that the automatic stay will be lifted solely to the
extent to permit the Florys to prosecute claims to final judgment
in the Underlying Action against Vencor Nursing Centers East,
L.L. C. d/b/a The Oaks at Avon as evidenced by a Notice: Intent
To Initiate Litigation for Medical Malpractice With
Interrogatories And Request To Produce dated April 24, 2000.

The Debtors have determined that there is an insurance policy
issued in favor of the Vencor Defendant. The parties agreed 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.

Judge Walrath has given her stamp of approval. (Vencor Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-

VLASIC FOODS: Honoring & Paying Valid PACA & PASA Trust Claims
Prior to the Petition Date, certain of Vlasic Foods
International, Inc.'s vendors sold goods to the Debtors that

      (1) "perishable agricultural commodities," as this term is
          defined by the Perishable Agricultural Commodities Act,
          7 U.S.C. Sec. 499, et seq. ("PACA"); and

      (2) "livestock" or "poultry," as these terms are defined by
          the Packers and Stockyard Act, 7 S.S.C. Sec. 181, et
          seq. ("PASA"); or

      (3) other eligible goods covered by state statutes of
          similar effect.

Sally McDonald Henry, Esq., at Sadden, Arps, Slate, Meager & Flom
LLP related that PACA regulates trading in perishable
agricultural commodities, essentially fruits and vegetables. PACA
was amended in 1984 upon a finding by Congress that a burden an
commerce in these goods was caused by certain financial credit
arrangements, whereby dealers would receive delivery of goods
without having to pay for them.

The 1984 amendment provides that upon delivery of goods to the
purchaser, a statutory trust automatically arises on behalf of
unpaid suppliers or sellers. A&J Produce Corms v CIT
Group/Factoring Inc., 829 F. Supp. 651, 653 (S.N.N.Y. 1993); see
also Consumers Produce Co. v. Volante Wholesale Production, Inc.,
16 F.3d 1374 (3d Cir. 1994).

PASA creates a virtually identical statutory trust scheme for the
delivery of "livestock" and other eligible goods. See In re W.L.
Bradley Co., 75 S.R. 505, 509 (Bankr. E.D. Pa. 1987) ("The
legislative history expressly notes that the PACA trust was
modeled on trust amendments to [PASA].").

The statutory trust created under PACA and PASA from which trust
beneficiaries may seek collection is composed of, inter alia: (i)
the purchaser's inventory of PACA/PASA Goods, (ii) products
derived from PACA/PASA Goods, and (iii) accounts receivable and
proceeds obtained with respect to the sale of PACA/PASA Goods or
products derived therefrom. See Idahoan Fresh v. Advantage
Produce, Inc., 157 F.3d 197, 199 (3d Cir. 1998) ("a buyer's
produce, products derived from that produce, and the proceeds
gained therefrom are held in a non-segregated, floating trust for
the benefit of unpaid suppliers who have met the applicable
statutory requirements."); A&J Produce, 829 P. Supp. at 553-54
(quoting statute); Pereira v. Marine Midland Bank, N.A. (In re Al
Nanelberq & Co.), 84 B.R. 19, 21 (Bankr. S.D.N.Y. 1988) (holding
that although PACA trust does not include assets sold to bona
fide purchaser of debtor, it does include assets purchased by
debtor with proceeds of such sale). "[T]he [PACA] trust provision
. . . provides unpaid suppliers with priority over secured
lenders with regard to PACA trust assets held in trust by produce
purchasers." Consumer Produce Co., 16 F.3d at 1319; see Tom Lange
Co. v. Kornblum & Co. (In re Kornblum & Co.), 81 F.3d 280, 284
(2d Cir. 1996) ("A PACA trust beneficiary is . . . entitled to
claim trust property ahead of even creditors holding security
interests in the property.").

The cases construing PACA and PASA, Ms. Henry continued,
consistently hold that PACA and PASA trust assets do not become
"property of the estate" pursuant to section 541 of the
Bankruptcy Code. See, e.g., In re Long John Silver Restaurants,
Inc., 230 S.R. 29, 32 (Bankr. D. Del. 1999); In re Kornblum, 81
F.3d at 284. Therefore, the distribution of assets to
beneficiaries of a PACA/PASA statutory trust falls outside of
both (i) the priority scheme established by the Bankruptcy Code,
and (ii) the plan process (i.e., trust beneficiaries may be paid
outside of, and prior to, a confirmed plan of reorganization).
The distribution of trust assets to PACA/PASA trust
beneficiaries, however, remains under the jurisdiction of the
bankruptcy court presiding over the relevant bankruptcy case.
See, e.g., The Allied Growers Co-Op, Inc. v United Fruit &
Produce Co. (In re United Fruit & Produce Co.), 86 B.R.
14, 16 (Bankr. D. Conn. 1988).

Both PACA and PASA impose certain procedural steps that must be
taken by a seller in order to preserve its rights as a trust
beneficiary. In light of the statutory trusts created by PACA,
PASA and state statutes of similar effect, and the Debtors'
bankruptcy filings, the Debtors believe that a number of their
vendors will give written notices under PACA, PASA and state
statutes of similar effect to preserve their rights under those
statutes. As set forth above, valid claims under PACA, PASA and
state statutes of similar effect would be entitled to payment
from the applicable statutory trust, ahead of all other creditors
of the Debtors and outside of a plan of reorganization.

In recognition of the rights of the PACA and PASA trust
beneficiaries under their respective statutes and due to the
Debtors' desire to prevent any interference with their supply of
PACA/PASA Goods, the Debtors seek authority to pay, in the
ordinary course (or later as may be necessary to process
PACA/PABA Trust Claims), the undisputed claims of PACA/PASA Trust
Claimants arising prior to the Petition Date; provided, however,
that the Claimants must first provide the Debtors, and their
counsel, written notice of the existence of the PACA/PASA Trust
Claimants' PACA/PASA Trust Claims and the invoices or other
billing documents evidencing the delivery of the PACA/PASA Goods
to the Debtors' facilities.

Finding that the Debtors' request is consistent with requests for
similar relief concerning PACA and PASA Claims in In re Big V
Holding Corp., Case No. 00-04372 (PJW) (Bankr. D. Del. Dec. 6,
2000); In re Eagle Food Ctrs., Inc., Case No. 00-01311 (RRM) (D.
Del. Mar. 1, 2000); In re Jitney Jungle Stores of Am., Inc., Case
No. 99-03602 (MFW) (Bankr. P. Del. Oct. 12, 1999); and In re
Louise's Ice, Case No. 97-00514 (JJF) (Bankr. D. Del. March 19,
1997), Judge Robinson granted the Debtors' Motion in all
respects. (Vlasic Foods Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

WASTE SYSTEMS: Knocked-Off Nasdaq List Today
Waste Systems International, Inc. (NASDAQ: WSIIQ), received on
February 9, 2001 a Nasdaq Staff Determination that, based on the
Nasdaq Staff's review, the Company's common stock would be
delisted from the Nasdaq National Market at the opening of
business today.

The Nasdaq Staff Determination stated that its decision to delist
the Company's securities was based on the following factors:
concerns regarding the residual equity interest, if any, of the
existing listed securities holders, the Company's January 11,
2001 filing under Chapter 11 of the U.S. Bankruptcy Code and
associated public interest concerns as set forth under
Marketplace Rules 4450(f) and 4330(a)(3) and the Company's
ability to sustain compliance with all requirements for continued
listing on the Nasdaq Stock Market.

As previously announced in December, 2000, the Company was
notified by Nasdaq that its common stock had failed to maintain a
minimum bid price per share of at least $1.00 required for
continued listing on the Nasdaq National Market. The Company's
common stock does not currently qualify for inclusion on the
Nasdaq SmallCap Market, which also requires a $1.00 per share
minimum bid price.

WSI is a fully integrated non-hazardous solid waste management
company. The Company currently has operations in Vermont, Central
Pennsylvania, Eastern New England, Upstate New York, and
Washington D.C. which serve commercial, industrial, and
residential customers.

WHEELING-PITTSBURGH: Judge Bodoh Okays $290MM DIP Financing Pact
Reviewing Wheeling-Pittsburgh Steel Corp.'s Motion, and the
objections presented by the United States Trustee and the two
Official Committees in these cases, Judge William Bodoh
determined that the Debtors' need to borrow monies postpetition
is paramount, and overruled the U. S. Trustee's objection.

The Debtors announced settlements with the two Committees, and
the Court granted the Motion and entered a Final Order
authorizing the Debtors to establish the DIP Credit Facility,
sign each of the DIP loan documents, borrow up to $290 million
(of which up to $35 million may be borrowed under the Term
Facility and the balance of $255 million may be borrowed under
the Revolving Credit Facility, with a sublimit of $25 million
with respect to letters of credit and a further sublimit of $25
million with respect to swing loans, and that the Debtors pay all
of the interest, fees and chares required under the DIP loan
documents, provided, however, that the Debtors provide copies of
invoices with respect to professionals fees due under those loan
documents to the Official Committees and the United States
Trustee prior to payment.

Specifically, Judge Bodoh authorized the Debtors to pay to the
Prepetition Lenders on account of the prepetition loan

      (a) The Principal balance of the Debtors' obligations of
          approximately $95,623,909.28, adjusted by any payments
          made or additional sums borrowed after the Petition

      (b) The aggregate of accrued and unpaid interest at the non-
          default rate owed to the Prepetition Lenders as of the
          Petition Date of approximately $206,141.02, plus accrued
          and unpaid interest accruing after the Petition Date;

      (c) The aggregate of accrued and unpaid fees and expenses of
          the Prepetition Lenders for which the Debtors are

These payments, Judge Bodoh ruled, are without prejudice to the
right, if any, of the Creditors' Committees and the United States
Trustee to seek entry of an order:

      (1) Disallowing in whole or in part the Prepetition Lenders'

      (2) Avoiding in whole or in part any security or collateral
          interest in the assets of the Debtors claimed by the
          Prepetition Lenders in prepetition collateral;

      (3) Modifying the amount, validity, priority or extent of
          the Prepetition Lenders' claims or liens;

      (4) Directing the Prepetition Lenders to disgorge all or any
          part of any payment or transfer made by the Debtors
          under the prepetition Credit Agreement, or as authorized
          under the Final Order; or

      (5) Providing any other relief of any type or nature
          whatsoever, legal or equitable, against the Prepetition
          Lenders or otherwise permitting recovery from the
          Prepetition Lenders on account of their relationship
          with the Debtors arising under, relating to or in
          connection with, the Prepetition Credit Agreement prior
          to the commencement of these proceedings.

However, Judge Bodoh requires that the Creditors' Committees and
the United States Trustee have 120 days from the first date of
appointment of counsel to the Committees within which to file any
such objection or commence any such action, whether with respect
to the Prepetition Lender claims, liens, or otherwise, and
further requires that any such objection or action set forth with
reasonable particularity the basis for the objection or action,
and the reason why the Prepetition Lender claims should not be
paid in full in accordance with the DIP Credit Facility and his
Order. If no objection is filed within the 120-day period, the
Prepetition Lender claims will be allowed as secured claims
against the estate for all purposes. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

WICKES INC.: Ironwood Holds 5.37% Stake
Ironwood Capital Management, LLC, Warren J. Isabelle, Manager,
Richard L. Droster and Donald Collins jointly own 5.37% of the
outstanding common stock of Wickes, Inc. They share voting power
over 245,271 shares, and share dispositive power over the total
held, namely, 443,408 shares.

WICKES: Riverside Defaults on Note Secured by Wickes Stock
On February 8, 2001, Riverside Group, Inc., the holder of
approximately 36.5% of Wickes outstanding common stock, issued a
press release announcing that it had failed to make required
payment on its 11% secured notes which was due December 31, 2000.

Riverside said in its press release that it had received notice
from the agent for the holders of the notes declaring all amounts
outstanding under the notes immediately due and payable and that
the agent will immediately commence foreclosure proceedings on
the collateral securing the notes. The collateral includes
2,002,337 shares of the common stock of the company, representing
approximately 24.2% of the outstanding shares.

Wickes has been informed by legal counsel for the agent that a
public sale in respect of the pledged shares will be held on
March 2, 2001. Riverside's press release stated that it has been
negotiating a possible resolution with the holders of the notes,
and such negotiations are continuing. The press release further
stated that there can be no assurance that Riverside will be able
to reach a mutually acceptable resolution.

BOND PRICING: For the week of February 19 - 23, 2001
Following are indicated prices for selected issues:

AMC Ent. 9 1/2 '05              75 - 77
Amresco 9 7/8 '05               52 - 54
Asia Pulp & Paper 11 3/4 '05    34 - 37(f)
Chiquita 9 5/8 '04              46 - 48(f)
Conseco 9 '06                   84 - 85
Federal Mogul 7 1/2 '04         25 - 27(f)
Globalstar 11 3/8 '04            7 - 9(f)
Oakwood Homes 7 7/8 '04         42 - 44
Owens Corning 7 1/2 '05         25 - 27(f)
PSI Net 11 '09                  25 - 26
Pacific Gas 6 1/4 '04           89 - 90
Revlon 8 5/8 '08                46 - 48
Saks 7 '04                      84 - 86
Sterling Chemical 11 3/4 '06    59 - 62
Teligent 11 1/2 '07              9 - 10
TWA 11 3/8 '06                  16 - 18(f)


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

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

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

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


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

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

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

This material is copyrighted and any commercial use, resale or
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