TCR_Public/010221.MBX           T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, February 21, 2001, Vol. 5, No. 36


AMERICAN HOMESTAR: Associates Housing Extends $20MM DIP Financing
ARMSTRONG HOLDINGS: Committee Seeks Okay For Securities Trading
BEA CBO: S&P Lowers Class A-3 Notes Rating To BB+ From A-
BRADLEES STORES: Kohl's To Buy 15 Stores in the Northeast
BUILDERS TRANSPORT: Loomis Sayles Owns 8.58% Of Common Stock

CAVION TECHNOLOGIES: Now Owned By Liberty Enterprises
CLARIDGE CASINO: Icahn Sells 44% Stake to Park Place for $21.6MM
EINSTEIN BROS.: Launches Ad Campaign in Chapter 11 Exit Process
ENVIROSOURCE INC.: Posts Losses For 2000
ETOWN.COM: Lays-Off Workers And "Temporarily" Shuts Down

FAMILY GOLF: Keen's Efforts Raise $100 Million of Asset Bids
HARNISCHFEGER: Seeks To Disallow Qualified Pension Plans Claims
HOMEPLACE HOLDINGS: Wins Final Court Nod on $155 Million DIP Loan
ICG COMM.: Proposes April 30 Bar Date for Filing Proofs of Claim
IMPERIAL SUGAR: Judge Robinson Fixes April 23 Claims Bar Date

INTEGRATED HEALTH: Warburg Makes PaineWebber-Related Disclosures
INTERACTIVE MULTIMEDIA: Seeks Immediate $3-5MM Capital Infusion
IVOICE.COM: Taps Mendlowitz & Weitsen as New Accountants
LERNOUT & HAUSPIE: Look for Debtors' Schedules in Mid-March
LOEWEN GROUP: Resolves Osiris Funds Dispute With Cornerstone

LOEWS CINEPLEX: Closing 23 Canadian Theatres
LOEWS CINEPLEX: Secures CCAA Protection in Toronto
MARINER: Agrees To Lift Stay For Dismissal Of Hayes Suit
MICROAGE INC.: Christopher J. Koziol Steps Down as President
MMH HOLDINGS: Disclosure Statement Hearing Set for February 28

MR3 SYSTEMS: May Shut Down If Unable To Raise More Capital
OSAGE SYSTEMS: Files Chapter 11 Petition in Arizona
OSAGE SYSTEMS: Plans To Sell Assets To Pomeroy Computer Resources
OWENS CORNING: Continuing & Implementing Employee Programs
PICUS INC: Seeks Court Approval Of Asset Sale To Omega

PILLOWTEX CORP.: Has Until May 16 To Decide On New Plan Leases
PLANETGOOD: Secures Commitment for $223,000 in DIP Lending
REINK CORP.: Needs At Least $1.5MM To Fund Operations
RELIANCE GROUP: No Further Extensions for Icahn Tender Offer
ROCKY MOUNTAIN: Hires Jackson & Rhodes As New Accountants

SAFETY-KLEEN: Enlarging Shaw Pittman's Role as Special Counsel
THERMOGENESIS: Needs More Financing To Sustain Operations
UNOVA INC.: Fitch Places B+ Rating on Senior Note Issues
US WOOD: Committee Objects to Retention of Phoenix Management
VENCOR INC.: Ventas Gets Waiver On Amended Bank Agreement

VLASIC FOODS: Obtains Court Approval To Use Cash Collateral
WEB4BOATS.COM: Needs More Funds To Continue As a Going Concern
WHEELING-PITTSBURGH: Judge Bodoh Fixes May 16 Bar Date for Claims

* Meetings, Conferences and Seminars


AMERICAN HOMESTAR: Associates Housing Extends $20MM DIP Financing
American Homestar Corporation announced that it has reached
agreement with the Associates Housing Finance, LLC - its
inventory financing source - to provide Debtor-In-Possession
financing in connection with the Company's reorganization and
exit financing once the reorganization is complete. This
arrangement was approved by the Bankruptcy Court at a preliminary
hearing on February 13, 2001. A final hearing will be conducted
on April 3, 2001.

The Company and 22 of its retail and manufacturing subsidiaries
filed for Chapter 11 protection from creditors on, January 11,
2001, in the US Bankruptcy Court for the Southern District of
Texas, Galveston Division. Under this new financing arrangement,
the Associates will continue to provide inventory financing for
both pre-sold orders and new display models at retail centers in
the Company's core market area. The Associates also has agreed to
certain programs specifically designed to assist the Company in
liquidating excess inventory and current display models in both
its core and non-core markets. American Homestar will have an
immediate $20 million line of credit available. The line of
credit could expand to as much as $35 million as the Company
progresses through bankruptcy. The line is subject to certain
material terms, conditions, limitations and qualifications. (New
Generation Research, February 16, 2001)

ARMSTRONG HOLDINGS: Committee Seeks Okay For Securities Trading
Armstrong Holdings, Inc.'s Official Committee of Unsecured
Creditors asked that Judge Farnan issue an Order permitting
members of the Committee to trade in the Debtors' securities
under certain circumstances, and determining that in doing so the
Committee members acting in any capacity will not violate their
duties as Committee members, and therefore will not subject their
claims to possible disallowance, subordination, or other adverse
treatment. Specifically, the Committee members wish to trade in
the Debtors' stock, notes, bonds, debentures, participations in
any of the Debtors' debt obligations or other claims during the
pendency of these Chapter 11 cases, provided that any Committee
member carrying out such trade establishes and effectively
implements policies and procedures, such as a "Chinese wall," to
prevent the misuse of non- public information obtained through
its activities as a Committee member.

The Committee told Judge Farnan that in the last decade many
financial institutions have faced the dilemma in various Chapter
11 cases of whether they could serve on an official creditors'
committee in light of their duties to their own clients to
maximize returns through the buying and selling of securities.
The Committee drew Judge Farnan's attention to other Chapter 11
cases in which similar orders have been entered. There is no
impediment in the federal securities laws or the Bankruptcy Code
to the relief sought. The Committee assured Judge Farnan that the
creation of a Chinese wall will be valuable and legitimate in
this context, and permit trading to occur without conflict with
the members' obligations to the Creditors' Committee. Armstrong
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BEA CBO: S&P Lowers Class A-3 Notes Rating To BB+ From A-
Standard & Poor's lowered its rating on the class A-3 notes
issued by BEA CBO 1998-1 Ltd. and co-issued by BEA CBO 1998-1
Corp. Concurrently, the ratings on the class A-1, class A-2A, and
class A-2B notes are affirmed as originally rated (see list).

The lowered rating on the class A-3 notes reflects a significant
deterioration in the collateral pool credit quality and the
recent increase in the pool default rate. The transaction is
currently failing three out of four categories in Standard &
Poor's issuer rating distribution test. In addition, according to
the January 2, 2001 trustee report, a total of $43.5 million, or
approximately 12.7% of the total collateral pool, was in default
on that date. More than 4% of new defaults are expected to be
reflected in the February 2, 2001 trustee report.

The increasing defaulted securities have resulted in the erosion
in the performing collateral principal balance. The class A
overcollateralization test (currently 113.83% versus the required
minimum of 115%) and the class B overcollateralization test
(currently 97.23% versus the required minimum of 104%) have been
out of compliance since December 2000 and March 2000,
respectively. These overcollateralization ratios are expected to
be lower in the Feb. 2 trustee reports due to the subsequent
increase in defaulted assets.

On the previous two payment dates, more than $10 million in
principal has been paid to the class A-1 noteholders because of
the special redemption triggered by overcollateralization test
failures. However, the improvement to the overcollateralization
ratios from the redemption is insufficient to bring the
overcollateralization tests back into compliance.

In reaching its rating action, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters instrumental in the performance of the
transaction and were used to determine the ability of the
transaction to withstand various levels of defaults. The stressed
performance of the transaction was then compared to the projected
default performance of the current collateral pool. Standard &
Poor's found that the projected performance of class A-3, given
the current quality of the collateral pool, was not consistent
with its prior rating. Consequently, Standard & Poor's has
lowered the rating of class A-3 to its new level. Standard &
Poor's will continue to monitor its rating on the class A-3

      Outstanding Ratings Lowered:

           BEA CBO 1998-1 Ltd./BEA CBO 1998-1 Corp.

                    Class      Rating
                             To       From
                     A-3      BB+       A-

      Outstanding Ratings Affirmed:

           BEA CBO 1998-1 Ltd./BEA CBO 1998-1 Corp.

                    Class      Rating
                    A-1        AAA
                    A-2A       AAA
                    A-2B       AAAr

BRADLEES STORES: Kohl's To Buy 15 Stores in the Northeast
Kohl's Corporation, in conjunction with Home Depot U.S.A., Inc.
and Wal-Mart Stores, Inc., has entered into a joint agreement
with an affiliate of Stop & Shop Supermarket Company to
collectively purchase the rights to occupy 35 former Bradlees
stores in the Northeast. If the agreement is approved, Kohl's
would acquire 12 stores in the Boston market and three stores in
New Jersey. The remaining 20 stores would be divided between Home
Depot and Wal-Mart.

Kohl's said the consummation of the transaction is subject to a
number of conditions, including higher and better offers and the
approval of the U.S. Bankruptcy Court for the Southern District
of New York, which is presiding over Bradlees' bankruptcy
proceedings. The transaction is expected to be completed within
90 days.

If successful, Kohl's will use funds it currently has available
to complete the purchase transaction and would expect to open the
remodeled stores in spring 2002.

Kohl's, a 38-year-old company based in Menomonee Falls, Wis., is
a family-focused, value-oriented department store offering
moderately priced national brand apparel, shoes, accessories and
home products. Currently, the company operates 320 stores in 26

In March, the company will open 18 stores, including entering the
Atlanta, Ga., market with 15 stores and opening one each in
Wausau, Wis.; Chicago; and Chattanooga, Tenn.

In April, Kohl's will open 16 stores: four stores in then
Hartford/New Haven, Conn., market; three stores in the
Fayetteville/Ft. Smith Ark., market; two stores in
Raleigh/Durham, N.C.; and one additional store each in
Minneapolis; Pittsburgh Penn.; Colorado Springs, Colo.;
Cleveland, Ohio; Baltimore; Battle Creek, Mich.; and Detroit.

In the fall, Kohl's will open 21-26 additional stores, primarily
filling in stores in existing markets. In total, the company
plans to open 55-60 new stores in 2001.

BUILDERS TRANSPORT: Loomis Sayles Owns 8.58% Of Common Stock
Loomis Sayles & Co., L.P., investment advisors, holds 365,726
shares of the common stock of Builders Transport Inc., with sole
voting power over such stock. Additionally the company holds
496,027 shares with sole dispositive powers. The total held
represents 8.58% of the outstanding common stock of Builders
Transport Inc.

CAVION TECHNOLOGIES: Now Owned By Liberty Enterprises
Liberty Enterprises, Inc. late Friday evening acquired Denver-
based Cavion Technologies, Inc., the leading supplier of Internet
services for America's credit unions. The agreement followed a
Denver U.S. Bankruptcy Court's approval earlier in the day.

The acquisition was the culmination of a seven-week effort by
Liberty to prevent Cavion from being forced to turn off Internet
services to more than 200 credit unions and related customers
following Cavion's Chapter 11 filing on Dec. 21, 2000.

"Liberty has succeeded in our primary goal of keeping screens
lighted for credit unions and their members while we put in cash
and sought commitments from customers, suppliers and creditors,"
said Robert D. Anderson, Liberty president and chief executive

"In the end, the U.S. Bankruptcy Court supported our plan because
we were organized and because we had the support of so many
credit unions, business partners and key creditors," Anderson

"We have been given a singular opportunity to now develop this
crucial Internet technology for credit unions. Liberty will
deepen and create a wide range of services that will allow
member-owned financial cooperatives to compete fully with the
largest international banks, brokerages, insurers and other
financial combines."

The new Liberty Cavion unit will remain in Englewood, Colorado,
and will be led by Liberty Executive Vice President for Internet
Applications Michael J. Provenzano.

Provenzano and Liberty Chief Financial Officer Paul Annett were
in Denver Friday at the U.S. Bankruptcy Court emergency hearing
to review Liberty's letter of intent to purchase.

Competing proposals had been separately offered earlier in the
week by EDS, the large, Plano, Texas electronics corporation, and
by Sunstar Communications, LLP, the Tampa, Florida-based Internet
service provider. Later, a joint oral plan was presented to the
court by EDS and Sunstar. The court ruled Friday in favor of the
Liberty offer.

The Liberty proposal was supported by the primary group of
secured creditors and by key Cavion suppliers, including
Convergent Communications, Inc., the Denver-based provider of
telecommunications services and computer equipment for Cavion.
Liberty continued to receive three-year commitments from current
Cavion customers as late as Friday, and expects that many more
will be received during the coming week now that Liberty
ownership has been established.

"We view this as an acknowledgment of Liberty's marketplace
credibility, as well as a sign of confidence in Cavion's products
and services," Anderson said.

Liberty will take the exceptional step of providing up to six
months of service for those credit unions who have chosen to
leave Cavion during its Chapter 11 status.

"Although we welcome all Cavion credit union customers to
continue with us, for those who decided to leave, we will provide
the very best possible support and transition during the coming
months at Liberty market rates," Anderson said.

Liberty will also move quickly to determine the future direction
of Member Emporium, an Internet portal for credit union members
that was part of Liberty's Cavion acquisition.

"We'll need to develop a new business plan for Member Emporium, a
business that is very much like the old Cavion -- leading edge
technology with an unsustainable business model," Anderson said.
Provenzano and Annett have met with all Cavion employees and have
begun their transition to Liberty. Liberty expects to re-hire
some former Cavion employees who were laid off by Cavion

The sale of Cavion makes the company part of a 15-year-old
private, family- and employee-owned company with 920 employees.
Liberty serves more than 5,000 credit unions in all 50 states,
Guam and Puerto Rico.

                          About Liberty

Liberty's core product is the check, still consumers' leading
financial transaction vehicle. The company is the credit union
movement's leading provider of payment systems (checks, card
services, financial supplies), marketing services (database
marketing, creative services, outsource marketing, market
research) and technology solutions (data processing, Web-site
development and hosting, Internet banking). Liberty is
headquartered in Mounds View, MN, a suburb of Minneapolis-St.
Paul. The company has also established marketing centers in Los
Angeles, St. Louis, Minneapolis and Hartford, CT.

                          About Cavion

Cavion Technologies offers products and services for secure
business-to-business communications and secure Internet financial
products and services designed specifically for the needs of
credit unions. The company's Internet software products include
secure Internet access, online transactional banking, cellular
access, online bill payment, and online loan decision products,
along with enabling software for kiosks.

CLARIDGE CASINO: Icahn Sells 44% Stake to Park Place for $21.6MM
According to documents filed with the Securities and Exchange
Commission, Carl Icahn has sold his 43.6% stake in first mortgage
notes for the Claridge Hotel & Casino Corp. to Park Place
Entertainment Corp. for $21.6 million in cash. Claridge has been
operating under Chapter 11 protection since August 16, 1999 (New
Generation Research, February 16, 2001)

EINSTEIN BROS.: Launches Ad Campaign in Chapter 11 Exit Process
Einstein Bros. Bagels announced that it is launching an
aggressive advertising/coupon campaign to help expand the
Company's customer base as it prepares to emerge from Chapter 11
protection, under which it has been operating since April 27,
2000. The marketing campaign shifts to promotional food sampling
in order to expand the customer base for both breakfast and lunch
purchases. The Company is hoping for U.S. Bankruptcy Court
approval of a proposed purchase by Three Cities Fund, for $145
million in cash and the assumption of $22.7 million in
liabilities. (New Generation Research, February 16, 2001)

ENVIROSOURCE INC.: Posts Losses For 2000
Envirosource, Inc. (OTCBB:ENSO) reported a $908,000 net loss for
the fourth quarter of 2000; this equates to $.16 per share. The
net loss for the 1999 fourth quarter was $82 million or $14.10
per share, which included a $75.2 million impairment loss on
long-lived assets of the Company's Technologies segment. Revenue
for the current fourth quarter was $45.4 million, a 16% decrease
from the same quarter of 1999, as production by the Company's
North American steel mill customers continued to decrease from
levels experienced a year ago and during the first half of 2000.

For the full 2000 year, revenues were $199.6 million; $12.4
million or 6% less than the 1999 total of $212 million. The net
loss for 2000 was $7.5 million or $1.29 per share. The 1999 net
loss, which included the $75.2 million impairment loss, was $95.8
million or $16.47 per share.

John T. DiLacqua, President and CEO of Envirosource, commenting
on the results said: "Even though the Company incurred losses
during the fourth quarter and for the year, I am proud of the
progress that has been made. These are incredibly difficult times
and we are facing many challenges. Our customers are suffering
because of low-priced imported steel and high-energy prices, and
in some cases energy shortages. We are suffering with low steel
production rates at many of our customers and even bankruptcies
at several. Results for the fourth quarter included a $3 million
expense recorded to reserve for receivables from customers who
filed for bankruptcy.

"General and administrative expenses in the fourth quarter of
2000 were almost $1 million higher than last year. The $3 million
expense related to receivables was partly offset by one-time
recoveries totaling $2 million. The Company also benefited in the
2000 fourth quarter from a cash receipt of $3.3 million from the
settlement of an old tax case, which included approximately $2.2
million of interest from the IRS."

Mr. DiLacqua continued: "Our outlook for 2001 has not improved
from the end of the third quarter. The downturn in the North
American steel industry that began mid-year is not expected to
reverse in the near-term. Unfortunately, the lower production
levels of our steel customers that we projected three months ago
were accurate for the 2000 fourth quarter. Current forecasts
indicate reduced steel consumption, weak prices, continuing high
levels of imports, and additional bankruptcies of some domestic
producers; none of which is good for our business. The more
optimistic scenarios indicate that some leveling in the second
half of the year is possible, but no resumption of growth is
expected until next year. We will continue to pursue further cost
reductions and capital preservation in our businesses during
these difficult times."

                        Subsequent Event

On February 1, 2001, the Company sold all of the common stock of
its Envirosafe Services of Idaho, Inc. ("ESII") subsidiary to
American Ecology Corporation. In addition to the Idaho waste
landfill operations, the Company's contract with a steel mill in
Sterling, Illinois was included in the sale. The Company has not
completed the final accounting for the transaction; however it
anticipates that a gain on the sale will be recognized in the
2001 first quarter financial results. ESII revenues for 2000,
including the Sterling, Illinois steel mill operations, were
approximately $14 million.

As part of the transaction, American Ecology assumed all of
ESII's outstanding debt, including $8.5 million of industrial
revenue bonds due November 1, 2002, and the obligations for
closure and long-term monitoring of the Idaho landfill site. The
transaction eliminates the need for Envirosource to provide the
related financial assurances of at least $12.5 million. Until
February 2000, ESII had provided the financial assurances with
trust funds of $15 million; at that time a surety bond was
substituted and the cash, netting $12.6 million, was returned to
the Company.

ETOWN.COM: Lays-Off Workers And "Temporarily" Shuts Down
-------------------------------------------------------- laid off its entire staff and shut down operations on
Wednesday, one month after the San Francisco-based company's
workers were scheduled to vote on union representation, according
to CNET Etown, which provided news and reviews about
consumer electronics products, has run out of money, said chief
executive Robert Heiblim. The company did not have the money to
pay workers any kind of severance package; instead, the company
transferred its remaining assets to Best Buy, one of its
investors, Heiblim said.

Despite the shutdown, Heiblim called the setback temporary,
saying he was still looking for additional funding for the
company. "We're not going to give up trying to find financing,"
he said. "But we have to let people go because we can't pay them.
If next week I find someone to give me funds, I'll see if can get
people to come back to work." Last fall, Etown laid off 22
percent of its staff to cut costs. (ABI World, February 16, 2001)

FAMILY GOLF: Keen's Efforts Raise $100 Million of Asset Bids
Keen Realty Consultants Inc. announced that it generated more
than $100 million as a result of its Feb. 9, 2001 bankruptcy
auction of Family Golf Centers Inc.'s assets. The transactions
are subject to bankruptcy court approval. On Feb.14, the U.S.
Bankruptcy Court approved 25 asset sales, with the remainder of
the transactions subject to approval Friday. Family Golf Centers
had been the leading operator of full-service golf centers and
ice-skating facilities nationwide.

More than 450 bidders interested in Family Golf's income-
producing driving ranges, golf courses, ice rinks and family
entertainment centers in the United States and Canada attended
the auction of its interests in three distinct businesses: Pardoc
Vending, Pinnacle Entertainment and the Campgaw Ski Area. The
company withdrew from the auction the sale of its ownership
interest in its Canadian operations and also Confidence Golf, a
golf club manufacturing and assembly business. (ABI World,
February 16, 2001)

HARNISCHFEGER: Seeks To Disallow Qualified Pension Plans Claims
Harnischfeger Industries, Inc. drew the Court's attention to the
continuation of the Qualified Pension Plans and the Qualified
Savings Plans by the New Debtors after the Effective Date of the
Plan, subject to the terms and conditions of such plans and
subject to the Debtors' right to amend and/or terminate such
plans in accordance with their terms and applicable law. If the
Plan is confirmed, the New Debtors will sponsor Qualified Pension
Plans and Qualified Savings Plans.

The Tax Code and other applicable laws require that Qualified
Pension Plans and Qualified Savings Plans (plans that satisfy the
the Tax Code), be funded through the use of trusts (which are
tax-exempt under Section 501(a) of the Tax Code) that are
segregated from the Debtors' assets. Numerous provisions under
the Tax Code and the Employee Retirement Income Security Act of
1974, as amended (ERISA) prohibit the use of the trust assets by
Debtors in order to ensure that such assets are used solely for
the benefit of participants under the Qualified Pension Plans and
Qualified Savings Plans.

Specifically, Qualified Pension Plans and Qualified Savings Plans

      * Harnischfeger Industries Salaried Employees' Retirement

      * Harnischfeger Industries Hourly Employees' Retirement

      * Dobson Park Industries, Inc. and Affiliates Cash Balance

      * The Horsburgh & Scott Company Employees' Retirement Plan;

      * Harnischfeger Industries Employees' Savings Plan;

      * Joy Technologies, Inc. Savings Plan;

      * The Horsburgh & Scott Co. Employees' Profit Sharing/401(k)
        Retirement Plan;

      * Dobson Park Industries, Inc. and Affiliates Savings Plan;

      * The American Longwall, Inc. 401(k) Plan.

Because the Qualified Pension Plans and the Qualified Savings
Plans are supported by assets that are not affected by the
bankruptcy cases, the Debtors requested that the 1865 proofs of
claim that assert claims premised on Qualified Pension Plans or
Qualified Savings Plans be disallowed. The Debtors note that the
beneficiaries of the Qualified Pension Plans and the Qualified
Savings Plans will have the same rights they had against the
Debtors as on the Effective Date; disallowance of their claims
will not affect their legal rights. (Harnischfeger Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-

HOMEPLACE HOLDINGS: Wins Final Court Nod on $155 Million DIP Loan
The U.S. Bankruptcy Court in Wilmington, Del., granted a final
order approving HomePlace Holdings Inc.'s $155 million debtor-in-
possession (DIP) financing agreement with Fleet Retail Finance
Inc. The company's attorney, James Stempel of Kirkland & Ellis,
told DBR Wednesday that the court approved the DIP facility with
"essentially no changes." The home accessories retailer's DIP
loan allows the company to borrow up to the lesser of $45 million
or availability, as defined in the loan agreement, minus pre-
petition obligations. (ABI World, February 16, 2001)

ICG COMM.: Proposes April 30 Bar Date for Filing Proofs of Claim
To flush-out all pre-petition claims against their estates and
obtain reasonable estimates of the aggregate amount of creditors'
claims, ICG Communications, Inc., and its debtor-affiliates asked
Judge Walsh, pursuant to Rule 3003(c)(3) of the Federal Rules of
Bankruptcy Procedure, to fix a deadline by which all creditors
must file proofs of claim.

The Debtors proposed April 30, 2001, as the General Bar Date. The
Debtors proposed that the General Bar Date apply to all creditors

      (1) creditors who agree with the way the Debtors schedule
          their claims;

      (2) claims previously allowed or paid pursuant to a Court

      (3) Intercompany Claims; and

      (4) claims that are based solely on ownership of the
          Debtors' publicly-traded Senior Discount Notes (because
          the Indenture Trustees are responsible for filing proofs
          of those claims);

and asked the Court to order that any creditor who fails to
timely file a proof of claim be forever barred, stopped and
enjoined from asserting a claim in excess of any scheduled claim.

To the extent that a creditor's claim arises on account of the
rejection of an executory contract, the Debtors asked that Bar
Date be fixed as the later of (a) the General Bar Date and (b) 30
days after entry of a rejection order.

The Debtors proposed to serve copies of the Bar Date Order and
customized proof of claim forms on every known creditor, allow a
45 day period for creditors to file their proofs of claim, and
require that claim forms be returned to Logan & Company, Inc.,
for processing. Additionally, the Debtors proposed to publish
notice of the bar date in the national editions of The Wall
Street Journal, The New York Times, and The Denver Post. (ICG
Communications Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

IMPERIAL SUGAR: Judge Robinson Fixes April 23 Claims Bar Date
Imperial Sugar Company requested that Judge Robinson set a bar
date by which all proofs of claim must be filed. The Debtors
suggested that a bar date of 5:00 p.m. Eastern Time on a date
that is 50 days after the date that the Debtors file their
Schedules and Statements of Financial Affairs is appropriate as
the final date and time by which all prepetition creditors and
interest holders, excluding claims of governmental units and the
Bank Group's claims, must file a proof of claim or proof of
interest in these Chapter 11 cases. The Debtors' Schedules and
Statements are presently due to be filed by March 2, 2001, which
would make the bar date 5:00 p.m. on April 23, 2001, as the first
business day that is 50 days after March 2

Proofs of claim are not required to be filed where:

      (a) Claims are listed in the Debtors' Schedules or any
          amendment to the Schedules and not listed as "disputed",
          "contingent" or "unliquidated", and which are not
          disputed by the creditor holding the claim as to amount
          and classification;

      (b) Claims on account of which a proof of claim has already
          been filed with the Court;

      (c) Claims previously allowed by Order of the Court; and

      (d) Claims allowable as expenses of administration.

The Debtors advised that they will carry out the task of giving
all interested parties appropriate notice of the bar date.

By Order Judge Robinson granted the relief as requested,
specifically excepting claims of government entities and the Bank
Group from the bar date, but modifying the Debtors' request to
set 4:00 p.m. Eastern Time on April 23, 2001, as the claims bar
date rather than 5:00 p.m. Judge Robinson further ordered that
proofs of claim and interests will be deemed filed only when
actually received, with original signatures and not by facsimile,
by J. A. Compton & Co., P.C., 1201 Louisiana #1035, Attn: Jeff A.
Compton, Houston, Texas 77002. Judge Robinson further ordered
that where a creditor holds a claim against more than one Debtor,
the creditor must file a separate proof of claim or interest in
the case of each Debtor separately, and that the creditor will be
bound by the Debtor named in the proof. The Judge further ordered
that the Debtors cause publication of the bar date at least 30
days before the bar date in several publications. (Imperial Sugar
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

INTEGRATED HEALTH: Warburg Makes PaineWebber-Related Disclosures
Mr. J. Soren Reynertson, a director of UBS Warburg LLC (formerly
known as Warburg Dillon Read LLC), submitted a supplemental
affidavit to the U.S. Bankruptcy Court in connection with WDR's
ongoing engagement as financial advisor to Integrated Health
Services, Inc., in part because UBS Warburg LLC, a successor firm
to WDR, has recently acquired PaineWebber Incorporated.

Mr. Reynertson told the Court that in an extended search of
UBSW's records, it was determined that PaineWebber participated
in two underwritings of common stock for IHS, the first in May of
1991 and the second in July of 1994, each for less than 2% of
issuance. A predecessor of WDR, Dillon, Read & Co. Inc., also
participated in both of the IHS Common Stock Issuances in
the same insubstantial amount as PaineWebber, as the prospectuses
indicate. However, neither PaineWebber nor Dillon, Read were
managing or co-managing underwriters or a substantial participant
for either of the IHS Common Stock Issuances, according to the
respective prospectuses. Moreover, it is unlikely that any
employee of the corporate finance groups at either of those firms
would have been involved in the transactions because the only
work any employees of Dillon, Read or PaineWebber would likely
have done would have been in the sales or trading departments and
no current employee of UBSW who worked on such transactions for
Dillon, Read or PaineWebber are working on this engagement, Mr.
Reynertson noted.

Mr. Reynertson believes that none of the connections, including,
without limitation, the limited involvement of Dillon, Read or
PaineWebber in the IHS Common Stock Issuances, should disqualify
UBSW from its employment as the Debtor's investment banker and
financial advisor under Section 327(a) of the Bankruptcy Code.

A search has also been made of PaineWebber's records concerning
significant contacts between PaineWebber and the Debtors, their
creditors and equity security holders holding 5% or more of the
equity securities of IHS, Mr. Reynertson reports. Mr. Reynertson
represents that to the best of his knowledge, information and
belief, no professional employee of PaineWebber

      (i) is related professionally to

          (a) the Debtors, their creditors or their Equity
              Security Holders,

          (b) the respective attorneys identified to UBSW as
              representing any party in interest, the United
              States Trustee or anyone employed in the United
              States Trustee's office, except as set forth in his
              affidavitor; or

     (ii) has any connection with or holds or represents any
          interest adverse to the Debtors, their estates, their
          creditors or any other party in interest or their
          respective attorneys in the matters for which UBSW is
          proposed to be retained.

Mr. Reynertson advised that from time to time PaineWebber may
engage in securities transactions unrelated to the IHS cases with
some of the Debtors' significant creditors or bondholders.
Customary barriers exist to prevent the exchange of material,
non-public information between the investment banking department
and the departments at Paine Webber engaged in such activities.

Mr. Reynertson further related that from time to time,
PaineWebber may engage in trading transactions involving
securities and/or liabilities issued or guaranteed by one or more
of the Debtors or other parties in interest or maintain custody
of such securities and/or liabilities but PaineWebber does not
own any securities of IHS for its own account. Mr. Reynertson
advised that PaineWebber's proprietary and customer holdings are
unrelated to the IHS chapter 11 cases. Mr. Reynertson further
assured that customary barriers exist to prevent the exchange of
material, non-public information between the investment banking
department and the departments at PaineWebber engaged in such

Mr. Reynertson covenants that if UBSW discovers additional
information requiring further disclosure it will supplement the
affidavit. (Integrated Health Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

INTERACTIVE MULTIMEDIA: Seeks Immediate $3-5MM Capital Infusion
Interactive Multimedia Networks Inc. is an Internet based
marketing company. Its primary business activity is marketing
through multiple media channels for the purpose of facilitating
on-line purchases of a variety of products and services. The
company markets products and services primarily for itself (85%)
and sometimes for others (15%).

Interactive has three subsidiaries: AutoSmartUSA, Inc. and
AutoSmartUSA Leasing, Inc. are both wholly-owned subsidiaries.
These subsidiaries operate in tandem to operate the vehicle sales
operations of the company. CPM Associates Holding Corp., a
wholly-owned subsidiary owns an 80% interest in Contracting,
Planning and Management Associates, Inc., which, prior to its
Chapter 7 Bankruptcy proceeding, operated the architectural wood
products and store fixture business of the company.

The company, and its subsidiaries, had a net loss of $(881,355)
for the twelve months ended March 31, 2000, of which $(724,527)
was the company's and the balance of $(156,828) was attributable
to AutoSmart USA and $(196,184) for the same period ended March
31, 1999, all of which was the company's.

The company, and its subsidiaries, had a net loss of $(86,686)
for the six months ended September 30, 2000 and $(9,145) for the
same period of 1999.

The company believes that its own present operations require that
it obtain additional capital during the next twelve months. It is
exploring various options including, revolving bank credit lines,
equity and or debt financing through private placements. The
company is also conducting preliminary discussions with various
venture capital groups. Interactive is seeking an immediate
capital infusion of between three and five million dollars, the
terms of such infusion have not been determined. No assurance can
be given that it will be successful in any of its financing

The company believes that its operations will generate
sufficient cash to maintain its present operations until
appropriate financing can be obtained. However, if financing is
not obtained within six months the company will be required to
curtail certain of its operations in an effort to conserve funds.
The company believes that it can continue to generate sufficient
revenues for the foreseeable future to maintain operations at a
reduced level.

It is unknown at this time whether the company will be successful
in raising capital on reasonable terms.

IVOICE.COM: Taps Mendlowitz & Weitsen as New Accountants
On February 9, 2001,, Inc. dismissed Merdinger,
Fruchter, Rosen & Corso as its independent accountants. The
dismissal was approved by the company's Board of Directors. The
financial reports of the company for the past two fiscal years
contained MFR&C's explanatory paragraph expressing substantial
doubt regarding the company's ability to continue as a going

On February 9, 2001 the company engaged Mendlowitz & Weitsen,
LLP, as its new independent accountants.

LERNOUT & HAUSPIE: Look for Debtors' Schedules in Mid-March
Mark S. Kenney, Esq., acting for the United States Trustee,
Patricia A. Staiano, objected to Lernout & Hauspie Speech
Products N.V. and Dictaphone Corp.'s Motion asking for a second
extension of time to file schedules and statements to March 16,
2001, beyond the 45-day extension previously granted.

The United States Trustee protested that the Debtors have no
reason to ask for a 60-day extension to file their statements and
schedule because they have previously been granted a 45-day
extension, and reminded the Court that a meeting between the
creditors have already been scheduled and that a proper
examination of the Debtors cannot be made in this meeting without
the schedules and statements.

Mr. Kenney downplayed the Debtors' proffered justification that
they had been required to concentrate on other matters critical
to reorganization, asserting that this claim is bereft of basis
because, when a company commences a Chapter 11 case, it is
expected to comply with certain requirements and deal with the
necessary incidents and inconveniences of such a proceeding
present in every case, which include the timely preparation of
Statements and Schedules. Similarly, although the cross-border
concordat proceedings required additional effort from the
Debtors' personnel, preparation for those proceedings was not
inconsistent with the preparation of Schedules and Statements.

A significant portion of the information in the Schedules and
Statements had to have been produced before the Debtors could
seek or obtain postpetition financing, and to obtain the
concordat in Belgium. The Debtors' efforts in these instances
should assist, not hinder, the timely preparation of Schedules
and Statements.

In this case the Schedules and Statements are particularly
necessary, considering that certain parties in interest in these
proceedings have made serious allegations which warrant
investigation and the appointment of an examiner. The debtors'
motion should be denied, or another date set as the Court deems
appropriate, because the review and analysis of the Schedules and
Statements would be critical to any investigation and

Considering the Debtors' request and the U.S. Trustee's objection
Judge Wizmur ruled that the deadline will be extended to March
16, 2001, hinting that the Court will take a dim view of a
request for a third extension. (L&H/Dictaphone Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LOEWEN GROUP: Resolves Osiris Funds Dispute With Cornerstone
As previously reported, in February 1999, Loewen Group
International, Inc. (LGII) and Newco Cemetery, Inc., which was
subsequently renamed Cornerstone Family Services, Inc. entered
into a Stock Purchase Agreement pursuant to which Cornerstone
agreed to purchase the issued and outstanding shares of capital
stock of approximately 100 subsidiaries of LGII. These
subsidiaries operated approximately 124 cemeteries and three
funeral homes, primarily in the northeastern United States. The
purchase price under the Stock Purchase Agreement was
approximately $193 million subject to purchase price adjustments,
including a Working Capital Adjustment and a Trust Fund
Adjustment, that are to be determined pursuant to an accountant
review procedure set forth in the Stock Purchase Agreement. This
accountant review procedure is in process.

Although the stock of subsidiary Osiris Holding Corporation was
not included in the transaction, in early November 1999,
apparently as a result of conversations between officers of
Cornerstone and LGII, funds owned by Osiris totaling $2,406,317
(the Osiris Disputed Funds) were withdrawn by Cornerstone from an
account maintained in the name of Osiris by First Union National
Bank, as Trustee. LGII demanded on numerous occasions that
Cornerstone return the Osiris Disputed Funds to Osiris, but
Cornerstone did not do so.

In January 31, 2000, Cornerstone commenced Adversary Proceeding
No. 00-00329 in the Court seeking a declaration that Cornerstone
rightfully owned and possessed the Osiris Disputed Funds. In
April 14, 2000, LGII, The Loewen Group Inc. (TLGI) and Osiris
filed an answer to the Cornerstone complaint and counterclaim
seeking the return of the Osiris Disputed Funds.

On July 13, 2000, the Court entered an order (D.I. 4752) that,
among other things, modified the automatic stay imposed by
section 362(a) of the Bankruptcy Code to permit Cornerstone and
LGII to proceed with the accountant review procedure.

                The Settlement Agreement

In August 2000, LGII, TGLI and Osiris (the Settlement Debtors)
and Cornerstone reached an agreement in principle with respect to
the Osiris Disputed Funds and certain other matters. In a motion
dated January 26, 2001, the Settlement Debtors sought the Court's
approval of The Settlement Agreement which documents the parties'
agreement in this regard.

The Settlement Agreement provides for:

      (1) Cornerstone's Payment of Settlement Sum

          - Cornerstone will pay the Settlement Debtors a
            Settlement Sum of $1,658,420 plus $91,845 interest
            within five days following the effective date of the
            Settlement Agreement.

(The Settlement Sum was calculated by subtracting from the Osiris
Disputed Funds: (i) $503,961, the amount of funds withdrawn by
the Settlement Debtors from an account maintained on behalf of
Osiris Holding Finance Company (which is wholly owned by
Cornerstone) by First Union; and (ii) $243,936, the amount of
income earned in certain trust accounts subsequent to the closing
of the transactions contemplated by the Stock Purchase Agreement
and paid by First Union to the Settlement Debtors (collectively,
the "Other Disputed Funds".)

      (2) Cornerstone's Use of Funds

          - After paying the Settlement Sum and the Interest,
            Cornerstone will be permitted to use the balance of
            any funds set aside in a segregated account that it
            has asserted it established at or about the time the
            Adversary Proceeding was commenced.

      (3) Dismissal of Claims

          - Upon the payment of the Settlement Sum and the
            Interest, all claims and counterclaims in the
            Adversary Proceeding will be dismissed with prejudice
            and each party will bear its own costs and attorneys
            fees. Having resolved their claims with respect to the
            Osiris Disputed Funds and the Other Disputed Funds,
            the parties shall not seek to collect such funds in
            connection with the resolution of their disputes with
            respect to the Working Capital Adjustment or the Trust
            Fund Adjustment.

      (4) Mutual Releases

          - Upon the payment of the Settlement Sum and the
            Interest, Cornerstone and the Settlement Debtors will
            completely, and irrevocably release and forever
            discharge each other and each other's present or
            former, direct or indirect parents, subsidiaries,
            affiliates, officers, directors, shareholders, legal
            representatives, agents, employees and successors or
            assigns of and from any and all claims for, claims of
            entitlement to or claims related to the Osiris
            Disputed Funds and the Other Disputed Funds.

In addition, those portions, if any, of pending proofs of claims
filed by Cornerstone in the chapter 11 cases of LGII, TLGI or
Neweol constituting or representing claims settled and released
under the Settlement Agreement will be deemed to be withdrawn
with prejudice. All other or unrelated causes of action, claims,
obligations, damages or losses between Cornerstone and the
Settlement Debtors, or their present or former, direct or
indirect parents, subsidiaries, affiliates, officers, directors,
shareholders, legal representatives, agents, employees and
successors and assigns are expressly preserved and are not

                            * * *
The Settlement Debtors believe that the Settlement Agreement will
fully resolve the disputes between them and Cornerstone with
respect to the Osiris Disputed Funds and accordingly seek the
Court's approval of their entry into the Settlement Agreement,
pursuant to Bankruptcy Rule 9019. (Loewen Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LOEWS CINEPLEX: Closing 23 Canadian Theatres

Loews Cineplex Entertainment Corporation (NYSE: LCP; TSE: LCX) is
closing 23 theatres in Canada.  The affected theatres are:

                     Cineplex Odeon Theatre Closings
                             (as of Feb. 16)

Province      City          Location             Closing Date
--------      ----          --------             ------------
BC            Abbotsford    Clearbrook           Immediate
               Vancouver     Pinetree             End of Business:
                                                     Feb. 20
                             Station Square       Immediate

Alberta       Calgary       London Town Square   Immediate
               Edmonton      Whitemud             Immediate

Saskatchewan  Saskatoon     Town Cinema          Immediate

Ontario       Brampton      410 & 7              Immediate
               London        Galleria             Immediate
               Mississauga   Erin Mills           End of Business:
                                                     Feb. 20
               Ottawa        St. Laurent          Immediate
               Thunder Bay   Cumberland           Immediate
               Toronto       Hyland               Immediate
                             Fairview Mall        End of Business:
                                                     Feb. 20
                             Promenade            End of Business:
                                                     Feb. 20
                             Market Square        End of Business:
                                                     March 8
               Windsor       Palace               End of Business:
                                                     Feb. 20
Quebec        Laval         Carrefour Laval      Immediate

                             Les Galleries Laval  Immediate
               Montreal      Egyptien             Immediate
                             Le Faubourg          Immediate
                             Place Longueuil      Immediate
                             Pointe Claire        Immediate
               Quebec City   Le Laurentian        Immediate

LOEWS CINEPLEX: Secures CCAA Protection in Toronto
Loews Cineplex Entertainment Corporation (NYSE: LCP; TSE: LCX)
announced that, Cineplex Odeon Corporation and certain of its
other Canadian subsidiaries have obtained an Order to initiate a
restructuring of its obligations and operations under the
Companies' Creditors Arrangement Act.

Lawrence J. Ruisi, President and Chief Executive Officer of Loews
Cineplex, said, "We regret the need to close theatres and the
resulting loss of jobs, but we believe strongly that these
closings will improve our financial performance and strengthen
our ability to emerge from the restructuring process a stronger
and more profitable company."

As previously announced, in conjunction with and as contemplated
by a proposed acquisition of Loews Cineplex and its subsidiaries
and joint venture interests by an investor group comprised of
Onex Corporation (TSE: OCX), Oaktree Capital Management, LLC and
Pacific Capital Group, Inc., and a restructuring of Loews
Cineplex's outstanding indebtedness, Loews Cineplex and all of
its wholly-owned U.S. subsidiaries 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 Order under the Companies' Creditors Arrangement Act
was obtained by Cineplex Odeon Corporation and certain of its
other Canadian subsidiaries.

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
of 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
in Magic Johnson Theatres, Star Theatres, Yelmo Cineplex de
Espana, De Laurentiis Cineplex d'Italia, Odeon Cineplex in Turkey
and Megabox Cineplex of Korea.

MARINER: Agrees To Lift Stay For Dismissal Of Hayes Suit
Debtor National Heritage Realty, Inc., d/b/a Clinton Health and
Rehabilitation Center was named a defandant in a State Court
Action styled "Rachel Terry, as Administratrix of the Estat of
Rachel Hayes, Deceased and any and all Legal Heirs of Said Estate
v. Clinton Health and Rehab Center, Heritage Manor Nursing Home
and Unknown Companies and Employees", Civil Action No.3:99CV485WS
pending in the District Court for the Southern District of

Prior to the filing of the bankruptcy petition, Clinton filed two
separate motions for summary judgment which were pending before
the District Court.

The United States District Court of the Southern District of
Mississippi issued its advisor opinion on the motions, which
prospectively would grant the motions and dismiss the action as
to National Heritage Realty, once the automatic stay of
bankruptcy is lifted.

The parties agreed and have obtained the Court's approval for
their agreement and stipulation to the lifting of the automatic
stay as to National Heritage Realty, Inc., solely for the purpose
of allowing the United States District Court for the Southern
District of Mississippi to enter a final judgment of dismissal as
to all defendants in that cause consistent with the Court's
advisory opinion.

It is expressly stated in the stipulation that the automatic stay
will continue in full force and effect in all other respects, and
plaintiffs will take no action to prosecute the Hayes suit.
(Mariner Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

MICROAGE INC.: Christopher J. Koziol Steps Down as President
As part of on-going restructuring plans, MicroAge Inc., a
business-to-business technology provider, announced that
Christopher J. Koziol will no longer serve as president and chief
operating officer.

"Chris has been a great asset to our company," said MicroAge
Inc., Chairman and Chief Executive Officer Jeffrey D. McKeever.
"He was instrumental in driving MicroAge's growth into a multi-
billion dollar organization. He provided direction and strategy
for launching Pinacor and for managing the day-to-day operations
of the corporation and MicroAge Technology Services, LLC.

"However, as we restructure, MicroAge will be smaller going
forward and for daily operations the company will not need the
resources of an expanded management team."

MicroAge Inc., recently announced the sale of most assets of
MicroAge Technology Services, LLC, through competitive bidding
procedures of the U.S. Bankruptcy Court. The company filed for
voluntary Chapter 11 reorganization on April 13, 2000 in order to
facilitate the restructuring of its business.

Koziol served MicroAge for more than 15 years, most recently as
president and chief operating officer of MicroAge Inc.,
responsible for the strategic direction and day-to-day operations
of the company. Previously, Koziol served as president of
MicroAge Technology Services, directing sales, marketing and
branch sales functions for the company.

Prior to moving to MicroAge Technology Services, Koziol served as
president of Pinacor. In 1992, Koziol was also responsible for
launching MicroAge Infosystems Services, a subsidiary that grew
into a billion-dollar technology integrator serving Fortune 500

A graduate of the University of Arizona and the Harvard Business
School Program for Executive Development, Koziol earlier held
sales and management positions with Pepsi-Cola Bottling Group and
Western Office Systems, an agent for Exxon Office Systems and
Wang Laboratories.

Koziol also serves on the board of CompTIA, the Computing
Technology Industry Association, a not-for-profit trade
association of more than 10,000 technology companies and
professional IT members.

"Clearly we will miss Chris' leadership and enthusiasm," added
McKeever. "His spirit of always striving for excellence will
endure and be part of the MicroAge Values as we move forward, and
we wish him all the best in his future endeavors."

                     About MicroAge Inc.

MicroAge Inc., delivers technology to businesses through one-on-
one relationships supported via electronic commerce and the
Internet. The corporation is comprised of information technology
companies that deliver technology solutions through ISO 9001-
certified, multi-vendor integration services and distributed
computing solutions to organizations and computer resellers.
The company offers over 20,000 products from more than 500
suppliers backed by a suite of technical, financial, logistics
and account management services.

MMH HOLDINGS: Disclosure Statement Hearing Set for February 28
A hearing shall be held before the Honorable Sue L. Robinson,
Wilmington, DE, on February 28, 2001 at 8:30 AM, to consider the
Proposed Disclosure Statement of MMH Holdings, Inc., et al.
Counsel to the debtor is Proskauer Rose LLP.

The debtors' plan provides a means by which the debtors will be
reorganized under Chapter 11 of the Bankruptcy Code, and sets
forth the treatment of all claims against and equity interests in
the debtors. General Unsecured Claimants' Claims are impaired.
Each holder shall receive its pro rata share of 5 million shares
of New Holdings Common Stock.

MR3 SYSTEMS: May Shut Down If Unable To Raise More Capital
MR3 Systems, Inc., is engaged in the industrial processing of
hazardous wastes and other complex metals sources into pure
metals and specialty chemical products. These products are
produced in company-owned and operated plants utilizing its
proprietary MR3 Technology. They are sold to metals and chemical
commodities brokers, and to end-users. The company also charges
contract fees for various waste removal and remediation services.

Starting in early 1998, the company succeeded in ramping its MR3
Technology up to commercial scale at the Butte, Montana, plant by
May, 2000. The objectives for the Butte facility were two-fold:
to prove out and demonstrate the technology operating at
commercial scale, and to provide sufficient cash flow to fund the
overall operations of the company while expanding its business
into larger future revenue producing projects. The company
believes it will reach positive cash flow from the Butte
operations during the second half of 2001.

It estimates that it will need to raise up to $1,000,000 over the
next 6 months to cover its operating costs until it can reach
positive cash flow and profitability. The company will need to
raise funds through additional equity and/or debt financing. This
estimate considers current operating plus the remaining costs
required to complete the Butte plant expansion.

Company operations are not currently profitable and its continued
existence is uncertain if it is not successful in obtaining
outside funding in an amount sufficient for it to meet its
operating expenses at the current level. Management plans to
continue raising additional capital to fund operations until
sales from the Butte, Montana, facility are sufficient to fund

The company is continually negotiating with independent third
parties and related parties to obtain the necessary additional
funding. Although management believes that there is a reasonable
basis to remain optimistic, no assumption can be made that MR3
will be able to attain profitable operations and/or raise
sufficient capital to sustain operations.

OSAGE SYSTEMS: Files Chapter 11 Petition in Arizona
Osage Systems Group Inc. announced that it, together with its
subsidiaries, has filed voluntarily a petition for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Arizona.

The company additionally filed a motion seeking approval of the
sale of its assets to Pomeroy and PSIS under Section 363 of the
Bankruptcy Code.

"Over the past few months, our employees and customers have had
to deal with the uncertainty surrounding Osage's future," noted
Osage Chief Executive Officer Phil Carter. "Now that we have
reached a definitive agreement with a premiere company such as
Pomeroy, we look forward to the benefits of this combination."

                          About Osage

Osage Systems Group ( designs, implements and
supports eBusiness solutions for the Networked Economy(TM). With
a comprehensive and fully integrated set of eBusiness
capabilities, Osage strategically links infrastructure,
integration, information, and intelligence.

OSAGE SYSTEMS: Plans To Sell Assets To Pomeroy Computer Resources
Osage Systems Group Inc. (AMEX: OSE) has entered into an Asset
Purchase Agreement that will result in the sale of substantially
all the operating assets and the business of Osage and its
subsidiaries to Pomeroy Computer Resources Inc. (Nasdaq: PMRY)
and Pomeroy Select Integration Solutions ("PSIS").

This agreement follows the Letter of Intent that was signed by
the companies on Jan. 11, 2001.

The transaction is subject to a number of conditions including
approval by both Pomeroy's board of directors and their principal
lender, in addition to other customary approvals and consents.
It is contemplated that the transaction will also be effected
through the provisions of the U.S. Bankruptcy Code and will
therefore be subject to court approval. If the sale is completed,
Pomeroy anticipates that the systems integration and consulting
business of Osage will operate as additional branch offices of
the company.

"We anticipate that Osage will be an excellent complement to our
business strategy," commented Stephen E. Pomeroy, president of
Pomeroy. "They have a very strong relationship with many of the
leading technology vendors in our marketplace."

OWENS CORNING: Continuing & Implementing Employee Programs
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
representing the Official Committee of Asbestos Claimants, told
Judge Walrath that the Committee objects to Owen Corning's Motion
for authority for the continuation and implementation of employee
retention, emergence, severance, incentive, 401(k) contribution,
and global awards programs, what the Committee describes as "a
massive series of employee retention and incentive programs that
contemplate payment to the Debtors' employees, in addition to
their regular compensation, of over $100 million.

The Committee told Judge Walrath that these generous awards are
designed to inure to the benefit of the Debtors' most senior
management. As an example, the Committee cited the retention
program, by which, in return for their agreement to remain in the
employ of the Debtors until the end of this calendar year, the
Debtors' twelve most senior employees will be given over 30% of
the nearly $35 million allotted for distribution under this

The scope and magnitude of these programs are particularly
objectionable to the Committee in light of the fact that the
Debtors' proposed incentive program, profit-sharing contribution
plan, and global awards program are all based upon what the
Debtors describe as objective Company performance measures that
have not been supplied to the Committees. The Debtors estimate
that they will pay $60 million under the incentive program for
2001. Simply stated, it is impossible for the Committee to reach
a determination as to the propriety of these large awards without
the Debtors' publication of a budget and targets that will
underlie the bonus system prior to any determination on this

Additionally, the Debtors have attempted to justify the granting
of the relief sought in the Motion through averments that the
employee programs are similar to those instituted by comparable
companies. The Committee's attorneys told Judge Walrath that they
have had discussions with the Debtors' representatives in an
attempt to evaluate the propriety of such averments, and the
overall fairness of the employee programs. To this end, the
Committee requested information which has not been provided. In
the absence of the Debtors' cooperation in providing the
requested information, the Committee said there has been
insufficient time to evaluate the propriety of these programs.

After reviewing these pleadings, and in light of the withdrawal
of this objection by the Committee in open court, Judge Walrath
approved the Motion in all respects, and finds that a sound
business justification exists for continuing, modifying, or
implementing the employee retention and related programs
described in the Motion, that the terms of the programs are fair
and reasonable, and are proposed in good faith, and that these
programs are necessary to the Debtors' reorganization efforts.
(Owens Corning Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PICUS INC: Seeks Court Approval Of Asset Sale To Omega
The debtors, Picus, Inc. and its debtor affiliates sought to sell
ISP assets outside of the ordinary course of business and to
assume and assign leases. The sale includes a majority of the
assets of Picus necessary for the operation of the ISP Business.
The debtor and the Committee recommended that the court accept
the offer of Omega Communications, Inc. in the amount of
$1,325,000. The prospective purchaser is an insider of Picus,
Inc., Charles and Mary Cocuzza.

PILLOWTEX CORP.: Has Until May 16 To Decide On New Plan Leases
David L. Pollack, Esq., at Ballard Spahr Andrews & Ingersoll LLP,
representing New Plan Excel Realty Trust, asked Judge Sue
Robinson not to grant Pillowtex Corporation's motion for
extension of the time to assume or reject unexpired leases.

New Plan is the owner or agent for the owners of two shopping
centers in which the Debtors operate their business under three
lease contracts. Although New Plan acknowledges that the Debtors
remain lessees of several unexpired lease contracts, many of
which may be ultimately found to be valuable assets to the
continued operation of Debtors' business, the number of stores
alone does not warrant an extension of time to assume or reject
the leases through the confirmation date of any plan.

New Plan argued that the Code provides for sixty days to assume
or reject leases, unless, in exceptional cases, the Debtors can
show cause for an extension. In using words like "large number of
leases" and "complexity", the Debtors have made general averments
only and the relief requested in the Debtors' motion should not
be granted based on generalizations alone.

New Plan believes that the Debtors' request for an extension
through confirmation of any plan is both unwarranted and
unreasonable. New Plan suggests that in order to afford Debtors
with appropriate time to review their leases, an extension of no
more than ninety days is proper.

Considering the merits of the Debtors' arguments for an open-
ended extension of their time within which to assume or reject
leases, Judge Sue L. Robinson granted the Debtors an extension of
time through and including the confirmation date of a plan.

Judge Robinson also granted a carve-out of this open-ended
extension to New Plan, ruling that the time period within which
the Debtors must decide whether to assume or reject the New Plan
leases is extended through and including May 16, 2001. This is
without prejudice to the Debtor to seek further extension of time
and the right of New Plan to seek an order requiring the debtors
to elect to assume, assume and assign, or reject one or more of
the New Plan leases prior to May 16, 2001. (Pillowtex Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-

PLANETGOOD: Secures Commitment for $223,000 in DIP Lending
PlanetGood Technologies, Inc. (OTCBB:PGPG) said that it has
obtained a commitment for a $223,000 debtor-in-possession ("D-I-
P") credit facility which the Bankruptcy Court has approved to
assure on-going operations of the business. The D-I-P lending
agreement ensures that the Company has capital to maintain day-
to-day operations, including the delivery of post-petition goods
and services.

Last week, the Company and its subsidiary filed voluntary
petitions with U.S. Bankruptcy Court for the Southern District of
Indiana to reorganize under chapter 11 of the U.S. Bankruptcy
Code. The reorganization period should have little impact on
customers and employees. The Company has received the court's
approval to pay employee salaries, wages and benefits without
interruption. While under this protection, the Company will
continue to seek additional funding or a buyer to purchase the
on-going operations and assets of the Company.

REINK CORP.: Needs At Least $1.5MM To Fund Operations
Reink Corp. is an established manufacturer and marketer of
environmentally conscious quality aftermarket ink products for
the imaging consumables market. Products include ink jet and
laser toner cartridges, inkjet refill kits, remanufactured inkjet
cartridges, thermal printer film, impact printer ribbons, bulk
ink and a wide range of speciality inks for industrial printer

Total revenues decreased to $5,327,734 for the nine months ended
September 30, 2000, compared to $5,575,434 for the same period
last year. This decrease was due to the loss of the Office Depot
business which was partially offset by the acquisition of the
business of Assembly Services Unlimited in the fourth quarter of

The company sustained a net loss of $(2,599,807) for the nine
months ended September 30, 2000, compared with a loss of
($208,104) for the same period last year.

As of September 30, 2000, the company had a working capital
deficiency of $(1,484,670). It is not currently generating
sufficient working capital to fund its projected operations for
the next fiscal year. In addition, expansion of operations will
require capital infusions of a minimum of $1.5 million dollars
necessary to fund the purchase of inventory and to meet the
company's working capital needs. The company says it anticipates
raising additional capital through the issuance of its securities
and obtaining traditional lines of credit. The specific terms of
any equity or debt financing will be subject to negotiation with
potential investors. There can be no assurances that the company
will be successful in obtaining this additional financing.

RELIANCE GROUP: No Further Extensions for Icahn Tender Offer
On December 22, 2000, High River Limited Partnership, an
affiliate of Carl C. Icahn, commenced an Offer for up to $40
million in principal amount of the outstanding 9% senior bonds
issued by Reliance Group Holdings, Inc. for $170 per $1,000 in
principal amount. The terms of the Offer are set forth in
Purchaser's Offer to Purchase and Supplement No. 1 thereto and in
the related Letter of Transmittal. The Offer, Withdrawal Rights
and Proration Period were set to expire at 5:00 p.m., New York
City Time, yesterday, February 20, 2001.

Purchaser does not plan to further extend the Offer and is said
to purchase the 9% Bonds tendered and not withdrawn through 5:00
p.m. on February 20, 2001, up to $40 million in principal amount,
in accordance with the terms of the Offer.

As previously disclosed, Reliance and Reliance Financial Services
Corporation had obtained an interim stay from an appellate court
in a state court action.  The stay precluded Purchaser and its
affiliates from purchasing direct obligations or participations
in RFSC Secured Debt, including a participation in RFSC Secured
Debt that was the subject of a pending transaction. On February
15, 2001, the appellate court lifted the stay and denied
Reliance's application for an injunction pending appeal. On
February 16, 2001, Icahn & Co. purchased the approximately $20
million principal amount of RFSC Secured Debt participations and
$10.5 million principal amount of 9% Bonds, which were the
subject of the pending transaction.

ROCKY MOUNTAIN: Hires Jackson & Rhodes As New Accountants
In connection with the merger of Comercis, Inc. into Rocky
Mountain Financial Enterprises, Inc., on February 1, 2001, the
new Board of Directors of Rocky Mountain Financial Enterprises
has dismissed Michael Johnson & Co., LLC as its independent

The report of Michael Johnson & Co., LLC for the December 31,
1999 financial statements contained an opinion which noted that
substantial doubt existed as to the ability of Rocky Mountain
Financial Enterprises to continue as a going concern. The Rocky
Mountain Financial Enterprises Audit Committee participated in
and approved the decision to change independent accountants.

The company has engaged Jackson & Rhodes, P.C. as its new
independent accountants as of February 1, 2001.

Additionally, on February 1, 2001, Chris Meaux resigned as
Chairman of the Board and the Board appointed August J. Rantz,
III to replace him.

SAFETY-KLEEN: Enlarging Shaw Pittman's Role as Special Counsel
Safety-Kleen Corp. asked Judge Walsh for an Order approving and
enlarging the scope of the services, retroactively to the
Petition Date, to be rendered by the law firm of Shaw Pittman,
previously approved as special counsel to the Debtor to include
the rendition of legal services in connection with certain
outsourcing matters. Judge Walsh had previously approved the
employment of Shaw Pittman to represent the special committee of
the board of directors of Safety-Kleen Corporation to assist in
investigating alleged financial reporting and accounting

By this Application, the Debtors sought to enlarge the scope of
Shaw Pittman's employment to include legal services relating to
outsourcing certain of the Debtors' operations, including
mainframe and server management, maintenance and support,
desktop, data network, and help desk services. These outsourcing
matters are or were previously handled internally by the Debtors.
These outsourcing matters were performed, and will continue to be
performed, by Shaw Pittman attorneys who were not and are not
involved in any way with the services provided to the Special
Committee, and the description of these services was
inadvertently omitted from the prior Application. Therefore,
Judge Walsh's approval is sought retroactively to the Petition
Date. To date, Shaw Pittman has expended approximately 290
attorney hours in connection with outsourcing matters, for a
total charge of $106,913.

While the Debtors believe that, since this figure represents
costs from May 2000 to date, these matters could be included as
"ordinary course professionals", in light of the prior
application to employ Shaw Pittman it is more appropriate to
include these services in this application for enlargement.

The members of the firm primarily responsible for outsourcing,
and their hourly billing rates, are:

           Aaron M. Oser            $ 375
           Lee Van Blerkom          $ 250
           Brian R. Bodor           $ 250
           Alejandro Ferrate        $ 250

These hourly rates are subject to periodic adjustment to reflect
economic and other conditions. Other attorneys may from time to
time perform services in connection with the firm's engagement on
outsourcing matters.

Charles J. Landy, a member of Shaw Pittman, reaffirmed the
disclosures in the initial Application; however, Mr. Landy added
that a subsequent review of the firm's files revealed that in
addition to the previous disclosures it was appropriate to
disclose that the firm represented other entities with
relationships to the Debtors, such as Emerson Electric Company,
in connection with potential environmental litigation. Emerson,
along with numerous other potentially responsible parties, may
have claims against the Debtors. Shaw Pittman will not represent
Emerson in connection with any such claims. Further, Emerson is a
customer of the Debtors, and Shaw Pittman is sometimes consulted
in connection with customer matters, but unrelated to these
bankruptcy cases. Shaw Pittman also represents, in matters
unrelated to these bankruptcy proceedings, such parties in
interest as PricewaterhouseCoopers LLP, Sumitomo Bank, Credit
Lyonnais, Fleet National Bank, Bankers Trust Company, General
Electric, Arthur Andersen, Fuji Bank, Prudential Insurance,
Goldman Sachs, Legg Mason, Toronto Dominion Bank, and Bank of New

Mr. Landy assured Judge Walsh that Shaw Pittman's representation
in these matters are unrelated to these bankruptcy cases, and
that Shaw Pittman neither holds nor represents any interest
adverse to the Debtors or these estates on the matters for which
enlargement is sought. (Safety-Kleen Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)

THERMOGENESIS: Needs More Financing To Sustain Operations
Thermogenesis Corporation designs, manufactures and distributes
equipment to process therapeutically valuable blood components
including stem cells and surgical sealants. Initially the company
developed medical devices for ultra rapid freezing and thawing of
blood components, which the company manufactures and distributes
in their respective niche markets in blood banks and hospitals.

The company used $2,250,000 for operations for the six months
ended December 31, 2000. This was primarily due to funding
operating expenses, including research and development costs for
the testing required to obtain the CE mark on the CryoSeal CP-2
disposable, and the costs associated with the CryoSeal Fibrin
Sealant pre clinical trials. The report of independent auditors
on the company's June 30, 2000 financial statements includes an
explanatory paragraph indicating there is substantial doubt about
the company's ability to continue as a going concern. The company
indicates that it believes it has developed a viable plan to
address these issues and that its plan will enable it to continue
as a going concern through the end of calendar year 2001. In the
past, the company has been able to obtain financing to continue
its operations and product development. The plan includes the
realization of revenues from the commercialization of new
products and the consummation of long term debt or equity
financings. There is no assurance that the company will be
able to achieve additional financing or that such events will be
on terms favorable to the company.

UNOVA INC.: Fitch Places B+ Rating on Senior Note Issues
Fitch continues to maintain its Rating Watch Evolving status
pertaining to the `B+' rating on UNOVA Inc.'s (UNA) senior notes
following the company's recent fourth quarter earnings
announcement and successful refinancing of its bank credit

Debt securities rated include $100 million 6.875% senior notes
due 2005 and $100 million 7.00% senior notes due 2008.
During 2000, UNA experienced a dramatic decline in operating
performance, principally in the company's Automated Data Systems
(ADS) segment. In particular, UNA posted a $50 million operating
loss and $15 million of EBITDA for the full year (adjusting for
non-recurring charges).

A decline in the direct store delivery (DSD) market, disruptions
related to the reorganization of the sales force and service
delivery issues led to a substantial revenue shortfall and
declining profitability at the ADS segment during 2000.

While the DSD market has shown recent improvement and operational
issues appear to be improving, quarterly sequential revenue
growth increased only slightly in the fourth quarter and
operating performance is still well below the company's break
even point. Fitch expects continued losses at the segment
throughout most of 2001 as UNA attempts to regain market share
and trim operating costs with current market softness.

Profitability was impacted at the company's Industrial Automation
Systems (IAS) segment as new flexible machine systems for the
automotive industry faced higher than expected installation
costs. While installation difficulties appear to be behind the
company, the segment is facing declining backlog from cyclical
weakness in the automotive and aerospace industries. In
particular, backlog has dropped to $515 million at Dec. 31, 2000
from $730 million a year ago.

While UNA has improved its liquidity through a $400 million
amended secured bank credit agreement that matures on Nov. 8,
2001, the company must still comply with certain financial
covenants. Current availability under the agreement is $20
million and outstanding bank debt of $270 million has a priority
claim over the unsecured bondholders.

The amended agreement requires minimum EBITDA levels and limited
capital spending on a quarterly basis. Due to the slow turnaround
in revenues at the ADS segment and the order decline at the IAS
segment, compliance with the new covenants is not a certainty.

The existing `B+' rating is certainly generous based on current
credit fundamentals. In particular, giving effect to the
company's refinancing, which includes a termination of the $90
million receivables facility, current debt levels of $500 million
is 33 times (x) adjusted EBITDA and EBITDA is currently
insufficient to fund interest expense.

However, the possibility exists that debt could be substantially
reduced through the use of asset sale proceeds. The Evolving
Rating Watch reflects this possibility, noting however, that UNA
retained investment bankers in June 2000 and to date no visible
progress has been made. The rating could be lowered if
discussions of a possible sale are terminated or the
restructuring of the company does not result in an improved
capital structure.

US WOOD: Committee Objects to Retention of Phoenix Management
The Official Committee of Unsecured Creditors of US Wood
Products, Inc. objected to the debtor's application for order
authorizing the employment and retention of Phoenix Management
Services, Inc. as restructuring advisors to the debtor and
approving payment of retainer.

The Committee pointed out that the debtor has never paid the fees
and expenses approved by prior court orders. The Committee
objected to the retention of the advisors and to the payment of a
$20,000 retainer. The Committee believes that it is appropriate
for the court to convert the case to one under Chapter 7 of the
Bankruptcy Code, or alternatively, to appoint a Chapter 11

The Committee objected to the application because the Committee
believes that putting a new management company in place would be
costly, and insufficient to remedy the financial condition of the

Further, the Committee contends that the debtor first denied the
retention of Phoenix, then denied the scope of the employment of
Phoenix, and finally admitted that Phoenix had been employed for
over a month. The hearing on the motion to convert has been
scheduled for February 27, 2001. Even if the retention of the
firm is approved, the Committee objects to payment of the

VENCOR INC.: Ventas Gets Waiver On Amended Bank Agreement
Ventas, Inc. announced to the press that it received a waiver
under its existing long term Amended Credit Agreement extending
the deadline for the Effective Date of the Plan of Reorganization
for its primary tenant, Vencor, Inc. (OTC/BB:VCRIQ.OB).

"Obtaining this waiver gives Ventas valuable flexibility so that
we can remain focused on helping the Vencor reorganization
proceed to completion," Ventas President and CEO Debra A. Cafaro
said. "It synchronizes the terms of our credit agreement with
Vencor's announced schedule for emerging from bankruptcy, which
could occur as early as the first quarter of 2001."

Ventas' Amended Credit Agreement had contained a provision that
would have made it an event of default if the Vencor Effective
Date did not occur by December 31, 2000. The Waiver extends that
deadline until March 31, 2001. Ventas has the option to further
extend the deadline by which the Vencor Effective Date must occur
for up to three additional months through June 30, 2001.

Key economic terms of the Waiver are:

      -- With the granting of the Waiver, Ventas has paid $35
         million in principal under Tranche A of its loan
         facility, leaving Tranche A with a current principal
         balance of approximately $113 million.

      -- Ventas will pay an additional $15 million in principal
         under Tranche A on the earlier of March 31, 2001 or 30
         days after the Vencor Effective Date.

      -- Ventas will pay $20 million in principal under Tranche B
         of its loan facility on the earlier of March 31, 2001 or
         30 days after the Vencor Effective Date. This $20 million
         amortization payment will be credited against the $50
         million Tranche B payment that is due on December 31,

      -- Ventas has paid a fee of approximately $220,000 to
         lenders consenting to the Waiver for the first three
         months of the Waiver. If Ventas exercises its option to
         continue the Waiver period beyond March 31, 2001, it will
         pay those lenders between $110,000 and $450,000. The
         actual fee will depend on the extension period selected
         by Ventas and the outstanding principal balance of the
         loans at that time.

All other economic terms and conditions of the Amended Credit
Agreement are unchanged.

If all principal payments are made by Ventas as provided in the
Waiver, then by April 2, 2001, Ventas will have de-levered by at
least $122 million since entering into the Amended Credit
Agreement, without the sale of any material assets, Ventas told
the press. These payments would leave an aggregate balance under
the Amended Credit Agreement of $851 million. The Amended Credit
Agreement provides that Ventas can elect to pay up to 80 percent
of its Funds From Operation (FFO) as an annual dividend after it
has repaid a total of $200 million under the Amended Credit
Agreement, Ventas said in the announcement.

           Annual Dividend for 2000 of $0.29 Per Share

Ventas also said that its Board of Directors declared an annual
cash dividend of $0.29 per share for 2000, payable on January 15,
2001, to shareholders of record on December 30, 2000. The
dividend represents 95 percent of the Company's estimated taxable
net income for 2000, which is the minimum it is required to pay
in order to maintain its REIT (Real Estate Investment Trust)
status. The payment of such minimum REIT dividend is contemplated
under Ventas' Amended Credit Agreement.

The Company's estimate of its 2000 taxable net income is
dependent on a variety of assumptions, including the date by
which Vencor emerges from bankruptcy, the effectiveness of the
proposed settlement of Medicare related investigations with the
Department of Justice (DOJ), the timing of payments to be made
thereunder, and other tax-related matters. If the Company's
actual taxable net income is determined to be greater than its
current estimate, Ventas would expect to declare an additional
dividend for 2000 to preserve its REIT status. In such event, the
Company would be subject to an excise tax, plus any applicable
interest or penalties.

Taxable net income is calculated by making a variety of
adjustments to net income determined in accordance with generally
accepted accounting principles. These adjustments depend on
various matters, including the difference between book and tax
depreciation, the periods in which certain income items are
recognized, determinations received from the Internal Revenue
Service, use of the Company's historical tax attributes and
positions, and application of various Internal Revenue Code
sections and regulations to the specific fact patterns
anticipated by the Company.

VLASIC FOODS: Obtains Court Approval To Use Cash Collateral
Prior to the Petition Date, Vlasic Foods International, Inc.
obtained funds for working capital financing under their 1998
Amended and Restated Credit Agreement with The Chase Manhattan
Bank, as bank and syndication agent, Morgan Guaranty Trust
Company of New York, as bank, administrative agent and collateral
agent, and, as lenders, Bank of America NT&SA; Bank of Montreal;
Barclays Bank PLC; Citibank, N.A.; Deutsche Bank AG New York
and/or Cayman Islands Branches; The First National Bank of
Chicago; Fleet National Bank; Mellon Bank, N.A.; PNC Bank,
National Association; Wachovia Bank, N.A.; The Bank of New York;
The Bank of Nova Scotia; First Union National Bank; Suntrust
Bank, Atlanta; Westdeutsche Landesbank Girozentrale New York
Branch; and Banca Nazionale Del Lavoro S.p.A.-New York Branch.

At the Petition Date, Joseph Adler, Vlasic's Vice President and
Controller, advised Judge Robinson at the First Day Hearing, the
Debtors collectively had cash in their operating accounts
totaling approximately $20,000,000 -- hardly enough to finance
the Company's on-going working capital needs. Moreover, virtually
all of the Debtors' assets, including cash and cash proceeds, are
encumbered under the Prepetition Credit Facility. The Debtors
cannot pay ongoing post-petition wages, salaries, and necessary
operating expenses if they are not given immediate access to the
cash they will collect after the Petition Date.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, argued before Judge Robinson that the Debtors have an
urgent and immediate need for cash to continue to operate their
businesses. The entry of the interim Order is essential to
maintain and restore employee, vendor, and supplier confidence in
the Debtors' ability to pay for goods sold and delivered and
services rendered (including the extension of credit terms for
the payments of goods and services) and to maintain the
confidence of the governmental regulatory agencies who oversee
the Debtors' operations. Indeed, Ms. Henry said, without the
use of the cash collateral, the Debtors will not be able to meet
their payroll and other direct operating expenses, will suffer
irreparable harm, and their entire reorganization effort will be

Accordingly, the Debtors sought:

      (A) authority to use certain cash collateral on an emergency
basis to prevent immediate irreparable harm to their estates;

      (B) permission to grant the Lenders:

         (1) a replacement security interest in and lien upon all
             the Prepetition Collateral, subject and subordinate
             only to a Carve-Out for payment of:

            (a) fees required to be paid under 28 U.S.C. Sec. 1930
                and any fees payable to the Clerk of the Court,

            (b) any accrued and unpaid amount due under any
                employee retention program (i) reviewed by counsel
                to the Lenders and (ii) subsequently approved by
                the Court.

         (2) a perfected first priority senior security interest
             in and lien upon all unencumbered pre- and post-
             petition tangible and intangible property of the
             Debtors including, but not limited to proceeds
             thereof (excluding causes of action to recover
             preferences, fraudulent transfers or other avoidance
             claims under chapter 5 of the Bankruptcy Code);

         (3) a superpriority claim pursuant to section 507(b) of
             the Bankruptcy Code, immediately junior to the Carve-
             Out, and

         (4) a cash payment in an amount equal to accrued and
             unpaid facility fees and interest on the Prepetition
             Debt at the non-default contract rate provided for in
             the Prepetition Credit Facility, and all other
             accrued and unpaid fees and expenses incurred prior
             to the Petition Date owing under the Prepetition
             Credit Facility, including but not limited to, the
             reasonable fees and expenses of counsel and financial
             consultants for the Collateral Agent, and (y) (i)
             current cash payments from the Debtors of all fees
             and expenses payable to the Agents under the
             Prepetition Credit Facility, including but not
             limited to, the reasonable fees and expenses of
             counsel and financial consultants far the Agents, and
             (ii) on the first business day of each month, all
             other accrued but unpaid facility and other fees, and
             interest on the Prepetition Debt at the nondefault
             contract rate, in each case as provided for in the
             Prepetition Credit Facility.

      (C) a final hearing to approve continued the use of the
Lenders' cash collateral and a grant of adequate protection
during these chapter 11 cases.

If the Debtors are forced to effect a "fire sale" of their goods,
plants, and other facilities because post-petition financing is
unavailable to them, no creditor -- secured or unsecured -- will
benefit, Ms. Henry argued, directing Judge Robinson's attention
to In re Aqua Assocs., 123 B.R. 192, 196 (Bankr. E.D. Pa. 1991),
teaching that "The important question, in determination of
whether the protection to a creditor's secured interest is
adequate, is whether that interest, whatever it is, is being
unjustifiably jeopardized."

Considering the merits of the Debtors' situation, Judge Robinson
found that the Debtors demonstrate an immediate and critical need
for access to funds in order to continue the operation of their
businesses. Without such funds, the Debtors will not be able to
pay their payroll and other direct operating expenses or maintain
vendor support, and the Debtors, their estates, and their
stakeholders will be irreparably harmed. At the present time, due
to their high debt level and ongoing restructuring activities,
the Debtors lack the potentially significant financial resources
to make substantial new investments in the business and thus,
there is a risk that the going concern value will decline.

Because the Collateral Agent has indicated that it will not
object to the Debtors' use of the Cash Collateral on an interim
basis, subject to the Debtors' agreement to adequately protect
the Lenders' interests, good cause has been shown for entry of an
Interim Cash Collateral Order on the terms and conditions
requested. Accordingly, Judge Robinson ruled, the Vlasic is
authorized to use all Cash Collateral in the ordinary course of
business through the conclusion of a final hearing at which time
all parties-in-interest may be heard on entry of a Final Cash
Collateral Order.

John Fouhey, Esq., at Davis Polk & Wardwell in New York and Mark
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
serve as counsel to Morgan Guaranty Trust Company of New York, as
Administrative Agent and Collateral Agent under the Prepetition
Credit Facility and The Chase Manhattan Bank, as Syndication
Agent; Harriet L. Orol, Esq., and Glenn E. Siegel, Esq., in
Dechert's New York office represent the Participating Lenders.
(Vlasic Foods Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

WEB4BOATS.COM: Needs More Funds To Continue As a Going Concern
--------------------------------------------------------------, Inc., a Delaware Corporation, was incorporated on
February 4, 1994 as New York Bagel Exchange, Inc. Commencing
September 26, 1995, the company has operated in the business of
wholesale and retail sales of bagels, sandwiches, baked goods,
specialty coffees and related items.

On January 26, 1999, New York Bagel Exchange, Inc. changed its
name to, Inc., on April 2, 1999,, Inc.
changed its name to, Inc., and on April 20, 1999,, Inc. changed its name to, Inc.

The company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern. It has no revenues from
its internet site for the nine months ended December 31, 1999 and
only minimal revenues for the nine months ended December 31,

During fiscal year ended March 31, 1999, as a result of not being
able to meet its obligations as they became due, the company saw
no alternative but to sell its operating assets. Management
anticipates perpetuating its existence through new operations
related to internet marketing and the boating industry. The
company has the ability to raise funds through the public equity
market and has paid significant liabilities to related and other
parties with common stock and raised substantial funds from a
related party in the private sector as well. While such plans and
fundraising ability seem to mitigate the effect of prior years'
losses and deficits, the company is essentially only beginning to
market in a new industry. The inability to assess the likelihood
of the effective implementation of management's plans in this new
environment also raises substantial doubt about its ability to
continue as a going concern.

WHEELING-PITTSBURGH: Judge Bodoh Fixes May 16 Bar Date for Claims
To establish the full range of pre-petition claims against their
estates and identify potential disputes as to claims, Pittsburgh-
Canfield Corporation and its debtor-affiliates asked Judge Bodoh
to fix a deadline by which all creditors must file proofs of
claim against these Chapter 11 estates.

Wheeling-Pittsburgh Steel Corp. proposed May 16, 2001, as the
General Bar Date. The Debtors proposed that the General Bar Date
apply to all creditors except creditors who agree with the way
the Debtors schedule their claims.

The Debtors proposed to serve copies of a notice of the Bar Date
Order and proof of claim forms on every known creditor. The proof
of claim form will indicate whether the creditor's claim is
listed on the Debtors' Schedules as disputed, contingent or
unliquidated, requiring that a proof be filed rather than
permitting the creditor to rely upon the Debtors' Schedules.
Where the claim is listed on the Schedules as undisputed,
noncontingent and liquidated, then the dollar amount of the claim
will also be set forth on the proof of claim form. Additionally,
the Debtors propose to publish notice of the bar date in the
national editions of The Wall Street Journal and The New York

Judge William Bodoh established May 16, 2001 as the Bar Date
wherein all persons or entities having claims against the Debtors
arising on or before the Petition Date must file their proofs of
claim. Otherwise, their claims shall be forever barred from
asserting such claims against the Debtors and their properties,
and from participating in any distribution from the Debtors'
estates and voting on any proposed plan of reorganization.

Judge Bodoh ordered that the Bar Date shall not be applicable to
these types of Claims:

      (a) Claims arising out of executory contract or unexpired
          leases of the Debtors have not been assumed or rejected
          prior to the Bar Date; and

      (b) Claims that are listed in the Schedules filed by the
          Debtors and that are not listed as contingent,
          unliquidated or disputed.

Furthermore, Judge Bodoh ordered that any person whose claim is
limited exclusively to the repayment of principal, interest,
and/or other applicable fees and charges under the 9-1/4% Senior
Notes issued by Wheeling-Pittsburgh Corporation or the Term Loan
Agreement between WPC and DLJ Capital Funding as Syndication
Agent shall not be required to file a proof of claim on or before
the Bar Date. However, Judge Bodoh requires that the Indenture
Trustee for the Senior Notes and the administrative agent for the
borrowings under the Term Loan Agreement each shall be required
to file one proof of claim on or before the Bar Date on account
of all debt claims on or under the applicable debt instruments
for which the Agent acts as indenture trustee or administrative
agent, respectively.

Judge Bodoh also ordered that the Debtors cause notice of the Bar
Date to be published in The New York Times national edition, The
Wall Street Journal national edition, the Pittsburgh Post
Gazette, the Wheeling News Register, and the American Metal

Poorman-Douglas has mailed customized proof of claim forms to all
known creditors and parties-in-interest in Wheeling-Pittsburgh's
chapter 11 cases. Each customized proof of claim form indicates
how each creditors' claim is scheduled. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


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

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

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

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

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

                      *** End of Transmission ***