TCR_Public/010301.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 1, 2001, Vol. 5, No. 42

                             Headlines

ARMSTRONG: Claimants Balk at Scope Of Foley Hoag's Employment
ASSOCIATED GOLF: Dismisses Stefanou as Certifying Accountant
BRIDGE INFORMATION: Court Okays Use of Current Business Forms
CALIFORNIA CASUALTY: S&P Cuts Insurer's Rating to BBBpi from Api
CATHOLIC HEALTHCARE: Cuts Jobs And Closes Sacramento Operations

EMPLOYERS SECURITY: S&P Assigns Bpi Financial Strength Rating
FINOVA: Berkadia to Extend $6B Loan Commitment Under Chapter 11
FORECROSS CORP.: Continuing Losses Trigger Going Concern Doubts
FRUIT OF THE LOOM: U.S. Trustee Opposes Nunc Pro Tunc Retention
GAINSCO INC.: Believes Credit Agreement is in Technical Default

GENROCO: Hires Investment Advisor to Raise $1.5MM in New Capital
GREYSTONE DIGITAL: Experiencing Liquidity Squeeze
HARNISCHFEGER INDUSTRIES: Settles EPA's $9,667,827 Claim
HOME PRODUCTS: Reports Fourth Quarter and Year-End 2000 Results
HORIZON PHARMACIES: Restructures $7 Million Bank One Revolver

ICG COMM.: Moves To Assume Key Employee & Consulting Agreements
INDESCO: Court Gives Final Nod to CIT $25 Million DIP Facility
INFU-TECH: Formulates Plan to Raise Capital
INTEGRATED HEALTH: Rejects 39 Burdensome Rotech Equipment Leases
KITTY HAWK: Emerald Extends $11MM Tender Offer For Secured Notes

LERNOUT & HAUSPIE: BBNT Presses For Decision On HARK License
LETSBUYIT.COM: Reopens Business in Four European Countries
LOEWEN GROUP: Indiana Unit Selling Main & Frame Assets For $335K
LTV CORPORATION: Pays Due Diligence Fees to Potential DIP Lenders
MEDICAL RESOURCES: Emerges From Chapter 11

MONTGOMERY WARD: Kimco Offers Top Bid for Real Estate
NORD RESOURCES: Elects John F. Champagne as New President & CEO
NORD RESOURCES: Considering Merger Deal with Nord Pacific
NUOASIS RESORTS: Working Capital Deficit Continues
OTR EXPRESS: Financing Contingencies & Net Losses Raise Concerns

OTR EXPRESS: Secures Relaxed Payment Terms from Equipment Lenders
OWENS CORNING: Seeks Approval Of Settlement With Gerald Metals
PILLOWTEX CORP.: Alabama Gas Wants to Terminate Utility Services
PLAY-BY-PLAY: Restructuring Convertible Debentures for Warrants
PROLOGIC MANAGEMENT: Can't Pay Debts Coming Due from Operations

QUEBECOR MEDIA: Appoints Eugene Marquis as New Turnaround CEO
SERVICE MERCHANDISE: Seeks Further Extension to Decide on Leases
SUNSHINE MINING: New Common Stock Trades Under SSMR Symbol
TRAVELNSTORE.COM: Hires Stonefield Josephson as New Accountant
US INTERACTIVE: Nasdaq Delists Equity Securities

WESTERN MUTUAL: S&P Junks Insurer's Financial Strength Rating
WHEELING-PITTSBURGH: Court Approves Stipulations with Cananwill

                             *********

ARMSTRONG: Claimants Balk at Scope Of Foley Hoag's Employment
-------------------------------------------------------------
The Official Committee of Asbestos Claimants objected to the
proposed employment of Foley, Hoag & Eliot LLP as special
legislative counsel to Armstrong Holdings, Inc. The Committee
stated it does not generally object to this employment, but
believes restrictions on the scope of the work should be imposed.

Specifically, the Committee stated that the Court should
not authorize the employment of Foley Hoag for the purpose of
acting as counsel for the Debtors relating to legislation
concerning the Debtors' asbestos liabilities.

Initially, the Committee submitted that any such legislation is
unlikely to succeed and therefore the limited assets of the
Debtors' estates should not be wasted in pursuit of futility.
This is particularly troubling to the Committee in light of the
fact that the Debtors have failed to make what the Committee
describes as "the slightest showing" that the pursuit of any such
legislation would be in the interests of their estates. In fact,
the Committee said, it is likely that any such legislation would
be intentionally designed to be contrary to the interests of the
Asbestos Claimants Committee and its constituency - described by
the Committee as the single largest component of the Debtors'
estates.

The Committee suggested that, at a minimum, Elihu Inselbuch,
Esq., and Peter Van N. Lockwood, Esq., at Caplin & Drysdale,
Chartered, told Judge Farnan, the Debtors and Foley Hoag should
provide additional information related to the scope of this
proposed retention and the Debtors' contemplated legislative
endeavors in order to attempt to substantiate the entry of an
Order granting the Application.

Without comment or prejudice, Stephen Karotkin, Esq., and Debra
A. Dandeneau, Esq., from Weil, Gotshal & Manges, LLP, advised
Judge Farnan that the Debtors withdraw their Application.
(Armstrong Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ASSOCIATED GOLF: Dismisses Stefanou as Certifying Accountant
------------------------------------------------------------
On February 14, 2001, Associated Golf Management Inc. dismissed
its certifying accountant, Stefanou & Company, LLP. Stefanou's
report for the year ended December 31, 1998 contained an
explanatory paragraph regarding the substantial doubt about the
company's ability to continue as a going concern. The decision to
dismiss Stefanou was approved by the company's Board of
Directors.


BRIDGE INFORMATION: Court Okays Use of Current Business Forms
-------------------------------------------------------------
At the Debtors' behest, Judge McDonald granted Bridge Information
Systems, Inc. authority to continue using their existing supplies
of business forms (including, but not limited to, letterhead,
purchase orders, invoices, contracts and checks), without the
need to follow the United States Trustee's operating guideline
that all business forms used by a chapter 11 debtor bear a
"debtor-in-possession" legend. Parties doing business with the
Debtors undoubtedly will be aware, Judge McDonald observed, as a
result of the size and notoriety of the Debtors and these cases,
of the Debtors' status as chapter 11 debtors-in-possession.
Changing Business Forms immediately would be expensive and
burdensome to the Debtors estates and extremely disruptive to the
Debtors' business operations. Accordingly, until existing stock
is depleted, the Debtors may continue using their prepetition
business forms. (Bridge Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CALIFORNIA CASUALTY: S&P Cuts Insurer's Rating to BBBpi from Api
----------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on
California Casualty Compensation Insurance Co. to triple-'Bpi'
from single-'Api'.

Based in San Mateo, Calif., California Casualty Compensation
(NAIC: 10063) is a member of the California Casualty group of
companies. As of Oct. 1, 1997, CCG discontinued writing new
workers' compensation insurance in California. Following the 1998
modification of the interaffilated pooling agreement with the
other members of the group, under which all workers' compensation
and miscellaneous commercial lines business is retroceded to
California Casualty Compensation, California Casualty
Compensation no longer qualifies for the same rating as the other
pool members.

This business is currently being run off. The run-off operations
are managed by California Casualty Management Co. California
Casualty Compensation, which began business in 1994, is licensed
only in California.

Major Rating Factors:

      * The implicit support from the company's parent, California
        Casualty Indemnity Exchange, is a factor in the rating.

      * The company's five-year average ROR of negative 1.5% is
        weak. When the return is further adjusted for volatility,
        the company's score is below that of higher-rated
        insurers. In addition, at the end of the second quarter of
        2000, the company reported a gain of $3.3 million compared
        with a gain of $4.7 million for the same time period in
        the prior year, a 30% decrease.

      * The company is adequately capitalized. However, in 1999,
        California Casualty Compensation was more leveraged than
        peer companies, with net premiums written plus liabilities
        to surplus at 5.2 times.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than
ratings without a 'pi' subscript. Ratings with a 'pi' subscript
are reviewed annually based on a new year's financial statements,
but may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may be
assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group, Standard & Poor's said.


CATHOLIC HEALTHCARE: Cuts Jobs And Closes Sacramento Operations
---------------------------------------------------------------
Catholic Healthcare West, which is restructuring in a plan aimed
at saving $100 million annually, will phase out its Mercy
Healthcare Sacramento operations as part of a consolidation
strategy. The San Francisco, Ca.-based hospital operator, which
is reducing the number of its operating divisions, will lay off
350 employees in conjunction with the plan to fold Mercy into its
Northern California division. Catholic Healthcare, which operates
forty-three hospitals, has lost $657 million over the past two
years, including a $318 million operating loss for its fiscal
year ended last June. (New Generation Research, February 27,
2001)


EMPLOYERS SECURITY: S&P Assigns Bpi Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's assigned its double-'Bpi' financial strength
rating on Employers Security Insurance Co. (ESIC).

The rating action reflects the company's marginal earnings and
some degree of premium volatility. Partially offsetting these
factors is the company's historically healthy capital growth and
solid reinsurance program.

ESIC (NAIC: 32005), formed in 1992, writes primarily workers'
compensation policies in Indiana, Illinois, and Kentucky.
Indiana, the company's home state, accounts for almost 90% of its
business. In addition, the company writes policies in Michigan
and Iowa for policyholders with out-of-state operations through a
fronting agreement with Continental National Indemnity Co.
(single-'Bpi' financial strength rating). ESIC is responsible for
every aspect of service associated with these policies. In
addition to the workers' compensation business, a very small
amount of miscellaneous surety and commercial umbrella policies
is written. The company is a wholly owned subsidiary of Employers
Security Holding Co. (ESHC). ESHC is principally owned by a group
of independent insurance agents located throughout Indiana. These
same agents conduct the majority of the company's marketing
efforts with all appointed agencies having equity rights to the
company.

Major Rating Factors:

      --  For the five-year period ended Dec. 31, 1999, the
          company has managed to average an annual net income of
          only $320,000. The five-year average return on revenue
          for the same period was 8.3%. Calendar year 1999 was the
          first year since 1993 in which an underwriting loss was
          reported, but earnings have been relatively slim in
          other years as well. Company management attributes the
          losses in 1999 to an increase in loss reserves for the
          calendar year due to pricing pressure in the primary
          line of business. In addition, a high level of business
          for the year was written at year-end but not earned
          until 2000. As the commissions were booked in 1999, this
          had a negative effect on the expense ratio for the year.

      --  There has been some degree of premium volatility in
          recent years. Most of the excessive growth in 1999 (an
          increase of 54% from year-end 1998) is associated with
          an accounting policy change. Premiums are now reported
          written when billed as opposed to on an annualized
          basis. This change caused a significant increase in the
          amount of direct premiums reported in 1999 (about an
          additional $2 million). However, there have still been
          some fluctuations in recent years caused by expansion
          into new states, most notably Illinois and Kentucky.

      --  Capital, at $5.1 million for year-end 1999, is
          appropriate for the current rating as indicated by
          Standard & Poor's model. Growth over the past five years
          has been healthy, with an average annualized gain of 19%
          per year. Results through the third quarter of 2000
          indicate more modest increases. It should be noted that
          capital growth is not keeping pace with premium growth
          and further diminishment in this ratio could weaken the
          company's capital adequacy ratio.

      --  The company participates in an excess of loss
          reinsurance treaty with Swiss Reinsurance America Corp.
          (Swiss Re) (triple-'A' financial strength rating) for
          their workers' compensation line of business. This
          program significantly minimizes ESIC's exposure by
          limiting its net retention to $200,000. In addition,
          ESIC utilizes a quota share agreement, also with Swiss
          Re, for its commercial umbrella policies.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than
ratings without a 'pi' subscript. Ratings with a 'pi' subscript
are reviewed annually based on a new year's financial statements,
but may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may be
assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group, Standard & Poor's said.--CreditWire


FINOVA: Berkadia to Extend $6B Loan Commitment Under Chapter 11
---------------------------------------------------------------
The FINOVA Group Inc. (NYSE: FNV), Berkshire Hathaway Inc. (NYSE:
BRK.A, BRK.B) and Leucadia National Corporation (NYSE: LUK; PCX)
entered into an agreement for a $6 billion loan to FINOVA Capital
Corporation, the principal operating subsidiary of The FINOVA
Group Inc., in connection with a restructuring of all of FINOVA
Capital's outstanding bank and publicly traded debt securities.

The restructuring will be accomplished pursuant to proceedings
under Chapter 11 of the United States Bankruptcy Code. FINOVA
expects to file a petition for reorganization under Chapter 11 in
the near future.

Subject to necessary approval of creditors and the court, FINOVA
Capital will use proceeds of this $6 billion senior secured five
year term loan to pay down, at par value, its existing bank and
publicly traded indebtedness on a pro rata basis. The balance of
FINOVA Capital's bank and bond indebtedness will be restructured
into approximately $5 billion of new senior notes of FINOVA.

The $6 billion loan will be made by Berkadia LLC, an entity
formed for this purpose and owned jointly by Berkshire Hathaway
and Leucadia. Berkadia has received a $60 million commitment fee
and, in addition to certain other fees, will receive an
additional $60 million fee upon funding under the agreement.

Berkadia's commitment for the loan has been guaranteed by
Berkshire Hathaway and Leucadia and expires on August 31, 2001,
or earlier, if certain conditions are not satisfied. Berkadia
expects to finance its funding commitment and Berkshire Hathaway
will provide Berkadia's lenders with a 90% primary guarantee of
such financing, with Leucadia providing a 10% primary guarantee
and Berkshire providing a secondary guarantee of Leucadia's
guarantee. Upon completion of the reorganization as currently
contemplated, Berkshire Hathaway and Leucadia together will
receive common stock representing 51% of FINOVA's outstanding
shares and the public will retain its existing shares. Berkadia
will be entitled to designate a majority of FINOVA's board of
directors.

FINOVA currently has cash on hand of approximately $1 billion,
which will be available in the bankruptcy proceedings to address
commitments to customers, operating expenses, claims and expenses
of the bankruptcy and expenses related to the consummation of the
restructuring.

In connection with the agreements, FINOVA and Leucadia have
entered into a 10-year management agreement under which Leucadia
is providing general management services to FINOVA in exchange
for an $8 million annual fee. Lawrence S. Hershfield, an
executive of Leucadia, has been appointed Chief Restructuring
Officer of FINOVA and will work closely with a special committee
of FINOVA's board of directors to complete the restructuring.

Completion of the transaction is subject to negotiation and
approval of definitive loan documentation, Berkadia's approval of
the terms and conditions of FINOVA's restructuring plan and
bankruptcy court and necessary creditor approval of the plan of
reorganization.

In connection with the agreements, FINOVA Capital announced a
moratorium on repayment of principal on its outstanding bank and
bond debt. The purpose of the moratorium is to help assure that
all creditors are treated equitably in the debt restructuring
process. It is the company's intention to schedule a meeting with
creditors in the near future.

The FINOVA Group Inc., through its principal operating
subsidiary, FINOVA Capital Corporation, is a financial services
company focused on providing a broad range of capital solutions
primarily to midsize business. FINOVA is headquartered in
Scottsdale, Ariz., with business development offices throughout
the U.S. and London, U.K., and Toronto, Canada. For more
information, visit the company's website at www.finova.com.

Berkshire Hathaway Inc. is a holding company owning subsidiaries
engaged in a number of diverse business activities. The most
important of these businesses is the property and casualty
insurance business conducted on both a direct and reinsurance
basis through a number of subsidiaries.

Leucadia National Corporation is a holding company for its
consolidated subsidiaries engaged in property and casualty
insurance (through Empire Insurance Company and Allcity Insurance
Company), manufacturing (through its Plastics Division), banking
and lending (principally through American Investment Bank, N.A.)
and mining (through MK Gold Company).


FORECROSS CORP.: Continuing Losses Trigger Going Concern Doubts
---------------------------------------------------------------
Through December 31, 2000, Forecross Corporation had sustained
recurring losses from operations and, at December 31, 2000, had a
shareholders' deficit of $1,909,000 and a net working capital
deficiency of $1,930,000. In addition, revenues for the quarter
ended December 31, 2000 declined approximately $472,000 from
$1,417,000 during the same period in 1999, and at December 31,
2000, the company's cash had declined significantly. These
conditions raise substantial doubt about the ability of the
company to continue as a going concern.

During fiscal 2001, the company expects to meet its working
capital and other cash requirements with cash derived from
operations, short-term receivables and other financing as
required, and software license fees from organizations desiring
access to the company's various product offerings. The company's
continued existence is dependent upon its ability to achieve and
maintain profitable operations by controlling expenses and
obtaining additional business.

Management believes that the return of migration contracts
combined with increased automation of its services for migration
projects and cost reduction actions previously implemented should
improve its profitability in fiscal 2001. However, there can be
no assurance that the company's efforts to achieve and maintain
profitable operations will be, successful.

Total revenue for the three months ended December 31, 2000 was
$472,000 as compared to $1,417,000 for the same period of 1999, a
decrease of 67%. The overall net loss for the three months ended
December 31, 2000 was $599,000 compared with a loss of $35,000
for the three months ended December 31, 1999.


FRUIT OF THE LOOM: U.S. Trustee Opposes Nunc Pro Tunc Retention
---------------------------------------------------------------
The U.S. Trustee objected to Fruit of the Loom, Ltd.'s Official
Committee's application to employ Rosenthal, Monhait, Gross &
Goddess as local special litigation counsel. Patricia A. Staiano
laid out her case in one sentence. She indignantly told the Judge
that the Official Committee relies on "extraordinary
circumstances" as its rationale to retain Rosenthal, Monhait yet
does not elaborate on what those might be. (Fruit of the Loom
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GAINSCO INC.: Believes Credit Agreement is in Technical Default
---------------------------------------------------------------
GAINSCO, INC. (NYSE: GNA) reported a fourth quarter 2000 net loss
of $10.8 million (net loss available to common shareholders of
$10.9 million), or $0.52 per common share, basic and diluted.

These results include the impact of higher than anticipated
current and prior period losses, primarily attributable to the
commercial trucking book, which the Company began exiting in late
2000. For the fourth quarter of 1999, net income was $1.8
million, or $0.07 per common share, diluted. "2000 was a
difficult year of underwriting and financial performance for our
Company," said Glenn W. Anderson, GAINSCO's president and chief
executive officer. "Severe claims experience in the Company's
commercial trucking book was the primary reason for the Company's
poor year 2000 results, and as announced in November 2000 we are
in the process of exiting approximately $25 million of annual
gross premiums written of this business. As we move into 2001,
our goal is to further mitigate the trucking problem and build
upon the underlying profitability and potential of our ongoing
businesses."

                     Year 2000 Results

Total year 2000 net loss was $19.6 million (net loss available to
common shareholders $20.3 million), or $0.97 per share, basic and
diluted. The 2000 results compare to net income of $7.1 million,
or $0.32 per share, diluted for 1999. For the fourth quarter and
full year 2000, the effects of common stock equivalents and
convertible preferred stock are antidilutive due to the net
losses. As a result, basic loss per share and diluted loss per
share are reported as the same number.

The statutory combined ratio for 2000 was 124.2%. This compares
with a 1999 statutory combined ratio of 98.6%. The statutory
combined ratio for the fourth quarter of 2000 was 127.3% and
compares with a statutory combined ratio of 98.9% for the fourth
quarter of 1999.

Net premiums written for the year ended December 31, 2000 were
$118.8 million versus $131.1 million for 1999. Net premiums
written for the fourth quarter 2000 were $4.0 million versus
$34.7 million for the 1999 fourth quarter. Net premiums declined
in the 2000 fourth quarter as a result of ceding of approximately
$28.2 million of premiums, including 100% of the commercial
trucking book of business, to reinsurers per the new agreements.
Gross premiums written increased 12% for the fourth quarter 2000
versus the fourth quarter 1999 and 26% for total year 2000 versus
total year 1999.

Year-end 2000 shareholders' equity was $4.50 per share, assuming
conversion of preferred stock, compared with $5.08 per share at
year-end 1999.

                     2001 Capital Transactions

The Company has entered into two separate agreements for the sale
of securities, which would provide for $6.0 million of new
capital to the Company. The first agreement is with Goff Moore
Strategic Partners, L.P. ("GMSP"), a current significant
shareholder in GAINSCO. The second agreement is with Mr. Robert
W. Stallings, a private investor with extensive experience in the
financial services industry, who would join GAINSCO's Board of
Directors and become non-executive Vice Chairman.

Mr. Stallings is the recently retired Chairman and founder of ING
Pilgrim Capital Corporation, a $20 billion asset management firm,
which was acquired by ING Group in September 2000 and with which
he had been associated since 1991. Mr. Stallings has exceptional
experience in managing and directing the activities of several
large public and private financial companies.

Mr. Stallings will fill a vacancy on the Board of Directors
created by the previous resignation of Mr. Robert McGee. Mr.
McGee resigned from his position as a director, effective
December 31, 2000, because of his determination that other
substantial business obligations required his time and attention.
The Company is very appreciative of Mr. McGee's past service as a
director.

Under terms of the agreements with GMSP, GMSP would purchase a
new series of GAINSCO redeemable preferred stock for $3.0 million
in cash. The annual dividend rate on the preferred stock would be
10% during the first three years and 20% thereafter. Unpaid
dividends would be cumulative and compounded. The preferred stock
would be redeemable at the Company's option after five years and
at the option of the majority holders after six years.

The agreement with GMSP is conditioned upon the following changes
in the securities currently held by GMSP. The exercise prices of
the Series A Common Stock Purchase Warrant and the Series B
Common Stock Purchase Warrant held by GMSP would be amended to
equal a defined Conversion Price (see below) and 115% of the
defined Conversion Price, respectively. Each of these warrants
provides for the purchase of 1.55 million shares of GAINSCO
common stock, subject to adjustment. Further, GAINSCO is required
to give notice of redemption of the outstanding shares of its
Series A convertible preferred stock on January 1, 2006, subject
to certain conditions. Any stock unredeemed for any reason after
that date would accrue interest, payable quarterly at a rate
equal to eight percent per year with any unpaid interest
compounded annually.

The agreement with GMSP provides an opportunity to convert
GAINSCO holding company illiquid investments with a cost of $4.2
million to cash as of November 2002, as follows: GAINSCO could at
its option require GMSP to purchase the illiquid investments for
$2.1 million, less any future cash received prior to November
2002 from the investments. GMSP could at its option require
GAINSCO to sell the illiquid investments to GMSP for $4.2
million, less any future cash received prior to November 2002
from the investments.

Under terms of the agreements with Mr. Stallings, Mr. Stallings
would purchase for $3.0 million a new series of GAINSCO
convertible, redeemable preferred stock plus a warrant to
purchase an aggregate of 1,050,000 shares of GAINSCO common stock
at the defined Conversion Price. The annual dividend provisions
and the redemption provisions of this preferred stock, for any
stock not converted to common, would be the same as those for the
GMSP redeemable preferred stock. The new series of convertible,
redeemable preferred stock would be convertible into GAINSCO
common stock at the defined Conversion Price. The term of the
warrant would be five years.

A defined Conversion Price formula, subject to standard
adjustments, would be used to determine the conversion price for
the convertible preferred stock issued to Mr. Stallings and to
determine the exercise prices for the Stallings warrant and the
GMSP warrants. The Conversion Price would be determined as the
lesser of tangible book value per share of common stock as of
June 30, 2001, or 110% of the average closing price per share for
the 30 trading days immediately prior to April 30, 2001. Under no
circumstance would the Conversion Price be less than $2.25.

Upon consummation of the transactions, GMSP will own, in the
aggregate, approximately 33% of the outstanding shares of GAINSCO
common stock on a fully diluted basis, and Mr. Stallings will
own, in the aggregate, approximately 8% of the outstanding shares
of GAINSCO common stock on a fully diluted basis.

Keefe, Bruyette & Woods, Inc., as financial advisor to GAINSCO,
has rendered an opinion to the Special Committee of the Board of
Directors of the Company to the effect that the proposed capital
transactions are fair to the Company from a financial point of
view.

Mr. Stallings has agreed to provide consulting services to
GAINSCO's insurance subsidiaries over the next five years. Among
other things, Mr. Stallings is to provide strategic planning
advice, including the analysis of the Companies' performance in
various sectors of their respective businesses, and
recommendations for growth strategies and opportunities for new
markets and products. For his services, Mr. Stallings is to
receive $300,000 per year.

GAINSCO believes it is in breach of two covenants in its credit
agreement as a result of statutory operating losses during 2000.
The Company recently presented a proposal to the bank for
resolution of these issues.  Consummation of the new capital
agreements highlighted above is subject to satisfactory
resolution with the bank.

GAINSCO, INC. is a nonstandard property and casualty insurance
holding company. GAINSCO's nonstandard commercial and specialty
lines products include commercial automobile, auto garage,
general liability, commercial property, directors and officers
liability, lawyers liability and other miscellaneous liability
products distributed primarily through wholesale general agents
throughout the United States. The Company's nonstandard personal
lines products include private passenger automobile, personal
umbrella and property insurance primarily distributed through
retail agents in the Southeast and upper Midwest.


GENROCO: Hires Investment Advisor to Raise $1.5MM in New Capital
----------------------------------------------------------------
Genroco Inc. believes that the combination of current existing
cash, available borrowing capacity and the company's ability to
obtain additional long-term indebtedness is not adequate to
finance the company's operations for the current activities and
foreseeable future. As a result, the company has engaged an
investment advisor to assist in the process of raising an
additional $1,500,000 in equity capital during the fourth quarter
of fiscal 2001. To date, no additional capital has been raised.

In addition to this planned financing, the company, in order to
increase investment in the development of sales channels and
proprietary technology, is considering a secondary public
offering, potential sale of the company, increased funding from
current owners or another private placement to raise additional
funds during the first half of fiscal 2002.

If the company is not successful in raising additional capital,
the company will not be able to continue its current operations
and there is substantial doubt as to the company's ability to
continue as a going concern. There can be no assurance that the
company will be successful in raising such capital at all or on
terms commercially acceptable to the company or shareholders.

During Genroco's third quarter of Fiscal Year 2001 ended December
31, 2000, net sales were $380,000, up 33% from sales of $285,000
in the third quarter last year, ended December 31, 1999. For the
nine months of the current year, ended December 31, 2000, net
sales were $1,314,000, down 40% from $2,181,000 for the nine
months ended December 31, 1999.

The company's net loss for the third quarter ended December 31,
2000 was $1,050,000 compared to a loss of $603,000 for the third
quarter ended December 31, 1999. Losses for the nine months ended
December 31, 2000 were $2,662,00o compared to a loss of $631,000
for the nine months ended December 31, 1999.


GREYSTONE DIGITAL: Experiencing Liquidity Squeeze
-------------------------------------------------
Greystone Digital Technology Inc. had a working capital
deficiency of $745,016 at December 31, 2000; net loss of
$6,702,543 and an accumulated deficit from losses since its
inception of $49,052,261 at December 31, 2000. These matters
raise substantial doubt about the ability of the company to
continue as a going concern.

Historically, the company has funded its operations primarily
through sales of common stock to and borrowings from its
principal stockholder and sales of common stock and convertible
notes payable to private investors pursuant to private placement
memorandums and exemptions from registration under the Securities
Act of 1933. Management plans to obtain the additional funds
needed to enable the company to continue as a going concern
through the private placements of debt or equity securities.

However, management cannot provide any assurance that the company
will be successful in consummating these private placements. If
the company is unable to raise additional capital, it may be
required to liquidate assets or take actions which may not be
favorable to the company in order to continue its operations.

On February 12, 2001 the company had approximately $20,000 in
cash, accounts payable of approximately $950,000 (including
approximately $109,000 over 90 days) and short term notes payable
of approximately $521,000. The nine company officers have not had
their salaries paid for three most recent pay periods, and all
non-officer employees were paid late for the most recent pay
period prior to the filing of the company's latest financial
reports. Revenues for the three months ended December 31, 2000
were $470,985 as compared to $381,286 for the three months ended
December 31, 1999, reflecting an increase in revenue of $89,699
(or approximately 24%).

The net loss of $3,760,796 increased by $2,387,545 from the
$1,373,251 net loss reported in the previous reporting period. In
summary, during the current period, revenues were up by $89,699
or 24%, while total expenses, including other expense, increased
by $2,477,244.

GreyStone has incurred losses in each fiscal year since 1993, and
as of December 31, 2000, GreyStone had an accumulated deficit of
$49,052,261.


HARNISCHFEGER INDUSTRIES: Settles EPA's $9,667,827 Claim
--------------------------------------------------------
Previously, the United States, on behalf of the Environmental
Protection Agency, filed a proof of claim against Debtor Ecolaire
Incorporated of Harnischfeger Industries, Inc.

Pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA), 42 U.S.C. sections 9601
et seq., the proof of claim asserted a claim for at least
$9,667,827 for unreimbursed environmental response costs incurred
by the United States at the Welsh Road Site (a/k/a Walsh Road and
Barkman Landfill), located in Honey Brook Township, Chester
County, Pennsylvania, and for response costs to be incurred in
the future by the United States at the site.

The parties agreed, without admitting liability, that the EPA
Claim will be allowed as a general unsecured claim in the amount
of $13,277 and paid as a general unsecured claim upon
distribution to holders of general unsecured claims without
discrimination in accordance with the terms of the Debtors' Joint
Plan, and the United States will be deemed to have withdrawn the
EPA Claim for any amount in excess of $13,277.

The United States covenants not to bring a civil action or take
administrative action against the Debtor pursuant to section 106
and 107 of CERCLA relating to the Site. Nevertheless, the United
States reserves all rights against the Debtor with respect to all
other matters, and specifically with respect to liability for
damages for injury to, destruction of, or loss of natural
resources, liability for response costs that have been or may be
incurred by federal agencies which are trustees for natural
resources, claims based on a failure by the Debtor to meet a
requirement of the Settlement Agreement, and claims for any site
other than the Welsh Road Site. In connection with the Settlement
Agreement, the Debtor is entitled to protection from contribution
actions or claims as is provided by CERCLA Section 113(f)(2), 42
U.S.C. section 9613(f)(2).

The Debtor covenants not to sue and agreed not to assert any
claims or causes of action against the United States with respect
to the Site, including but not limited to: any direct or indirect
claim for reimbursement from the Hazardous Substance Superfund,
any claims for contribution against the United States, its
departments, agencies or instrumentalities, and any claims
arising out of response activities at the Site. However, the
Settlement Agreement expressly provides that nothing in the
agreement will be construed to constitute preauthorization of a
claim within the meaning of Section 111 of CERCLA, 42 U.S.C.
section 9611 or 40 C.F.R. section 300.700(d). (Harnischfeger
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HOME PRODUCTS: Reports Fourth Quarter and Year-End 2000 Results
---------------------------------------------------------------
Home Products International, Inc. (Nasdaq SmallCap: HPII), a
leader in the housewares industry, announced financial results
for the fourth quarter and year ended December 30, 2000.

The Company reported a net loss in the fourth quarter of $69.2
million ($9.41 per share) as compared to net income of $2.7
million ($.36 per share) in the same period last year. The
current quarter reflects restructuring, special and other charges
totaling $65.8 million ($8.95 per share). The charges included a
$44.4 million ($6.04 per share) charge for goodwill write-offs,
$8.9 million ($1.22 per share) for fixed asset write-offs and
$12.5 million ($1.69 per share) for the previously announced
plans to exit a manufacturing facility, reduce headcount and
realign other manufacturing facilities. The quarter was further
impacted by an income tax charge of $1.8 million ($.24 per share)
to reverse income tax benefits recorded in the year's prior
quarters.

Excluding the effects of the various one-time charges and income
tax adjustment, the pre-tax loss in the quarter was $1.6 million
as compared to a pre-tax profit in 1999 of $4.7 million. The
decrease in profits between years was due to the increased cost
of plastic resin and decreased selling prices.

The restructuring and special charges of $12.5 million relates to
the planned closing of the Company's Leominster, MA manufacturing
facility, a reduction in headcount and other cost cutting
initiatives. During the first quarter of 2001, the company
expects to record additional restructuring charges of $2 to $3
million as it completes the relocation of equipment and inventory
from Leominster and other facilities. As a result of the
Leominster closing and other cost reduction initiatives, the
Company expects cash savings of $5 to $6 million annually. The
cash outflow in 2001 to close the Leominster facility, reduce
headcount and achieve other cost cutting objectives is estimated
at $6 to $7 million. As a result of the $44.4 million goodwill
write-off, the Company's pre-tax earnings will increase by $1.6
million ($.22 per share). The fixed asset write-offs will reduce
annual depreciation expense by $1.8 million ($.25 per share).

The Company reported revenues of $74.5 million for the fourth
quarter of 2000 as compared to $73.9 million in the prior year,
an increase of 1%. The Company experienced strong cash flow as
debt was reduced by $5.8 million during the fourth quarter. The
Company also announced that it continued to be in compliance with
all of its loan covenants. Availability under the Company's
senior loan agreement exceeded $30 million at December 30, 2000.

For the year ended December 30, 2000, the Company reported a net
loss of $71.5 million ($9.77 per share) as compared to net income
of $2.0 million ($.26 per share) in 1999. The 2000 results were
impacted by the same restructuring, special and other charges
recorded in the fourth quarter. The 1999 results include
restructuring, special and other nonrecurring charges totaling
$9.0 million ($1.19 per diluted share) related to the Company's
third quarter 1999 restructuring. Excluding the effects of the
various one-time charges in both years, the Company recorded a
pre-tax loss in 2000 of $5.7 million as compared to a pre-tax
profit of $19.1 million in 1999.

The significant decline in profitability was largely the result
of increased plastic resin costs, decreased selling prices and
costs related to the Company's new El Paso facility. The Company
announced revenues for the year of $297 million as compared to
$294 million in the prior year, an increase of 1%. In addition,
the Company experienced strong cash flow as debt was reduced by
$5.3 million during the year.

Home Products International, Inc. is an international consumer
products company specializing in the manufacture and marketing of
quality diversified housewares products. The Company sells its
products to all the largest national retailers.
Some of the statements made in this press release are forward-
looking and concern the company's future growth, product
development, markets and competitive position. While management
will make its best efforts to be accurate in making these f


HORIZON PHARMACIES: Restructures $7 Million Bank One Revolver
-------------------------------------------------------------
Horizon Pharmacies, Inc. (Amex: HZP; Frankfurt: HPZ) said that it
had restructured a $7 million revolving credit facility from Bank
One, N.A. In connection with restructuring such debt, all
principal and interest due to Bank One pursuant to the revolving
credit facility was paid in full by McKesson HBOC, Inc. (NYSE:
MCK), the guarantor of the Bank One revolving credit facility.

Bank One assigned to McKesson all rights and interest to (i) the
loan agreement between Horizon and Bank One, (ii) the $7 million
Promissory Note originally issued by Horizon to Bank One, and
(iii) all related loan documents. McKesson and Horizon thereafter
amended the Promissory Note to convert the repayment terms from a
fixed maturity date to a demand obligation.

Horizon is currently in default under the Credit Agreement and
McKesson has the right to demand payment of all outstanding
borrowings under such agreement. Horizon and McKesson are
currently engaged in negotiations with respect to restructuring
the Credit Agreement debt.

Horizon also announced that the Supply Agreement between McKesson
and Horizon has been terminated. Horizon is currently in default
with respect to the payment of certain amounts due under the
Supply Agreement and based on these monetary defaults McKesson
has terminated the Supply Agreement. Horizon has obtained
alternative sources of supply with respect to the products
previously supplied by McKesson without disruption in supply to
stores. Horizon and McKesson are currently engaged in
negotiations with respect to restructuring the repayment of all
amounts due pursuant to the Supply Agreement.

Rick McCord, CEO and President, stated, "We are pleased to
announce the completion of the first step in restructuring
Horizon's debt. Also, with the termination of the McKesson Supply
Agreement, Horizon will consider all wholesale suppliers to
obtain a lower cost of goods. As the initial phase of Horizon's
restructuring plan continues, several alternative financings are
being considered. As previously stated, our goal is to lower our
cost of goods sold in combination with complete debt refinancing
to continue with our strategic plan of consolidation of the
retail pharmacy industry. Our primary focus has been on the
improvement of EBITDA and cash flow with new growth resuming
after the restructuring plan is completed. Many improvements have
been made in store operations and this will continue to be our
focus until all store goals have been achieved. We expect to have
the refinancing agreement in place over the next several months."

McCord continued, "Our pharmacy same store sales for January
showed a double digit increase with prescription business
continuing to rise. HorizonScripts.com, our mail order and
Internet pharmacy which is licensed in 50 states, continues to
expand its annual revenue run rate of $7 million.

HorizonScripts.com, www.horizonscripts.com, is the fulfillment
center for online pharmacy services offered to 700 Piggly Wiggly
Co. participating stores through its Web site and 100 other
participating grocery stores through Grocery Shopping Network."

Horizon is a "brick and click" pharmacy company with over one
million customers and owns and operates one Internet pharmacy at
www.horizonscripts.com, two mail order pharmacies, 46 retail
pharmacies in 16 states, 16 home medical equipment locations,
five closed-door institutional pharmacies, seven intravenous (IV)
operations, and one home healthcare agency. Horizon's focus is to
become an innovative leader in the healthcare industry by
providing value-added services to the customers. Horizon's
business strategy is to focus primarily on total customer service
and convenience. Horizon's revenue growth comes from existing
brick and mortar stores, acquisitions of new stores, Internet
strategy, kiosk development and joint ventures. Horizon's primary
growth will occur with acquisitions of new stores with
conversions to the new concept store model, thereby, improving
operating efficiencies.


ICG COMM.: Moves To Assume Key Employee & Consulting Agreements
---------------------------------------------------------------
Prior to the Petition Date there were ten employees of ICG
Communications, Inc. (other than the Chief Executive Officer,
that had employment contracts with the Debtors. Of those ten,
four have left the Debtors' employ. These four persons were the
Debtors' President and Chief Operating Officer, the Debtors'
Chief Financial Officer, the head of human resources, and the
head of regulatory affairs. After these departures, the Debtors
restructured the responsibilities and reporting structure of the
members of senior management below the level of CEO, resulting
in six employees that do not have employment contracts being
promoted to positions that report directly to the CEO. The
Debtors believe that the six remaining employees with employment
contracts, the six employees that now report directly to the CEO,
and the CEO together constitute key members of senior management
of the Debtors.

By this Motion, the Debtors sought Judge Walsh's authorization
to:

      (1) Assume the six existing employment contracts;

      (2) Enter into new contracts with the six employees that
          newly report directly to the CEO;

      (3) Assume the Debtors' contract with Randall Curran, the
          Debtors' CEO; and

      (4) Enter into consulting agreements with the four former
          executives who have left the Debtors' employ.

Each of the proposed new employment agreements is substantially
identical, except for levels of base salary. Each of the existing
employment agreements will be amended to be in the same form. The
only material economic obligation contained in the proposed
contracts is the provision of a severance benefit equal to one
year's base salary if an employee is terminated other than for
cause, death or disability.

                Success Bonus for Mike Kallet

The Debtors asked one material difference, however. The Debtors
proposed to include in the proposed contract for one employee -
Mr. Mike Kallet - a success bonus of $500,000 payable upon
confirmation of a reorganization plan in these cases, or the
consummation of a sale of substantially all of the Debtors'
assets, provided that Mr. Kallet remains employed by the Debtors
on such date, or if he is terminated prior to confirmation or
consummation of a sale other than for cause, death or disability.
Mr. Kallet is the Debtors' executive vice president in charge of
operations and as such is principally responsible for maintaining
the Debtors' highly complex telecommunications network. Mr.
Kallet is a highly skilled individual whose services could be
sought by any telecommunications company, including the Debtors'
competitors. The Debtors' telecommunications network is described
by the Debtors as their "lifeblood", and accordingly, Mr.
Kallet's continued services are particularly critical to the
Debtors' ability to achieve a successful outcome in these cases.
The Debtors stated to Judge Walsh that the proposed bonus is well
within the range of success bonuses paid to key executives in
other large Chapter 11 cases.

                Employees with Existing Employment Contracts

The six employees who have employment contracts at present, and
their respective titles, are:

      Michael D. Kallet             Executive Vice President
                                    Operations

      Richard E. Fish               Executive Vice President and
                                    Chief Financial Officer

      Darlinda Coe                  Senior Vice President
                                    Network Support

      David Hurtado                 Senior Vice President
                                    Telephony Operations

      Gary F. Lindgren              Senior Vice President
                                    Engineering

      John Colgan                   Senior Vice President
                                    Financial Planning/
                                    Corporate Controller

        New Employees Without Existing Employment Contracts

The employees with whom the Debtors do not at present have
employment agreements, but with whom employment contracts are
being proposed, are:

      Bernard Zuroff                Executive Vice President
                                    General Counsel/Secretary

      Kim Gordon                    Senior Vice President
                                    Marketing

      Gayle Landis                  Senior Vice President
                                    People Resources

      Robert Athey                  Senior Vice President
                                    Sales

      Jack Campbell                 Senior Vice President
                                    Information Systems and
                                    Services

      Brian Cato                    Senior Vice President
                                    Customer Care

General Terms of Proposed Employment Contracts

The Debtors noted that they have sought and obtained approval of
an employee retention agreement that was adopted and partially
implemented before the Petition Date, and the continuation of the
Debtors' severance policy. The Debtors premised these motions on
the Debtors' business judgment that, to retain needed employees
during these Chapter 11 cases, and to properly motivate and
reward employees for working with the Debtors during their
restructuring efforts, both a retention program, called "pay-to-
stay", and a severance policy needed to be established and
approved by this Court. This severance policy expressly excludes
any employee with an employment contract, and as a result neither
Mr. Curran nor the six senior executives with existing contracts
have any severance protection approved on a postpetition basis.

If entry into the proposed contracts is authorized, the
employment status of the key executives will remain "at-will",
and thus the employment of each of these executives may be
terminated by the Debtors at any time for any reason.

The proposed contracts provide for:

      (a) Payment of base salary until termination;

      (b) Participation in normal corporate benefits and plans
until termination; and

      (c) A severance benefit equal to one year's base salary,
payable as a lump sum equal to one year's base salary, if the
employee is terminated other than for cause, death or disability,
or if the employee resigns as a result of "constructive
dismissal". The present contracts, which provide for a severance
package equaling one year's base salary plus any bonus, will be
amended to reduce the package to one year's base salary.

The proposed contracts also contain provisions requiring, after
an employee's termination, continued maintenance of confidential
information, and prohibit, after an employee's termination,
solicitation of other employees of the Debtors.

                The Curran Agreement

In early September 2000, the Debtors' Board of Directors hired
Mr. Randall Curran to become the Debtors' new CEO and to lead
their restructuring efforts. At that time, the Debtors entered
into the Curran Agreement, which they now seek authority to
assume. The principal terms of the Curran Agreement, the term of
which is month to month, are:

Duties: Mr. Curran shall serve as the Debtors' Chief Executive
         Officer and shall report to the Board of Directors and
         the Special Executive Committee of the Board.

Compensation: Mr. Curran shall receive a monthly base salary of
               $75,000. This salary may be increased in accordance
               with normal business practices of the Debtors.

Benefits: Mr. Curran shall receive employee benefits as are
           generally provided to senior executives of the Debtors:
           temporary housing; certain travel costs; an automobile
           for use; and reimbursement of expenses.

Severance: Mr. Curran shall receive a lump sum termination
            benefit in an amount equal to twelve month's base
            salary, at the rate then in effect, as severance upon
            termination other than for death, disability, cause or
            good reason.

The Debtors advised Judge Walsh that, during Mr. Curran's tenure,
the Debtors' operations have been substantially stabilized,
operating costs have been significantly reduced, and the process
of developing a long- term plan has begun. Therefore, the Debtors
asserted that continuing Mr. Curran's contract is beneficial to
and in the best interests of these estates and their creditors.

                The Consulting Agreements

Each of the four former employees were parties to employment
agreements with the Debtors, and each was a participant in the
Debtors' retention plan initiated prior to the Petition Date.
This plan provides, among other things, that participants who are
severed are entitled to receive remaining payments under the
program in a lump sum upon termination. The Court's approval of
the retention plan expressly excluded these former executives.

Each of the former employees has agreed, at the Debtors' request,
to continue consulting with the Debtors on an "as needed" basis
over the next approximately six months, as well as to continue to
respond to ongoing requests for information and assistance. In
fact, the Debtors told Judge Walsh they will need access to these
individuals as they move forward with their restructuring
efforts.

In addition, each of these former executives has claims
assertable against these estates arising out of their former
employment contracts. While the Debtors believe that any such
claims would be prepetition unsecured claims, the former
executives have contended that some portion of their claims would
have administrative priority status. To ensure that the Debtors
continue to have access to these individuals, to ensure that
these former executives do not attempt to solicit the Debtors'
current employees, and resolve any claims these former employees
may have against these estates, the Debtors believe it is best
that these estates enter into consulting agreements with each of
these former executives.

In addition to providing for continued consulting services, non-
solicitation of employees, and mutual releases, the proposed
consulting agreements provide for each former executive to
receive payments for a 26-week period on a bi-weekly basis. The
amount of the proposed payments for each former officer total:

      Bill Beans                        $528,895
      Former President and CEO

      Harry Herbst                      $342,548
      Former CFO

      Carla Wolin                       $257,500
      Former head of human resources

      Cindy Schonhaut                   $217,500
      Former head of regulatory affairs

These proposed payments are approximately the amount of the
remaining retention payments these former executives were slated
to receive under the retention plan, less approximately half of
the salary payments made to them for the period of December 4,
2000, to February 4, 2001. No other payments are proposed under
the consulting agreements, and if approved, all claims based on
the existing employment agreements will be released. The Debtors
told Judge Walsh that aggregate claims under the existing
employment agreements could exceed $2.2 million. (ICG
Communications Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INDESCO: Court Gives Final Nod to CIT $25 Million DIP Facility
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted final approval for
Indesco International Inc.'s (X.III) $25 million debtor-in-
possession financing from The CIT Group/Business Credit Inc. The
order directs the New York-based manufacturer of plastic trigger
sprayers and other liquid dispensing systems to promptly repay
all outstanding pre-petition obligations with the initial
proceeds of the DIP financing. As adequate protection for any
post-petition decrease in the value of CIT's interests, U.S.
Bankruptcy Judge Robert E. Gerber granted the lender a joint and
several claim against the company's estate. The DIP financing,
which matures Jan. 5, 2002, provides a $1 million carve-out fee
for professionals, the order said. (ABI World, February 27, 2001)


INFU-TECH: Formulates Plan to Raise Capital
-------------------------------------------
Infu-Tech, Inc. provides specialty pharmaceuticals, infusion
therapy (i.e., administration of nutrients, antibiotics and other
medications either intravenously or through feeding tubes), and
other medical products to patients in their homes, nursing homes
and subacute care facilities. In March 2000, the company formed a
subsidiary, Smartmeds.com, Inc.

The company is 42% owned by Kuala Healthcare, Inc. formerly
Continental Health Affiliates, Inc. The remaining 58% of the
company's equity is publicly traded.

The company incurred a ($0.9 million) net loss for the six months
ended December 31, 2000 after having incurred a ($3.8 million)
loss in the year ended June 30, 2000, and is experiencing a
slowdown in payments from several managed care organizations
which have affected its ability to pay its suppliers on a timely
basis. The company has extended its payment terms with some of
its suppliers while also executing a plan to pursue collection of
its accounts receivable, consolidate its operations, and reduce
operating costs. A number of factors could contribute to the
company suspending its operations including:

      * Company is put in default by its lender,
      * Company is not successful in obtaining additional capital,
      * Company does not receive cash payments from Kuala,
      * Company continues to incur significant losses.

As of December 31, 2000 the company's current liabilities
exceeded its current assets by $1.7 million. Infu-Tech has a $1.5
million line of credit with Heller Healthcare secured by certain
accounts receivable. As of December 31, 2000, the outstanding
loan was $1.1 million, the maximum available based on billing and
collection activity. The company's stockholders' equity was $0.9
million versus the $4.0 million requirement from Heller. In
addition, the company had accounts payable greater than 120 days
old. The company has obtained a waiver from Heller to alleviate
these events of default. The waiver requires that stockholders'
equity be no less than $900,000 through June 30, 2001. On
November 3, 2000 the company renewed the agreement with Heller
which expires on December 31, 2001. The company is exploring
additional borrowing alternatives. As indicated in the company's
independent auditors' report on the June 30, 2000 financial
statements, these factors raise substantial doubt about the
company's ability to continue as a going concern.

The continuation of the company as a going concern is dependent
upon its ability to obtain additional financing and generate
revenues with gross margins sufficient to produce operating
profit. Management has taken action and is formulating plans to
strengthen the company's working capital position and generate
sufficient cash to meet its operating needs through June 30, 2001
and beyond. The company is attempting to increase revenue by
providing wireless healthcare services. Also, negotiations are in
process with its primary vendor Genzyme to convert the $5.1
million owed them to a long term payment schedule and increase
the margins resulting from future Genzyme sales. Further, the
company is negotiating for additional financing with several
lenders. No assurance can be made that management will be
successful in achieving its plan.


INTEGRATED HEALTH: Rejects 39 Burdensome Rotech Equipment Leases
----------------------------------------------------------------
Rotech and its subsidiaries, which conduct Integrated Health
Services, Inc.'s home respiratory services operations, are
parties to several hundred leases or executory contracts relating
to the use of, inter alia, durable medical equipment, office
furniture and automobiles.

The Debtors sought and obtained the Court's authority to reject
39 of such Agreements because they: (a) are of no value to the
Debtors, or constitute a burden upon the Debtors' estates; and
(b) are unnecessary for the Debtors' continued operations.

At the Debtors' behest, the Court directed that a Rejection
Claims Deadline of 30 days, after which the holder of a rejection
claim will be forever barred from asserting such claim against
any of the Debtors or their estates and sharing in any
distribution out of the Debtors' estates or assets under any plan
of reorganization confirmed in these chapter 11 cases, and claim
holders will be bound by the terms of any such plan and/or Order
of the Court authorizing distributions from the Debtors' estates.
(Integrated Health Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KITTY HAWK: Emerald Extends $11MM Tender Offer For Secured Notes
----------------------------------------------------------------
According to published reports, Kitty Hawk, Inc. announced that
Emerald Bay Investors, LLC had commenced an unsolicited tender
offer for up to $11 million of the Company's 9.95% senior secured
notes due 2004 at a price of 22 cents on the dollar, cash. Kitty
Hawk has been operating under Chapter 11 protection since May 1,
2000. (New Generation Research, February 27, 2001)


LERNOUT & HAUSPIE: BBNT Presses For Decision On HARK License
------------------------------------------------------------
Curtis J. Crowther, Esq., and Leonard P. Goldberger, Esq., of the
Wilmington Delaware firm of White & Williams LLP, attorneys for
BBNT Solutions LLC, asked Judge Wizmur to compel Lernout &
Hauspie Speech Products N.V. and Dictaphone Corp. to either
assume or reject a Source Code Software License Agreement with
BBNT. BBNT is the owner of certain intellectual property known as
the HARK Recognizer Software, and certain speech associated
recognition technology which is the subject of a Source Code
Software Agreement between the Debtor and BBNT dated December 2,
1998.

The significant terms of the HARK License Agreement are:

      (a) BBNT shall perform certain software development services
related to the HARK Recognizer software for three years after the
effective date of the license;

      (b) BBNT shall provide four full-time equivalent personnel
to the Debtor for development services work each year during the
three-year development services period;

      (c) The license contains a limited exclusivity obligation
which restricts BBNT's ability to sell, market, or distribute the
HARK Source Code and speech recognizer technology. This
obligation is concurrent with the three-year development service
term, and will expire on December 1, 2001.

Prior to the filing of the voluntary petition, the Debtor
indicated its continued interest in the HARK Recognizer software
and other related technology. However the Debtor failed to make
post-petition payments under the Agreement of $500,000 due on
December 1, 2000. The Debtor's default has the effect of locking
BBNT into performing development services under the HARK
Agreement and restricting BBNT from marketing or otherwise
distributing the Hark software while the Debtor does not perform
its only obligation - payment under the Agreement.

By this Motion, BBNT requested that a deadline be set for the
Debtor to decide whether to assume or reject the HARK Licensing
Agreement. BBNT suggested that the deadline be set at 10 days
after the granting of this motion.

It is necessary that BBNT know the Debtors' intentions regarding
the Hark license, software and technology for these reasons:

      (a) BBNT should not be required to continue providing
technically sophisticated personnel to the Debtor, as provided in
the licensing agreement, considering that the Debtor is not
paying for such services;

      (b) BBNT's HARK speech recognizer technology cannot be
marketed to others due to the exclusivity provision of the
Agreement. It is patently unfair to force BBNT to deploy scarce
technical resources without compensation while the Debtor delays
making a decision. The current delay is a great burden to BBNT
while diminishing the economic value of the Hark technology
without any reassurance of future recovery or recoupment;

      (c) Since the Debtor indicated that it is interested in the
HARK technology on the same day that the voluntary petition was
filed, the decision to either assume or reject the contract
should not be difficult to make promptly; and,

      (d) The Debtor's failure to make a decision increases claims
against its estate, since BBNT will possess an administrative
claim for the post-petition amounts due

BBNT also asked Judge Wizmur to order that, in the event that the
Debtor wishes to assume the HARK License, it must cure the
outstanding default and/or provide adequate assurance that the
default will be cured. This requirement shall also extend to the
Debtor's future performance under the contract as well. On the
other hand, if the Debtor chooses not to assume the contract,
BBNT asked that the Debtor be compelled to return all documents,
software tools, and other materials provided by BBNT to the
Debtor relating to the HARK License. (L&H/Dictaphone Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LETSBUYIT.COM: Reopens Business in Four European Countries
----------------------------------------------------------
LetsBuyIt.com, the retail web site that recently won a last-
minute reprieve from bankruptcy, said that it had re-opened for
business in Germany, Britain, France and Sweden, according to
Reuters. LetsBuyIt said that its product range reflected the
preferences of its 1.2 million members and would "leverage its
existing contacts with its most important suppliers." The company
last week said that a comprehensive revamp would help it back
into the black by the end of 2002 as it slashes costs and pulls
out of unprofitable operations.

This follows a four-million euros last-minute rescue package
funded by maverick German investor Kim Schmitz just when the e-
tailer was contesting bankruptcy in an Amsterdam court, and a
further 53 million euros supplied by anonymous lenders. The
rejuvenated web site operator has cut staffing to around 150 from
almost 400, and the marketing budget-52 million euros last year
as LetsBuyIt built its brand-will be severely reined in. (ABI
World, February 27, 2001)


LOEWEN GROUP: Indiana Unit Selling Main & Frame Assets For $335K
----------------------------------------------------------------
Pursuant to section 363 and 365 of the Bankruptcy Code, and the
Court's Disposition Order authorizing The Loewen Group, Inc.'s
Global Bid Procedures Programs, Loewen Indiana sought and
obtained the Court's authority to sell the funeral home business
and related assets at Main & Frame Funeral Home (2720) and at
Main & Frame Blue River Chapel (3169), both in New Castle,
Indiana 47362, to JD Stripe, Inc. (collectively, the Initial
Bidder) free of all liens, claims and encumberances, at a
purchase price of $ 335,000 pursuant to the Asset Purchase
Agreement dated December 26, 2000, or to the Purchaser that the
Debtors determine has submitted the highest and best offer, free
of all liens, claims and encumberances.

Any Qualified competing bid must exceed $351,750 i.e. 5% above
the Purchase Price offered by the Initial Bidder. Any entity that
desires to submit a competing bid for the Sale Locations may do
so in accordance with the Bidding Procedures approved by the
Disposition Order.

The Selling Debtor does not anticipate assuming and assigning any
executory contracts or unexpired leases in connection with the
Transaction.

In accordance with the Net Asset Sale Proceeds Procedures, the
Debtors will use the proceeds generated to repay any outstanding
balances under the Replacement DIP Facility and deposit the net
proceeds into an account maintained by LGII at First Union
National Bank for investment, pending ultimate distribution on
court order.

Neweol would sell and the Initial Bidder would purchase certain
accounts receivable related to the Sale Locations, pursuant to a
purchase agreement between Neweol and the Initial Bidder. The
amount of the Neweol Allocation will be determined immediately
prior to closing. The Neweol Allocation will not be utilized or
deposited in the manner contemplated by the New Asset Sale
Proceeds Procedures. (Loewen Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV CORPORATION: Pays Due Diligence Fees to Potential DIP Lenders
-----------------------------------------------------------------
The LTV Corporation sought and obtained permission from Judge
Bodoh to pay due diligence fees to two potential institutional
lenders for postpetition financing. The Debtors told Judge Bodoh
they continue to pursue negotiations regarding a potential DIP
facility with their present prepetition lenders, and that access
to new financing is critical to their successful reorganization.
The Debtors asked, and Judge Bodoh ordered, that the names of the
potential lenders be kept under seal and not disclosed to the
public.

The Debtors are approaching the placement of postpetition DIP
financing as a competitive bidding process with lenders
expressing an interest in extending postpetition financing. The
Debtors are paying $150,000 to fund a due diligence fee as a
prerequisite for the institutional lender to proceed with
negotiations of a potential DIP facility with the Debtors. The
Debtors told Judge Bodoh that the institutional lenders in
question have required that the request for payment of this fee
be placed under seal to keep confidential the names and terms of
these prospective financiers. The Debtors assure Judge Bodoh that
the lender's request is common in commercial lending transactions
under similar circumstances, and that no further negotiations may
be had unless a due diligence fee is promptly paid.

David G. Heiman, Richard M. Cieri, and Michelle M. Morgan of the
Cleveland, Ohio, branch of Jones, Day, Reavis & Pogue, told Judge
Bodoh that the name of prospective lenders, and the terms of
these prospective loans, constitute "confidential commercial
information", and that publicly disclosing the identity of the
institutional lender or the potential terms of a DIP facility at
this time could substantially impair their ability to negotiate
effectively with other lenders. This, in turn, might thwart the
Debtors' attempts to obtain the best possible terms for a DIP
facility for these Chapter 11 cases. Nevertheless, when the
Debtors enter into a definitive agreement the names and terms
will be publicly disclosed.

Judge Bodoh therefore ordered that until further Order only
"special notice parties", such as the Committee and the United
States Trustee, will have access to information concerning these
due diligence requests, and this information will be denied to
the general public. (LTV Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MEDICAL RESOURCES: Emerges From Chapter 11
------------------------------------------
Medical Resources, Inc. (formerly OTC Bulletin Board: MRIIQ) said
it had concluded its financial restructuring and completed its
Chapter 11 proceedings.

The Company's emergence from bankruptcy follows the February 8,
2001 confirmation of its Plan of Reorganization by the United
States Bankruptcy Court for the Southern District of New York.
Under the Plan of Reorganization, the holders of $75 million of
the Company's Senior Notes have received approximately 84% of the
reorganized Company's Common Stock with the remaining equity
being distributed to other creditors and plaintiffs in lawsuits
previously pending against the Company. Under the Plan of
Reorganization, the pre-Chapter 11 shareholders of the Company
will receive no distribution and such holders' shares of Common
Stock will be cancelled.

Christopher J. Joyce, Co-Chief Executive Officer of the Company
said, "we are extremely pleased to announce the completion of the
debt-for-equity conversion we announced in April 2000. This
financial restructuring, and its elimination of over $95 million
of debt obligations, has provided the Company with a greatly
improved balance sheet that will allow us to maximize the value
of our 70 imaging centers and to take full advantage of
attractive opportunities in our core business going forward."

In connection with the completion of its Chapter 11 proceedings,
the Company also announced it had filed a notice with the
Securities and Exchange Commission on Form 15 certifying that the
Company had less than 300 record holders of its Common Stock and
therefore was no longer subject to the reporting requirements of
the Securities Exchange Act of 1934.

Medical Resources specializes in the ownership, operation and
management of fixed-site outpatient medical diagnostic imaging
centers. The Company operates 70 imaging centers in the United
States and provides network management services to managed care
organizations in regions where its centers are concentrated.


MONTGOMERY WARD: Kimco Offers Top Bid for Real Estate
-----------------------------------------------------
Several major department store chains are lined up to buy
Montgomery Ward & Co.'s 250 stores and other buildings from a
partnership bidding to purchase the assets at auction this week,
a Ward's spokesman said, according to the Associated Press.

Wards and its unsecured creditors committee have approved a deal
with the partnership led by New York-based Kimco Realty Corp.,
which has emerged as the strongest bidder, said Chuck Knittle of
the Chicago-based retailer. The deal is expected to generate more
than $450 million in proceeds for Wards and Kimco.

Wards, which announced its impending shutdown on December 28, has
closed 58 stores and plans to shutter a total of 100 stores by
Sunday. All 250 stores, located in 30 states, are expected to
close by sometime this spring. The assets are to be sold in an
auction for federal bankruptcy court in Delaware, with approval
expected by week's end. (ABI World, February 27, 2001)


NORD RESOURCES: Elects John F. Champagne as New President & CEO
---------------------------------------------------------------
W. Pierce Carson resigned as President and Chief Executive
Officer of Nord Resources Corporation and from his position as a
Director of the company effective January 10, 2001. Mr. Carson
will provide consulting services to the company from time to
time.

The Board of Directors elected John F. Champagne, the company's
Executive Chairman of the Board of Directors, to serve as the
company's new President and Chief Executive Officer. Mr.
Champagne will continue as Chairman of the Board.

Ricardo M. Campoy resigned from his position as a Director of the
company effective January 5, 2001.


NORD RESOURCES: Considering Merger Deal with Nord Pacific
---------------------------------------------------------
Nord Resources Corporation owns 28.51% of Nord Pacific Limited, a
company engaged in the production of copper and the exploration
for gold, copper and other minerals in Australia, Papua New
Guinea and North America. The directors of the company have
authorized the officers of the company to investigate the
feasibility of a merger of Nord Resources and Pacific.

Consummation of a merger would be subject to a number of
conditions, including agreement on a satisfactory exchange ratio.
If terms are agreed, a majority vote of the shareholders of both
the company and Pacific would be necessary for approval of a
merger, and regulatory approvals in the United States and Canada
would be required. There can be no assurance that a merger of the
company and Pacific would be consummated.


NUOASIS RESORTS: Working Capital Deficit Continues
--------------------------------------------------
NuOasis Resorts, Inc. was incorporated in Colorado on February 6,
1989 and became public in 1990. In January 1998, the company was
re-incorporated in the state of Nevada. Through subsidiaries, the
company invests in companies that lease, manage and operate
hotels, legalized gaming casinos, and related operations. Prior
to fiscal 2000, the Company manufactured and distributed
specialty food products.

NuOasis has recurring losses from operations, and at December 31,
2000, the company had a working capital deficit of $9.0 million.
Further, the company's largest asset is an investment in ORI,
which requires approximately $6 million of immediate working
capital to service certain past-due trade creditors of the Le
Palace Hotel & Resort and it will require additional capital to
meet obligations as they become due during the next 12 months.
These factors raise substantial doubt about the company's ability
to continue as a going concern.

The company's consolidated financial statements for the three and
six months ended December 31, 1999, include the accounts of ORI,
NUOI, Casino Management of America, Inc., NuOasis Laughlin, Inc.,
NuOasis Las Vegas,Inc., NuOasis Properties, Inc., ACI Asset
Management Inc. and FFI. CMA, NuLa, NuLV, NuOP, and ACI were
spun-off in the third quarter of fiscal year 2000.

At June 30, 2000, the company had an ownership interest in Oasis
Resorts International, Inc. ("ORI") that exceeded 50%, and as a
result, the company consolidated the accounts of ORI with its
financial statements. During the quarter ended September 30,
2000, the company disposed of certain of its shares of ORI common
stock, and ORI issued additional shares of its common stock to a
party other than the company. These transactions decreased the
company's ownership interest in ORI to approximately 47% at
September 30, 2000. Based on this level of ownership interest,
and on management's expectation that the company's ownership
interest will continue decreasing in future periods, the accounts
of ORI are no longer consolidated in the company's financial
statements. At December 31, 2000, the company owned approximately
17% of ORI which it accounts for on the equity method.

As a result of ORI no longer being consolidated with the company,
there were no revenues in the first six months of fiscal 2000.
Revenues for the first half of fiscal 2000 were $3.2 million
which were entirely due to the operations of the Le Palace Hotel
Tunisia. To date, the hotel has not been able to realize its
potential due the failure of the developer to complete certain
amenities at the hotel, the Cap Gammarth Casino and the
surrounding properties associated with the complex.

Total cost of revenues were $3.6 million in the fiscal 2000 first
six months. Only minimal expenditures are being made to operate
the hotel. Selling, general and administrative costs were
$147,000 in fiscal 2001, consisting primarily of legal,
accounting and advisory fees and only related to the Company and
NuOI. Selling, general and administrative costs were $1.6 million
in fiscal 2000 and also included ORI and the operations of the
LePalace Hotel.

During the first six months of fiscal 2000, the company realized
a loss in the equity in earnings of unconsolidated subsidiaries
of $1.1 million. This loss was due entirely to the company's
approximate 50% interest in ORI in the first Quarter of fiscal
2001 and 17% interest in ORI in the second Quarter of fiscal
2001. During fiscal 2001, ORI impaired certain assets due to
declines in market value.

During the first half of fiscal 2000, NuOI sold 267,000 shares of
ORI common stock for $245,000 and recorded a loss on sale of
securities of $35,000.

As a result of the company's assigning FFI to Eurasia Corp., it
recognized a gain on sale of discontinued operations of $602,000.
This gain primarily resulted from the company no longer being
liable for amounts due to FFI. As a result of ORI no longer being
consolidated with the company, there were no revenues in the
first quarter of fiscal 2001. Revenues for the second quarter of
fiscal 2000 were $1.5 million which were entirely due to the
operations of the Le Palace Hotel Tunisia.

Total cost of revenues were $1.5 million in the fiscal 2000
second quarter. Only minimal expenditures are being made to
operate the hotel. Selling, general and administrative costs were
$45,000 in fiscal 2001, consisting primarily of legal, accounting
and advisory fees and only related to the company and NuOI.
Selling, general and administrative costs were $838,000 in fiscal
2000 and also included ORI and the operations of the LePalace
Hotel.

During the second quarter of fiscal 2001, the company realized a
loss in the equity in earnings of unconsolidated subsidiaries of
$126,000. This loss due entirely to the company's approximate 17%
interest in ORI in the second Quarter of fiscal 2001. During the
second quarter of fiscal 2001, ORI recorded an additional
impairment of $150,000 on certain assets due to declines in
market value.

During the second quarter of fiscal 2000, NuOI sold 174,000
shares of ORI common stock for $94,000 and recorded a loss on
sale of securities of $89,000.

The Company had a cash balance of approximately $325,000 at
December 31, 2000.


OTR EXPRESS: Financing Contingencies & Net Losses Raise Concerns
----------------------------------------------------------------
OTR Express, Inc. (Amex: OTR), a nationwide transportation and
logistics company, reported a net loss of $6,927,000, or $3.88
per share (basic and diluted), for the year ended December 31,
2000, compared to a net loss of $892,000, or $0.49 per share, in
1999.

Fourth-quarter net loss was $3,511,000, or $1.97 per share (basic
and diluted), compared to a net loss of $927,000, or $0.52 per
share, in the fourth quarter of 1999. The losses for the quarter
and full year included substantial charges to reflect the write-
down of revenue equipment to be divested as part of the Company's
previously announced fleet reduction plan, which is aimed at
reducing debt and restoring profitability.

OTR revenues declined 3 percent in 2000, to $78,342,000 from
$80,480,000 in 1999. Revenues for the fourth quarter declined 14
percent, to $17,887,000 from $20,726,000 a year earlier. The
declines resulted primarily from a smaller number of trucks in
service as part of the planned fleet reduction.

Operating loss for the year was $4,875,000, including charges of
$3,281,000 related to asset write-downs in connection with the
Company's downsizing, compared to operating income of $2,248,000
in 1999. For the fourth quarter, the Company reported an
operating loss of $2,530,000, including a charge of $2,566,000
for asset write-downs, compared to an operating loss of $452,000
in 1999. A slow economy, increased fuel costs, fewer seated
trucks and depressed used truck values contributed to the
operating losses.

"As previously announced, we are downsizing the Company to lower
our fixed costs and improve performance in the midst of a very
tough time for the trucking industry," said William P. Ward,
president and CEO. "After these actions, we expect to have
approximately 215 company-owned tractors and 50 owner operators,
with lower fixed costs and a reduced debt burden. We have been
working closely with our lenders to restore OTR to a more
financially sound condition, and our drivers and home-office
staff have gone above and beyond the call of duty in helping OTR
take these steps to remain a viable company." In connection with
the downsizing, the Company is returning or selling approximately
190 tractors and approximately 400 trailers and anticipates debt
to be reduced by at least $10 million.

In addition to disposing of trucks and trailers, the Company is
consolidating some office functions, moving logistics operations
from Salt Lake City, Utah, to the home office in Olathe, Kansas,
and reducing reliance on less-profitable broker freight.

"OTR Express customers have been responding positively to the
changes we are making, since they understand the current trucking
environment and know that we provide outstanding truckload
service," Mr. Ward added. "Our top priority, even as we
streamline operations, is to provide reliable service to OTR
customers."

Due to the financing contingencies and the net losses, the
Company announced that its outside auditors will be issuing a
"going concern" opinion on the Company's 2000 financial
statements.

The Company's revenue rate per mile (including fuel surcharge)
was $1.115 in 2000, compared to $1.077 in 1999. For the fourth
quarter, the rate per mile was $1.147 in 2000, compared to $1.115
a year earlier.

OTR Express, Inc., headquartered in Olathe, Kansas, is a
transportation and logistics company serving customers with high-
quality equipment and one of the most experienced driver fleets
in the industry. The common stock is traded on the American Stock
Exchange under the symbol OTR. For further information, please
contact Steve Ruben, chief financial officer, OTR Express, at
(913) 829-1616, or by visiting the company's website at
www.otrx.com.


OTR EXPRESS: Secures Relaxed Payment Terms from Equipment Lenders
-----------------------------------------------------------------
OTR Express, Inc. reached agreement in principle with its four
largest equipment lenders to provide the Company with modified
payment terms to provide cash flow relief through April 2001. In
exchange for debt relief, these tentative agreements call for the
Company to return trucks to the equipment lenders and to provide
additional collateral. Additionally, the Company is currently in
default on certain financial covenants in its working capital
line of credit agreement and will be operating under default over
the near term. There can be no assurance that the Company will be
able to comply with the terms of these financing agreements.


OWENS CORNING: Seeks Approval Of Settlement With Gerald Metals
--------------------------------------------------------------
Owens Corning and certain of its subsidiary Debtors asked Judge
Walrath to review and approve their settlement and compromise
with Gerald Metals, Inc., including modification of the stay to
the extent necessary to carry out the terms of the settlement.
The initial dispute arose over the parties' respective rights in
certain quantities of precious metal currently in he possession
of the Debtors, but as to which Gerald claims an interest.

                The Settlement

Under the terms of the settlement, the Debtors will pay Gerald
the sum of $10,524,479.78, plus per diem charges of $2,665.08,
beginning after January 31, 2001, in immediately available funds.
To facilitate this settlement, the Debtors concurrently asked the
Court to modify the stay to the extent necessary for Gerald to
collect the settlement monies.

In consideration for the Debtors' payment of the settlement
amount, Gerald will release to the Debtors any ad all right or
interest which it holds in the metals, and shall further release
any and all claims which it might assert against the Debtors'
estates on account of the metals. The settlement amount will be
in full satisfaction of any and all claims, defenses, offsets,
counterclaims and causes of action between the Debtors and Gerald
arising out of or related to certain leases, and represents a
discount of at least $300,000 from the secured or priority claim
which the Debtors believe Gerald would otherwise be able to
assert against the Debtors' estates. Accordingly, the Debtors
believe that approval of the settlement will result in
substantial savings to the Debtors' estates and unsecured
creditors.

                The Master and Confirmation Leases

In 1999 the Debtors and Gerald entered into a Master Rhodium
Lease Agreement, and a Master Platinum Lease Agreement. These
leases provide the terms and conditions for certain purported
leases which the parties subsequently signed from time to time,
and under which the Debtors purportedly acquired a leasehold
interest in the metals. Each individual lease was evidenced by a
lease confirmation, of which 30 had been executed and were
outstanding prior to the Petition Date. The lease confirmations
each set forth such terms as the amount of the metals purportedly
leases, the term of the purported lease, and the lease fee, which
was set as a monthly lease fee equal to interest only on the
stated original value of the leased metals calculated at LIBOR
plus a spread ranging from 225 to 275 basis points per annum. The
master leases further provide that, upon expiration of the lease
term set forth in any lease confirmation, and on the terms stated
in the master leases, the Debtors would be permitted to purchase
Gerald's interest in the leased metals for a price equal to the
stated value of the metals as of the commencement of the lease.

                The Metals

The metals subject to the leases are quantities of platinum and
rhodium which the Debtors use in connection with certain of their
manufacturing activities, most notably the production of
fiberglass. The bulk of the metals have been fabricated into
glass extrusion bushings at the Debtors' various industrial
plants, the removal of which would cause substantial expense,
inconvenience, and disruption of the Debtors' businesses.
However, the Debtors believe that a smaller quantity of the
metals is currently held at the Debtors' facilities in its
original form, where such metals are stored for eventual use in
spare or replacement parts.

As of the Petition Date, the aggregate purchase option price of
all metals which the Debtors held subject to the master leases
totaled approximately $135 million. Under the lease terms stated
in their respective lease confirmations, each of the leases to
which the metals are subject purportedly expired on or before
December 7, 2000.

In addition to the $135 million of metals held by the Debtors,
the Debtors held approximately $9 million of platinum and rhodium
which Gerald leased to it under an earlier set of master leases
that differed from the 1999 master leases in several material
respects. Because the parties did not dispute that these $9
million of metals were subject to valid, true leases, the Debtors
have purchased all such metals from Gerald in the ordinary course
of business upon the expiration of the applicable lease terms.

                The Letters of Credit

Prior to the Petition Date, the Debtors obtained letters of
credit payable to Gerald in the event that the Debtors failed to
perform certain of their obligations under the leases. In October
2000 Gerald presented each of the letters of credit to its
respective issuing bank, and between October 24 and October 26
Gerald received payment from the issuing banks of approximately
$125,358,731.16, the maximum amount available to be drawn on the
letters of credit.

Following its drawdown of the letters of credit, Gerald has
calculated its remaining claim as of January 31, 2001, to be
$10,824,479.78, which amount reflects total unpaid return
obligations, accrued and unpaid lease fees, and costs and
expenses which are recoverable under the terms of the master
leases, less the letter of credit proceeds. The amount and
calculation of this remaining claim is not in dispute.

                The Financing Statements

As additional security for the Debtors' repayment obligations,
under the master leases the Debtors were required to deliver a
security interest in the metals to Gerald. Gerald subsequently
filed U.C.C.Rep.Serv.(CBC)-1 financing statements with respect to
he metals in the States of Ohio, North Carolina, South Carolina,
Texas, and Tennessee. After independent review of the financing
statements, the Debtors have concluded that the security
interests create d thereby appear to have been properly
perfected, and that the perfection of Gerald's security interests
is not vulnerable to attack as a voidable transfer under the
Bankruptcy Code. The Debtors have further determined that, to the
extent they are valid, the financing statements appear to create
a perfected security interest in approximately 21,100 ounces of
platinum and 2,200 ounces of rhodium currently in the Debtors'
possession. The Debtors estimate that, as of the Petition Date,
the collateral had an aggregate fair market value of
approximately $17.9 million.

In addition to the collateral, Gerald holds certain additional
collateral as security for the Debtors' lease obligations,
consisting of a $500,000 cash margin reserve and approximately 50
ounces of rhodium with an estimated current market value of
$100,000.

In sum, Gerald likely holds a valid, perfected security interest
in the collateral and the additional security, which have an
aggregate value of approximately $18.5 million. Because the
parties agreed that the remaining claim of Gerald is
approximately $10.8 million or less, Gerald is believed to be
fully secured on its claims under the leases.

                The Dispute

The settlement is a global settlement of all claims arising out
of or related to the leases. In its negotiations with the
Debtors, Gerald has taken the position that it has retained
ownership of the metals, and that the Debtors, following the
expiration of the purported leases, no longer have any right or
interest in the metals. As such, absent this settlement, Gerald
may demand or take action to regain possession of the metals. The
Debtors have disputed this contention and believe that the leases
may be recharacterized as secured debt. In the event that the
Debtors prevail on the lease-debt dispute, it is anticipated that
other areas of dispute may arise between the parties.

Notwithstanding their reluctance to make payment on what they
believe to be a secured claim prior to the consummation of their
Chapter 11 plan, the Debtors have determined, in their business
judgment, that approval of the settlement at this time is in the
best interests of the Debtors and their estates. Even if the
Debtors prevail on the lease/debt dispute, Gerald will likely
have an allowable, full secured claim for an amount at least
equal to the remaining claim. The settlement amount is less than
the remaining claim. Since, under any circumstances, the
remaining claim will likely have to be paid in full, the
settlement thus creates a substantial savings for the Debtors'
estates. Additionally, approval now of the settlement will
relieve the Debtors from potentially costly and time-consuming
litigation.

The Debtors told Judge Walrath that the exact terms of the
settlement agreement are confidential, and asked that she enter
an immediate order protecting the estates' interests in
confidential information contained in the settlement. The Debtors
are now engaged, or may soon become engaged, in negotiations with
certain additional lessors of precious metals or other personal
property who may assert that they are similarly situated to
Gerald. These negotiations pertain to, among other topics, the
claims which the additional lessors have asserted or may assert
in the Debtors' Chapter 11 cases, as well as the terms and
conditions on which the Debtors and the additional lessors will
do business in he future. The Debtors have not yet determined the
terms, if any, on which they would be willing to enter into
compromises or business agreements with the additional lessors.
For this reason, the Debtors believe that their negotiating
position with respect to the additional lessors may be prejudiced
or compromised if members of the general public, including the
additional lessors, are able to examine the exact terms of the
Debtors' settlement with Gerald. The Debtors have summarized the
general terms of the settlement in considerable in the settlement
motion. Upon the Court's entry of this Order, the Debtors will
file, under seal, the full settlement agreement. In addition, the
Debtors will provide a copy of the full settlement upon request
to the Committees, the United States Trustee, and the Debtors'
pre- and postpetition lenders upon the Court's granting of this
Motion and the party's execution of an appropriate
confidentiality agreement. (Owens Corning Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PILLOWTEX CORP.: Alabama Gas Wants to Terminate Utility Services
----------------------------------------------------------------
Eric Lopez Schnabel, Esq., at Klett, Rooney, Lieber & Schorling
in Delaware, asked Judge Robinson to modify the automatic stay to
allow Alabama Gas Corporation to terminate its agreements with
Debtor Fieldcrest Cannon, Inc., with the motion serving as
written notice to Pillowtex Corporation of termination under the
terms of the Agreements.

Alabama Gas Corporation, or Alagasco, is a natural gas utility
regulated by the Alabama Public Service Commission. It provides
gas utility services to Debtor's manufacturing facilities in
Alabama. In that capacity, it entered into agreements with the
Debtor to provide special services over and above its basic
utility services. The agreements include:

      (a) January 5, 1994 Agency Agreement;

      (b) September 29, 1994 Basic Agreement for Gas Service;

      (c) December 21, 1994 Special Services Agreement;

      (d) Agency Agreement for pipeline transportation services;
          and

      (e) October 4, 1994 Transportation Service Agreement.

These agreements govern the terms and conditions of:

      (1) Alagasco's delivery of gas purchased by the Debtor from
          Alagasco;

      (2) Alagasco's delivery to the Debtor of gas purchased by
          the Debtor from other sources; and

      (3) Alagasco's purchase and delivery of gas on behalf of the
          Debtor.

These agreements are terminable at the will of either of the
parties.

Mr. Schnabel argued that the agreements increase Alagasco's
credit exposure as it may have to advance its own funds in
purchasing gas for the Debtor. This exposes Alagasco to a greater
credit risk than if it only provided basic utility services. He
informs the Judge that the Debtor is in default of its
obligations to Alagasco and that the outstanding pre-petition
amount due and owing Alagasco is approximately $155,468.07,
including $137,844.57 past due as of the filing date.

Alagasco reasoned that the equities in this case establish
"cause" for terminating these agreements and modifying the
bankruptcy stay. The Debtor is more than two months in default of
the agreements and such a significant default is itself cause for
modifying the stay. Alagasco will be exposed to undue and onerous
obligations under the agreements, considering its increased
credit risk and the unusually volatile conditions of the current
gas market.

Alagasco also requested that Judge Robinson order modification of
the stay so that Alagasco may effect termination of the
agreements as necessary to allow Alagasco to provide gas utility
service under standard terms, to the extent Alagasco is required
to continue such service, and to require that the Debtor post a
bond securing future payment. (Pillowtex Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PLAY-BY-PLAY: Restructuring Convertible Debentures for Warrants
---------------------------------------------------------------
Play-By-Play Toys & Novelties, Inc. (Nasdaq: PBYP) reached a
definitive agreement in the form of a term sheet with the holders
of its Convertible Debentures to restructure and extend the final
maturity of the Debentures until December 31, 2002.

As part of the restructuring, the holders of the Debentures shall
relinquish their right to accelerate demand for payment of the
entire amount of debt outstanding under the Debentures, and shall
relinquish all conversion rights now associated with the
Debentures, including without limitation, rights to control board
seats.

Other terms of the restructuring include the waiver of existing
events of default outstanding under the Debentures and promissory
notes. In exchange, the holders of the Debentures shall receive
warrants to purchase up to 1.5 million shares of the Company's
common stock, and the Company must continue to meet periodic
principal and interest payment requirements and must comply with
certain financial covenants. The agreement is subject to the
payment by the Company of past due principal and interest due
under the Debentures, which the Company can make.

The holders of the Debentures have agreed to a standstill until
March 16, 2001 in order to allow the parties time to prepare and
complete final documentation. The holders of the Debentures may
not take legal action against the Company to collect on the debt
during the two-year extension period unless the Company fails to
make periodic payments or violates certain covenants.

Arturo G. Torres, Chairman and Chief Executive Officer commented,
"I am pleased that we have reached a long-term agreement with the
sub-debt holders. I believe the agreement that we have been able
to negotiate is reasonable and responsive to the interests of our
shareholders. The sub-debt refinancing issue has been a major
distraction for the Company and together with the recently
restructured terms of several material licensing agreements with
Warner Bros., we have successfully resolved two of the most
significant issues facing the Company. We are now in a better
position to focus our entire efforts on our business. We are
thankful for the support of our employees, vendors and customers
that have remained faithful to the Company."

As reported earlier, the Company recently successfully completed
a rescheduling of royalty payments to a significant licensor as
well as the reorganization of its operations and human resources
in efforts to reduce operating expenses. The Company has
finalized its tentative agreement with Warner Bros. Consumer
Products that provides for the rescheduling of royalty
obligations due under certain significant entertainment character
licensing agreements through December 31, 2002, thus preserving
its rights under these agreements. Also, the Company recently
completed a corporate reorganization which included among other
things the downsizing of its employee ranks, the closing of
duplicative warehouse activities world-wide, and the
implementation of a new sales incentive program all aimed at
cutting operating and administrative costs while increasing
productivity.

Torres further commented, "With these reorganization, financing
and licensing issues addressed we can now concentrate all of our
efforts on improving our core business. Though some of these cost
cutting measures were painful we are very optimistic about the
Company's future."

Play-By-Play Toys & Novelties, Inc. designs, develops, markets
and distributes a broad line of quality stuffed toys, novelties
and consumer electronics based on its licenses for popular
children's entertainment characters, professional sports team
logos and corporate trademarks. The Company also designs,
develops and distributes electronic toys and non- licensed
stuffed toys, and markets and distributes a broad line of non-
licensed novelty items. Play-By-Play has license agreements with
major corporations engaged in the children's entertainment
character business, including Warner Bros., Paws, Incorporated,
Nintendo, and many others, for properties such as Looney
Tunes(TM), Batman(TM), Superman(TM), Garfield(TM) and
Pokemon(TM).


PROLOGIC MANAGEMENT: Can't Pay Debts Coming Due from Operations
---------------------------------------------------------------
Prologic Management Systems Inc. provides systems integration
services, software development, proprietary software products and
related services.

The company's securities were delisted from both the NASDAQ Stock
Market and the Boston Stock Exchange in August 1998. Delisting
resulted from the ompany's failure to maintain the minimum net
tangible asset requirement of the NASDAQ Stock Market. Trading of
the company's securities may continue to be conducted on the OTC
Electronic Bulletin Board or in the non-NASDAQ over-the-counter
market. As a result, a holder of the company's securities may
find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the company's securities.

Net sales for the third quarter of fiscal 2001 were $6,253,906
compared to $8,847,056 for the same period of the prior fiscal
year, a decrease of $2,593,150, or approximately 29.3%. The
company indicates that the sales decrease was due primarily to an
economic downturn that caused clients to delay a significant
number of orders during the quarter.

Including charges related to the discontinuance of the Great
River Systems subsidiary, the company had net loss of $989,604
for the third quarter of fiscal 2000, as compared to a net loss
of $484,240 for the same period of the prior fiscal year.

Net sales for the fist nine months of fiscal 2000 were
$30,297,141 compared to $27,121,131 for the same period of the
prior fiscal year, an increase of $3,176,010, or approximately
11.7%. The sales growth was said to be due primarily to continued
demand for high-availability integrated systems at the company's
BASIS subsidiary, impacted by an economic downturn in the
December quarter that caused clients to delay a significant
number of orders during that quarter.

Including charges related to the discontinuance of the Great
River Systems subsidiary, the company had net loss of $696,945
for the first nine months of fiscal 2000, as compared to a net
loss of $943,371 for the same period of the prior fiscal year.

Historically the company has been unable to generate sufficient
internal cash flows to support operations, and has been dependent
upon capital reserves and outside capital sources to supplement
cash flow. New equity investments, lines of credit and other
borrowings, and credit granted by its suppliers have enabled the
company to sustain operations over the past several years. The
delisting of the company's securities from the NASDAQ Small Cap
Market and the subsequent lack of liquidity in the company's
securities has materially adversely affected the company's
ability to attract equity capital. Additionally, the lack of
capital resources has precluded the company from effectively
executing its strategic business plan. The ability to raise
capital and maintain credit sources is critical to the continued
viability of the company.

At December 31, 2000, Prologic had current debt obligations, or
debt that will become due within twelve months, of approximately
$1,892,534, excluding $894,509 of borrowings under its line of
credit, the term of which expires on March 31, 2001. It is
unlikely that the company will be able to service this debt from
funds generated by operations alone. As a result, the company
will require additional equity or debt financing to maintain
current operations, service current debt, and assure its ability
to achieve its plans for current and future expansion and the
company will need to either renew the line of credit, replace it
with another line of credit with similar borrowing limits, or
repay outstanding borrowings by March 31, 2001. No assurance can
be given of the company's ability to obtain any or all financing
on favorable terms, if at all.

In June 2000, Prologic engaged the investment banking firm of
Carmichael and Company to assist and advise it in connection with
the review of the company's strategic alternatives. In addition
to raising capital, possible alternatives include the sale of
certain assets, including BASIS, Inc., the company's remaining
operating subsidiary.


QUEBECOR MEDIA: Appoints Eugene Marquis as New Turnaround CEO
-------------------------------------------------------------
The telecommunications industry is currently experiencing
difficult market conditions and Vid‚otron T‚l‚com is not immune.
Faced with this company's deteriorating financial position,
Quebecor Media is forced to take appropriate measures.

Consequently, Quebecor Media has decided to refocus the company's
activities on sectors that have assured its past success, mainly
the provision of high volume telecommunications services to other
carriers and large business customers.

Vid‚otron T‚l‚com will therefore withdraw from certain activities
it had entered in recent years and which have not proven to be
economically viable. It remains Quebecor Media's intention to
sell this asset when an acceptable offer is received.

EugŠne Marquis, the architect and leader of Vid‚otron T‚l‚com
from its creation until 1998, has accepted Quebecor Media's offer
to return as head of the company. As Chief Executive Officer, Mr.
Marquis's main task will be to implement a turnaround plan and
restore Vid‚otron T‚l‚com to an acceptable level of
profitability.

"Quebecor Media requires its various components to deliver
returns that meet market expectations. Telecommunications
companies are currently under tremendous pressure due to a
definite slowing of the economy, as well as fierce competition.

The companies that focus on what they do best will survive these
pressures," said Pierre Karl P‚ladeau, President and Chief
Executive Officer of Quebecor Media. "We have full confidence in
the ability of Mr. Marquis to put Vid‚otron T‚l‚com back on track
towards profitability that is worthy of companies in the Quebecor
group," added Mr. Peladeau.

The turnaround plan will result in the elimination of 420
positions between now and August 31, 2001, the end of the
company's fiscal year. The eliminations will be effected
gradually beginning today.

"Vid‚otron T‚l‚com must return to its traditional activities to
restore growth and profitability. I am personally convinced that
the turnaround plan we are implementing now will produce results
quickly for the benefit of the company, its customers and its
employees," said Mr. Marquis.

Today's actions will maximize the value of Vid‚otron T‚l‚com and
Quebecor Media will continue to be open to discussions with those
interested in the potential of this company.

Quebecor Media Inc. is a subsidiary of Quebecor Inc. (TSE: QBR.A,
QBR.B) with operations in Canada, the United States, Chile,
France, Spain, Italy and the United Kingdom. It is active in the
newspaper sector (Sun Media Corporation), Internet integration
technology (Nurun and Mindready), Internet portals (Canoe and
Netgraphe), music (Archambault Group), books and magazines,
retail video sales (SuperClub Vid‚otron), business
telecommunications (Vid‚otron T‚l‚com) and remote surveillance
(Protectron). Contingent upon CRTC approval and pending a
decision in May or June 2001, its Internet access and cable
(Vid‚otron lt‚e) and broadcasting subsidiaries (TVA Group Inc.)
are under the control of trustees.


SERVICE MERCHANDISE: Seeks Further Extension to Decide on Leases
----------------------------------------------------------------
As previously reported, of Service Merchandise Company, Inc.'s
147 continuing leasehold interests, the Section 365 deadline for
assuming or rejecting unexpired leases of non-residential real
property has been extended to plan confirmation as to 113 of
those interests. Of the remaining 34 unexpired leases for the Go-
Forward Stores, upon the objections of various landlords and
after a contested hearing, the Court ordered that the deadline
for assuming or rejecting the leases be extended to March 31,
2001. In this motion, the Debtors requested for a further
extension of the time within which they may assume or reject
these 34 unexpired leases until plan confirmation.

The Debtors told the Court that, as to nine of these stores, the
Debtors have concurrently filed separate motions seeking to
assume the underlying leases, and the relief requested is thus
only precautionary in the event any such request for lease
assumption is denied. Such filing of assumption, the Debtors
asserted, indicates their willingness to assume leases under
appropriate circumstances.

With respect to the other 25 leases, however, the Debtors
represent that they are not in a position to make decisions
regarding assumption/rejection in light of the variables in the
decision making process. These variables, the Debtors said, are
related to the market for retail space and the Debtors' financial
performance at a particular location.

The Debtors told Judge Paine that for the past year, thousands of
fee-owned and leasehold properties have been put on the market by
retailers that have filed for chapter 11 or that are otherwise
restructuring or liquidating their operations. Many of these
properties are in the same geographic area and in some cases in
the same shopping center as the Debtors' locations and could have
a significant impact on the value and marketability of the
Debtors' properties. According to the Debtors, all retailers,
including Service Merchandise, are dealing with this new,
difficult retail environment where billions of dollars of assets
have been unexpectedly forced on the market. Thus, the Debtors
have modified their previously planned real estate renovation
expenditures for 2001 to be more closely aligned with interest in
their subleasing program in this market condition.

The relative financial performance of the Debtors' individual
store, which is also a factor in determining the
assumption/rejection of the lease, has changed significantly in
light of the recent changes made to the Debtors' operations.

Therefore, the Debtors believe it would not be prudent to
determine now whether to assume or reject all of the leases with
respect to the Objecting Go-Forward Stores where the future
relative financial performance of a store remains subject to
change as the Debtors' business plan evolves and is further
implemented.

The Debtors advised the Court that they have remained current on
their administrative obligations, including leasehold
obligations, throughout the course of their chapter 11 cases. The
Debtors also assert that they are often anchor tenants and their
continued possession of their premises benefits the landlords.

The Debtors concluded that in light of their progress in their
chapter 11 cases, the continuing implementation of their
strategic real estate initiatives and the lack of prejudice to
any affected landlords, it is appropriate to extend the Section
365 Deadline to plan confirmation as to the 34 locations not
already subject to that timeframe.

          Objection By Ramco-Gershenson Properties, L.P.

Landlord Ramco-Gershenson Properties, L.P. objected to the
Debtors' motion with respect to:

Store #            Location                    Mall
-------            --------                    ----
  531       Sterling Heights, Michigan       Clinton Valley
                                             Shopping Center
  126       Roseville, Michigan              Roseville Plaza
  533       Novi, Michigan                   West Oaks I
  260       Lakeland, Florida                Shoppers of Lakeland

Ramco pointed out that the Debtors have requested for the
extension not to evaluate the value of its leases, but to
evaluate the market which is ever changing, which the Debtors
frankly stated in the Motion. This, the landlord said, is a way
to shift the burden of adverse market moves to the Landlord and
does not constitute "cause" for the requested extension.

In refuting the reason cited by the Debtors that they need more
time to make sound decision for the assumption/rejection because
the leases are valuable assets, Ramco drew the Court's attention
to the more than $4,000,000 that the Debtors have spent on
determining the value of their leasehold interests over the past
two years, based on the amount of $4,129,148 that the Debtors
have paid to certain professionals from April 25, 2000 through
December 31, 2000.

Ramco reminded the Court that the Debtor's previous request for
an extension through plan confirmation with respect to the 34 Go-
Forward Stores under question was rejected by the Court. Ramco
noted that in doing so, the Court acknowledged in its Memorandum
dated February 2, 2000 "that an open-ended extension is
inconsistent with the spirit and intent of the Code." Ramco
criticized the Debtors' filing of the motion as persistence "on
seeking further unlawful extensions because it knows that most
landlords cannot afford to continue to incur additional
substantial expense to preserve the rights provided to them under
the Code." Such actions, the landlord said, are done in bad faith
and should not be condoned.

Ramco-Gershenson drew the Court's attention to the 1984 "Shopping
Center" Amendments. Prior to its enactment, the time for the
assumption or rejection of all leases of a Chapter 11 debtor was
governed by the then Section 365(d)(2), which permitted
assumption or rejection "at any time before the confirmation of a
plan." The landlord observes that the revision of the Code was a
response by Congress to the hardship that the scheme caused to
the landlords. The landlord observed that in enacting the 1984
amendments, Congress specifically eliminated the category of non-
residential real estate leases from Section 365(d)(2) and placed
them in the newly-enacted Sections 365(d)(3) and (d)(4),
eliminating a debtor's ability to seek a one time extension
through confirmation.

About SMCO in particular, Ramco asserted that the lengthy and
open-ended extension requested in the Debtors' motion is highly
prejudicial to Landlord and its other tenants as it creates
uncertainty vis-a-vis the Lease through both the Fall Back-to-
School and Christmas seasons. If Debtor were to reject one or
more of Landlord's Leases in June of this year, the landlord
observed, the store closing could be devastating on the affected
center as Landlord would not have sufficient time to find a
replacement tenant before the Fall Back-to-School and Christmas
season and would be left with a substantial amount of dark square
footage in the Shopping Center during these most critical times
of the year for retail sales.

The landlord concluded that "Cause" simply does not exist for any
further extension of the Section 365(d)(4) deadline and the
Debtors' motion should be denied. Ramco indicated that it is,
however, willing to accommodate Debtor by agreeing to a final
extension through May 30, 2001, upon the condition that Debtor be
required to operate the premises and pay rent through the
extended deadline.

                Objection By Pompano Plaza, Ltd.

Pompano Plaza, Ltd. landlord of the Pompano Plaza Shopping
Center, a 145,000 square foot shopping center in Pompano Beach,
Florida, told Judge Paine that:

      (a) uncertainty surrounding the lease prevents financing of
          renovations;

      (b) the remaining tenants in the shopping center are
          threatening to vacate;

      (c) the center is in violation of the Building Code; and

      (d) the Debtors' efforts to sublease its excess space are
          hopeless.

While the Debtors asserted that their occupancy benefits
landlords, the Pompano landlord believes that it is impossible to
obtain financing to renovate the property when its anchor tenant
is in bankruptcy, has refused to assume or reject the Lease, and
is able to terminate the Lease at any time on 30 days' notice.

Pompano told the Court that as landlord it has maintained a
renovation plan for the Shopping Center and has remained ready to
commence construction. Their architect estimates that such
renovation will require financing in excess of $1 million.
However, the Shopping Center is subject to a substantial first
mortgage and no lender is willing to fund renovations given the
uncertainty surrounding SMCO's occupancy. As a result, the
Shopping Center is deteriorating and in need of renovation. Two
other tenants occupying the Shopping Center, Office Depot, Inc.
and Linen Supermarket, Inc. have both threatened to vacate unless
necessary repairs are made.

Because of deferred maintenance issues, the Shopping Center
remains under continuous scrutiny by the city of Pompano Beach,
Florida. The city has cited the Shopping Center repeatedly over
the past two years for building violations. For example, the
building code requires substantial renovation to the center's
parking lot. However, if the Lease is rejected, the tenant
improvements required to lease the space vacated by SMCO would
destroy any parking lot renovations. Therefore, it is pointless
to renovate the parking lot in light of the uncertainty of the
lease, the landlord told Judge Paine.

The Debtors lease 86,000 square feet, of which 31,500 square feet
is subleased to Marshalls, Inc. of Pompano, Florida. SMCO has
downsized its space to 25,000 square feet and has vacated 30,000
square feet, which remains empty in spite of its inclusion in the
Debtors' Strategic Subleasing Program. The landlord notes that
the Debtors have not allocated any funds to downsize and to
partition and demise the vacant space but there are only
temporary partitions separating SMCO's downsized store from the
vacant 30,000 square feet of unused space.

Like the Debtors, the landlord believes that recent bankruptcies
and retail downsizings have increased the competing space on the
local market and enhanced the sublease packages being offered.
The landlord believes that the Debtors are holding an unrealistic
view of the value of the vacant space and will not be able to
realize any material value from the space, in a retail market
that is fiercely competitive and overbuilt.

The Pompano landlord concluded that no "cause" exists for an
Additional Extension. In light of the negative impact of the
Debtors' continued possession of the lease on the lessor, the
landlord asked that the Court compel the Debtors to assume or
reject the Lease on or before March 31, 2001. (Service
Merchandise Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SUNSHINE MINING: New Common Stock Trades Under SSMR Symbol
----------------------------------------------------------
Sunshine Mining and Refining Company (OTCBB:SSCFQ) announced that
its "new common stock" will begin trading today, March 1, 2001.
The symbol for the "new common stock" will be SSMR. The CUSIP
number will be 867833-60-0.

As previously reported, due to the bankruptcy reorganization, the
"old common stock" of Sunshine was cancelled (as are all issues
of previously issued warrants). Accounts holding 100 or more
shares of "old common stock" will receive the number of shares of
"new common stock" equal to 3.52% of the number of "old common"
shares owned. Fractional interests will be rounded to the next
higher number for each account. (In other words, a holder of
1,000 shares of "old common stock" will receive 36 shares of "new
common stock.") No action by holders of "old common stock" is
required. Accounts holding fewer than 100 "old common" shares
will not receive any "new shares."

Sunshine Mining news releases and information can be accessed on
the Internet at: www.sunshinemining.com.


TRAVELNSTORE.COM: Hires Stonefield Josephson as New Accountant
--------------------------------------------------------------
Effective February 15, 2001 TravelnStore.com retained Stonefield
Josephson, Inc. to act as the company's independent certified
public accountant. In this regard Stonefield replaced Farber &
Hass LLP which audited the company's financial statements for the
fiscal year ended December 31, 1999 and for the period August 18,
1998 (date of inception) to December 31, 1998.

F&H stated in their report to the company's financial statements
for the year ended December 31, 1999 and for the period ended
December 31, 1998 that, because the company has incurred
substantial losses from operations since inception and has a
substantial deficit in its working capital and shareholder
equity, there is substantial doubt as to the company's ability to
continue as a going concern.

The change in the company's auditors was approved by the board of
directors of the company. The company does not currently have an
audit committee.


US INTERACTIVE: Nasdaq Delists Equity Securities
------------------------------------------------
U.S. Interactive, Inc. (Nasdaq:USIT) received a Nasdaq Staff
Determination indicating that the Company has failed to comply
with certain requirements for continued listing of its securities
on The Nasdaq Stock Market, including failure to maintain
compliance with certain Marketplace Rules such as the market
value of the publicly traded shares and the minimum bid price
requirement, public interest concerns raised by the Company's
Chapter 11 filing, and concerns regarding the residual equity
interest of existing stockholders.

Nasdaq has informed the Company that the Company's securities
will be delisted from the Nasadaq National Market at the opening
of business on February 28, 2001.

The Company has informed Nasdaq that it believes the filing of
the Chapter 11 bankruptcy petition operates as a stay applicable
to Nasdaq and any action to delist the Company's securities. The
Company has also filed an appeal of the Nasdaq decision. Pending
a decision of the appeal, the trading halt in the Company's
securities will remain in effect.

                About U.S. Interactive, Inc.

US Interactive(R) (Nasdaq:USIT) is an Internet professional
services company that provides customer management solutions to
the communications and financial services industries.


WESTERN MUTUAL: S&P Junks Insurer's Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on
Western Mutual Insurance Co. (UT) to triple-'Cpi' from double-
'Bpi'.

This rating action reflects continued deterioration in the
company's claims experience, leading to net losses in 1999
through to the third quarter of 2000. As a result, capital
strength has been depleted to a level considered extremely weak.

The company, owned by its policyholders, provides accident and
health coverage in Utah, Montana, Idaho, and Nevada. Business is
principally derived from two sources: Western Petroleum Marketers
Association, a trade association servicing the Rocky Mountain
region; and Montana Retail Association, a coalition of Montana-
based trade associations. The company commenced operations in
1987.

Major Rating Factors:

      -- The company has experienced exceptionally high losses in
         1999 and into the third quarter of 2000, in comparison to
         its surplus level. Losses have amounted to $1.35 million
         in this period, on a capital base (as of Sept. 30, 2000)
         of $1.3 million.

      -- Capitalization has fallen to the very weak level, as
         indicated by Standard & Poor's capital adequacy ratio,
         and financial strength is considered limited.

      -- The company's scope of operation is limited, relying for
         the majority of its business on Western Petroleum
         Marketers Association and Montana Retail Association.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than
ratings without a 'pi' subscript. Ratings with a 'pi' subscript
are reviewed annually based on a new year's financial statements,
but may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may be
assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group, Standard & Poor's said. --
CreditWire.


WHEELING-PITTSBURGH: Court Approves Stipulations with Cananwill
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. asked for and obtained Judge
Bodoh's approval of the Debtors' stipulations with Cananwill,
Inc., and WHX Corporation. The Debtors are direct and indirect
subsidiaries of WHX, which also owns or controls a number of
other operational businesses, including Unimast, Inc., and Handy
& Harman. Before the Petition Date, WHX purchased insurance on
behalf of itself and its subsidiaries, including the Debtors.

In most cases, Wheeling-Pittsburgh Steel Corporation, as the
largest of WHX's direct and indirect subsidiaries, was
responsible for paying the full premium due in respect of the
policies, allocated this premium among itself, WHX, and other of
WHX's subsidiaries according to standard insurance practices, and
charged the other named insureds under the policies their pro
rata share of these premiums through intercompany accounts.

On the Petition Date, the Debtors, WHX, and certain of WHX's
other subsidiaries were named insureds under the policies of
insurance which insure the Debtors against, among other things,
damage or loss to property and equipment, and provide the Debtors
with additional general liability, automobile, and workers'
compensation insurance. Before the Petition Date, WHX entered
into two Commercial Insurance Premium Finance and Security
Agreements with Cananwill for the purpose of financing the
premiums payable in connection with the policies. Cananwill
loaned the total sum of $4,549,350.25. Each loan is repayable in
equal monthly installments. As of the Petition Date, Cananwill
had received five payments aggregating $394,776.80 on one policy,
and one payment of $596,444.53 on the other. To secure this
loan, WHX granted Cananwill a security interest in all sums
payable to the insureds under the policies, including, among
other things, any gross unearned premiums and any payment on
account of loss which results in a reduction of unearned premium
in accordance with the policies' terms. Cananwill can cancel the
policies and collect any unearned premiums or other amounts
payable under the policies upon an occurrence of an event of
default. An event of default occurs, inter alia when an
installment payment is not paid to Cananwill in accordance
with the terms of the finance agreements, or any other terms of
the finance agreements are not met.

The Debtors are the primary beneficiaries of the policies. Under
the Debtors' current allocation of premiums, WPSC is responsible
for 96.5% of the premium for the property policy, and 57% of the
premium for the umbrella policy. The Debtors' allocation of the
premium for the property policy was calculated on the basis of
the insurable value of assets owned by the named insureds by
location. The Debtors' allocation of the premium for the umbrella
policy was calculated on the basis of sales because third-party
liability typically arise out of product claims.

As of the Petition Date, Cananwill was owed $3,657,622.54,
exclusive of late charges and costs of collection, which sum
includes principal and finance charges accrued and to be accrued.

The key provisions of the Stipulations are:

      (a) Upon payment in full of the indebtedness owed to
Cananwill, Cananwill waives any claim to late charges and
interest on penalties with respect to any payments made in
accordance with the Stipulations;

      (b) Debtors agree to pay to Cananwill the sum of $45,004.56
in one installment on the second business day following the entry
of the Stipulations with respect to the first premium agreement,
related to its pro rata share of the premium with respect to the
umbrella policy;

      (c) Debtors agree to pay to Cananwill the sum of
$3,454,413.82 in an installment of $1,151,137.94 on the second
business day following the entry of the Court's order approving
the Stipulations, and in equal monthly installments of
$575,568.97 on the first day of each month until paid in full,
with respect to the second policy, related to its pro rata share
of the premium with respect to the property policy;

      (d) WHX agrees to pay to Cananwill the sum of $33,950.81 in
one installment on the second business day following the entry of
the Stipulations with respect to the first premium agreement,
related to its pro rata share of the premium with respect to the
umbrella policy;

      (e) WHX agrees to pay to Cananwill the sum of $125,253.36 in
an installment of $41,751.12 on the second business day following
the entry of the Court's order approving the Stipulations, and in
equal monthly installments of $20,875.56 on the first day of each
month until paid in full, with respect to the second policy,
related to its pro rata share of the premium with respect to the
property policy. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 609/392-0900)

                           *********

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

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

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

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


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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