---

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

              Friday, March 2, 2001, Vol. 5, No. 43

                            Headlines

ACCESSAIR: Ceases Operations After Failing To Raise Capital
ARMSTRONG: Asks For 6 More Months of Chapter 11 Plan Exclusivity
BRIDGE INFORMATION: Court Okays Use Of Existing Bank Accounts
CORAM HEALTCARE: Taps Harrison J. Goldin as Restructuring Advisor
DANKA BUSINESS: Formulates 3-Part Out-of-Court Restructuring Plan

DIMAC HOLDINGS: Plan of Reorganization Declared Effective Feb. 28
DT INDUSTRIES: Appoints Three New Division Presidents
FINE AIR: Looks Toward Emerging from Chapter 11 in May
FINOVA CAPITAL: Fitch Slashes Senior Debt Rating to DD
FRUIT OF THE LOOM: Greenville Swaps Land for Sewer Services

FUTECH INTERACTIVE: Janex Buying Conductive Ink Assets for Stock
GARDENBURGER: Common Stock Kicked-Off Nasdaq List
GENESIS WORLDWIDE: Bank Forbearance Period Extended To April 30
GOLF TRUST: Directors Unanimously Adopt Plan of Liquidation
HARNISCHFEGER: Moves To Reinstate Claim Filed By FNB Corporate

HEILIG-MEYERS: Moody's Cuts Credit Card Securitization Ratings
ICG COMMUNICATIONS: Walking Away from Twelve Real Property Leases
IDEALAB: Shuts Down Refer.com Operating Unit
INTEGRATED HEALTH: CMS Resolves Money Issues With 3 Facilities
JUNIORNET: Lays-Off Staffers & Seeks Investor

KEVCO INC.: Selling Sunbelt Wood Assets to Universal Forest
LERNOUT & HAUSPIE: BBNT Presses For Decision On Bylos Agreement
LOEWEN GROUP: Ruling Paves Way for NAFTA Litigation to Proceed
LTV CORPORATION: Pays DIP Loan Appraisal Fee To Chase
MUSE TECHNOLOGIES: Appeals Stock Delisting to Nasdaq

OUTBOARD MARINE: PBGC Takes Over $73MM Underfunded Pension Plan
OWENS CORNING: Debevoise & Plimpton Makes Asbestos Disclosures
PHENIX BIOCOMPOSITES: Files Chapter 11 in Minneapolis
PILLOWTEX: Obtains Approval To Pay Vendors & Service Providers
QUALITY STORES: Moody's Cuts Bank Debt To B3 & Junks Senior Notes

SEMICONDUCTOR LASER: Restructuring Equipment Lease Obligations
SERVICE MERCHANDISE: Removal Period Extended to April 30
TITAN MOTORCYCLE: Secures Approval For Additional $250K DIP Loan
TRANS WORLD: Three Purchasers Submit Competing Bids for Assets
TRANS WORLD: American Offers to Roll-Up Frequent Flyer Programs

TRANS WORLD: Pilots Favor American Airlines in Bankruptcy Bidding
TRANSTEL S.A.: Taps Rothschild In Debt Restructuring
WALLACE'S BOOK: Case Summary & 20 Largest Unsecured Creditors
WHEELING-PITTSBURGH: Moves To Hire McDermott As Labor Counsel
WORLDWIDE WIRELESS: Company Says SEC Approves(?) $20MM Financing

BOOK REVIEW: TAKEOVER: The New Wall Street Warriors:
                        The Men, The Money, The Impact

                            *********

ACCESSAIR: Ceases Operations After Failing To Raise Capital
-----------------------------------------------------------
AccessAir has ceased operations, just two weeks before it was to
present a reorganization plan to keep the regional airline
flying.  "I am deeply disappointed that our vision for affordable
air service for central Iowa will not be realized," said John
Ruan III, AccessAir's principal backer, Tuesday.  "I was unable
to obtain the necessary level of capital support for the airline.
That, coupled with low passenger loads, made it impossible to
overcome the financial burden of maintaining a community-based
airline," Ruan said.  He further stated AccessAir, which
previously withdrew its reorganization plan filed under Chapter
11 in the U.S. Bankruptcy Court, apparently will proceed to a
Chapter 7 liquidation. (New Generation Research, February 28,
2001)


ARMSTRONG: Asks For 6 More Months of Chapter 11 Plan Exclusivity
----------------------------------------------------------------
Armstrong World Industries Inc. has asked a bankruptcy court for
its first extension of its exclusive chapter 11 plan filing
periods, which would bar other parties from filing competing
plans in the case for an additional six months, according to Dow
Jones. "The possibility of a third-party plan potentially could
cripple the debtors' ongoing operations, diminish asset values
and jeopardize the entire reorganization effort," Armstrong said
in a recently filed motion.

The U.S. Bankruptcy Court in Wilmington, Del., is scheduled to
consider the extension request at a hearing on March 7.

Objections to Armstrong's Motion are due today (Friday).  The
company-the chief operating subsidiary of non-bankrupt floor
manufacturer Armstrong Holdings Inc.-seeks to maintain plan
exclusivity from April 5 through Oct. 5. If it files a plan by
April 5, the company further seeks to maintain its exclusivity
through Nov. 4 while it solicits plan votes.

According to the request, the company hasn't yet had a chance to
develop a business plan because it has devoted its time to
stabilizing operations and addressing emergencies that must be
attended to during the early stages of a chapter 11 case.
Armstrong World and two of its wholly owned subsidiaries filed
for chapter 11 bankruptcy protection on Dec. 6 to resolve more
than 173,000 asbestos-related personal injury and wrongful death
actions. In a quarterly report filed Nov. 14 with the Securities
and Exchange Commission, Armstrong's parent estimated the cost of
asbestos-related liability through 2006 to be between $758.8
million and $1.36 billion. (ABI World, February 28, 2001)


BRIDGE INFORMATION: Court Okays Use Of Existing Bank Accounts
-------------------------------------------------------------
Bridge Information Systems, Inc. reminded the Court that the
Office of the United States Trustee has established certain
operating guidelines for debtors-in-possession in order to
supervise the administration of chapter 11 cases. These
guidelines require chapter 11 debtors to, among other things: (a)
close all existing bank accounts and open new debtor-in-
possession bank accounts; (b) establish one debtor-in-
possession account for all estate monies required for the payment
of taxes, including payroll taxes; and (c) maintain a separate
debtor-in-possession account for cash collateral.

Deborah Grossman, Bridge's Senior Vice President and Treasurer,
told the Court that the U.S. Trustee's guidelines won't work in
these chapter 11 cases. Bridge uses scores of bank accounts
around the globe through which the company manages cash receipts,
disbursements and investments for their corporate enterprises.
The Debtors routinely deposit, withdraw and otherwise transfer
funds to, from and between such accounts by various methods
including check, wire transfer, automated clearing house transfer
and electronic funds transfer. In addition, the Debtors generate
thousands of accounts payable and payroll checks per month from
the Bank Accounts, along with various wire transfers.

The Debtors sought a waiver of the United States Trustees
requirement that the Bank Accounts be closed and that new
postpetition bank accounts be opened. If the Guidelines were
enforced in these cases, these requirements would cause enormous
and unnecessary disruption in the Debtors' businesses and would
significantly impair their efforts to reorganize.

Ms. Grossman explained that the Debtors' Bank Accounts are part
of a carefully constructed and highly automated Cash Management
System that ensures the Debtors' ability to efficiently monitor
and control all of their cash receipts and disbursements.

Consequently, closing the existing Bank Accounts and opening new
accounts inevitably would result in delays in payments to
administrative creditors and employees, severely impeding the
Debtors' ability to ensure as smooth a transition into chapter 11
as possible and, in turn, jeopardizing the Debtors' efforts to
successfully confirm a plan in a timely and efficient manner.
Additionally, as a result of the Debtors' diminished staff which
is responsible for the cash management system, requiring the
Debtors to replace their Bank Accounts would impose a daunting
administrative burden. Finally, because the Debtors' disbursement
systems are integrated with their banks to allow for automatic
bank reconciliations, replacing the Bank Accounts would require
systemic changes which would be difficult to implement.

Accordingly, the Debtors requested that their pre-petition Bank
Accounts be deemed to be debtor-in-possession accounts, and that
the Company be permitted to maintain and continue use, in the
same manner and with the same account numbers, styles and
document forms as those employed prepetition, be authorized,
subject to a prohibition against honoring prepetition checks
without specific authorization from this Court.

Recognizing the need for relief from the U.S. Trustee's
Guidelines in a billion-dollar chapter 11 case, and noting that
in other cases of this size, courts have routinely recognized
that the strict enforcement of bank account closing requirements
does not serve the rehabilitative purposes of chapter 11, Judge
McDonald granted the Debtors' Motion in all respects. (Bridge
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CORAM HEALTCARE: Taps Harrison J. Goldin as Restructuring Advisor
-----------------------------------------------------------------
Bankruptcy Judge Mary Walrath granted Coram's motion requesting
permission to retain bankruptcy expert and former City of New
York Comptroller Harrison J. Goldin as an independent
restructuring advisor. He will report to the independent members
of Coram's Board of Directors, assisting them in their
deliberations with respect to Coram's current status and in the
development of a fair and equitable plan of reorganization. In
accordance with the court's instructions, it is also anticipated
that Mr. Goldin will attempt to mediate a resolution of the
pending disputes among the parties in interest.

At the same hearing, Judge Walrath denied without prejudice the
motion of the Equity Committee that sought permission to sue a
former board member, Stephen A. Feinberg; Coram Healthcare
Corp.'s largest noteholder, Cerberus Partners L.P.; and Coram's
Chairman, President and CEO, Daniel D. Crowley.

Denver-based Coram Healthcare, through its subsidiaries,
including all branch offices, provides home infusion therapies
and support for clinical trials, medical product development and
medical informatics. (ABI World, February 28, 2001)


DANKA BUSINESS: Formulates 3-Part Out-of-Court Restructuring Plan
-----------------------------------------------------------------
Danka Business Systems PLC announced a comprehensive plan,
consisting of three parts, to reduce and refinance its
indebtedness:

    (1) the sale of Danka's outsourcing division, Danka Services
        International,

    (2) an exchange offer for all $200 million of Danka's
        outstanding 6.75% convertible subordinated notes due
        April 1, 2002 (CUSIP Nos. G2652NAA7, 236277AA7, and
        236277AB5),

    (3) and the refinancing of Danka's existing senior credit
        facility.

Danka is currently holding discussions with a select number of
parties who have expressed an interest in acquiring Danka
Services International. The company anticipates that it will
close the sale of Danka Services International during its next
fiscal quarter. Danka will be required to obtain shareholder
approval for the sale of Danka Services International. Proceeds
from the sale will be used primarily to repay a substantial
portion Danka's existing bank debt. Danka Services International,
which is headquartered in Rochester, N.Y., has over 3,000
employees and operations in 13 countries throughout North America
and Europe.

Danka's existing credit facility, which had a balance of
approximately $551.3 million as of December 31, 2000, matures in
March 2002. Danka and its advisors are currently meeting with a
number of lenders to discuss the terms of a new credit facility.
Under the company's refinancing plan, the new credit facility,
along with the proceeds from the sale of Danka Services
International, will be used to repay the existing bank debt in
full. Danka plans to have commitments for a new credit facility
in place during its next fiscal quarter.

Danka also announced the details of an exchange offer for its
existing $200 million 6.75% convertible subordinated notes. Under
the exchange offer, holders can choose to exchange old notes for
cash, new 9% senior subordinated notes due 2004, new 10%
subordinated notes due 2008 or a combination of these three
options.

Holders of the old notes who choose the cash option will receive
$400 in cash for each $1,000 principal amount of their old notes.

However, the company will purchase no more than $40 million
principal amount of old notes for cash, and holders tendering for
cash will be subject to adjustment as described below if the cash
option is oversubscribed. Holders who choose new 9% notes will
receive $500 principal amount of new 9% senior subordinated notes
due April 1, 2004 for each $1,000 principal amount of their old
notes. Holders who choose new 10% notes will receive $1,000
principal amount of new 10% subordinated notes due April 1, 2008
for each $1,000 principal amount of their old notes.

If the cash option is oversubscribed, the company will purchase a
total of $40 million principal amount of old notes for $16
million in cash and will exchange $500 in principal amount of new
9% notes for every $1,000 principal amount of old notes tendered
for cash in excess of $40 million. Each holder who elects the
cash option will be treated on a pro rata basis and will receive
cash and new 9% notes in the same proportion as all other holders
who elect the cash option.

The exchange offer will expire at 5:00 p.m. EST, on March 20,
2001, unless extended. Holders must tender their old notes on or
prior to the expiration date in order to receive the exchange
consideration. The exchange offer is subject to certain
conditions, including participation by holders of at least 95% of
the old notes, the refinancing of Danka's existing senior bank
debt, the closing of the sale of Danka Services International and
other customary conditions.

A preliminary registration statement relating to the new notes
has been filed with the Securities and Exchange Commission but
has not yet become effective. The new notes may not be sold nor
may tenders be accepted prior to the time the registration
statement becomes effective.

Banc of America Securities LLC is the exclusive dealer manager
for the offer. D.F. King & Co., Inc. is the information agent and
HSBC Bank USA is the exchange agent. Copies of the Preliminary
Prospectus and Exchange Offer may be obtained by calling D.F.
King at (800) 769-4414 or (212) 269-5550 (collect). Additional
information concerning the terms and conditions of the offer may
be obtained by contacting Banc of America Securities LLC at (888)
292-0070.

Danka Business Systems PLC, headquartered in London, England and
St. Petersburg, Florida, is one of the world's largest
independent suppliers of office imaging equipment and related
services, parts and supplies. Danka provides office products and
services in approximately 30 countries around the world.

Danka Services International, the outsourcing division of Danka
Business Systems PLC, provides on-and off-site document
management services, including the management of central
reprographics departments, the placement and maintenance of
photocopiers, print-on-demand operations and document archiving
and retrieval services.


DIMAC HOLDINGS: Plan of Reorganization Declared Effective Feb. 28
-----------------------------------------------------------------
DIMAC Holdings, Inc., together with its direct and indirect
subsidiaries (excluding AmeriComm Holdings, Inc. and AmeriComm
Direct Marketing, Inc.), announced that following approval from
the U.S. Bankruptcy Court in Wilmington, Delaware, it has
successfully emerged from chapter 11 protection, having
implemented an operational and balance sheet reorganization.

The Company's Plan of Reorganization, which became effective
yesterday, received the support of all major constituencies,
including its secured bank lenders and its Official Unsecured
Creditors Committee.

Since filing for chapter 11 protection on April 6, 2000,
operational, strategic repositioning and financial changes have
helped DIMAC to establish a newly strengthened position. Under
the direction of new Chairman and CEO Robert "Kam" Kamerschen,
the Company has enhanced its management team, consolidated
operations, been repositioned into a customer-centric solutions
provider, added online and offline capabilities, and improved
profitability and long-term growth prospects.

Specifically:

      - DIMAC reduced its total debt from approximately $396
        million to approximately $131.9 million, and its ongoing
        debt service from approximately $40 million to less than
        $11 million annually.

      - DIMAC arranged a $20 million revolving credit facility in
        the form of a 30-month loan, which will provide liquidity
        going forward.

      - DIMAC successfully recruited a number of highly qualified
        new executives at both the holding company and operating
        subsidiary levels, producing one of the strongest
        management teams in the direct response marketing
        business.

      - DIMAC identified and sold four of five non-strategic
        businesses for approximately $64.6 million in gross
        proceeds and expects to liquidate the remaining non-
        strategic unit within the next 12 months for an additional
        $16 million to $19 million in gross proceeds. The Company
        also initiated a strategically driven consolidation of
        production and fulfillment operations, and began the
        integration process to create more efficient, cohesive
        operations and overall competitive fitness.

      - DIMAC re-defined its core business units and ensured their
        strategic fit with the Company's "premier problem-solving
        partner" vision. The four ongoing strategic business units
        are now: DMW Worldwide (Agency Services); MBS (Information
        and Insights Services); Palm Coast Data (Direct Response
        Management and Value-Added Fulfillment Services), and
        DIMAC Direct ("Total Program Management" Direct Mail
        Services and Products).

      - DIMAC entered into strategic Kieretsu partnerships with
        more than a dozen leading e-commerce organizations,
        providing a wide range of Internet centric direct
        marketing capabilities, led by the newly created
        Interactive Strategic Solutions group.

      - DIMAC created a new National Sales and Marketing
        organization to execute customer-centric initiatives
        across the many direct marketing capabilities of this
        total solutions company.

      - DIMAC has changed its name (from DIMAC Marketing
        Corporation) to DIMAC Marketing Partners, Inc., in order
        to align the name of the Company with its vision to be the
        "premier problem-solving partner for targeted industry
        clients by providing integrated, insightful and innovative
        analog and digital direct response marketing solutions."

Mr. Kamerschen said: "Our successful reorganization may be a
first for a company in the direct response marketing business,
serving as real testimony to the strengths of our team members,
client base, and powerful portfolio of products and services. We
achieved our objectives of significantly reducing debt,
strengthening our balance sheet and improving our capital
structure --- allowing for the Company's future growth. DIMAC's
operating strategies, structure and practices have been improved
and transformed, and we are now a healthier concern, well
positioned to be a major player in the value-added direct
response marketing services industry."

During the chapter 11 process, DIMAC's core strategic business
units were able to retain most of their major clients, while
attracting new customers. For example, Palm Coast Data had a 40%
increase in revenues in 2000, triggered by a state-of-the-art
Internet solution for its publishing client base and is expected
to generate healthy, double-digit revenue growth in 2001.
Collectively, the four core DIMAC businesses are projecting
revenues in excess of $180 million in 2001, representing strong
growth while producing an EBITDA roughly comparable to its then
nine (core and non-core) business units achieved in 2000. DIMAC
serves the marketing needs of many of America's leading companies
including, AT&T, Chase Manhattan, Bloomingdales, Wal-Mart,
Microsoft, U.S. News & World Report, and Ziff Davis.

DIMAC provides a comprehensive range of integrated and insightful
direct response marketing solutions, which are supported by
creative strategy/agency services, database strategy/management
services and "Total Program Management" direct mail services and
products.


DT INDUSTRIES: Appoints Three New Division Presidents
-----------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII) a leading designer,
manufacturer and integrator of automated production systems,
appointed three seasoned managers to assist in leading its
initiative to make operations more profitable and efficient. All
three have backgrounds in successfully managing operational
turnaround situations.

"These senior executives will play a critical role in improving
operations at three of our divisions for the benefit of
customers, employees, and shareholders," said Stephen J. Perkins,
DTI's president and CEO. "They will concentrate on the three key
areas targeted for improved operational discipline -- risk
management, project management and customer relations. We are
excited to have the benefit of three extremely experienced
executives, and we expect them to make immediate positive
contributions to our performance. This is part of our ongoing
commitment to make rapid and aggressive changes at DT Industries,
leading to operational and financial improvement."

Among other restructuring initiatives reported in the February 9
edition of the Troubled Company Reporter, DT Industries is also
working to refinance the $140.0 million term and revolving senior
credit facility that expires on July 2, 2001.  The Company is
exploring various avenues of funding and is currently in
discussions with potential lenders.  The Company has retained
William Blair & Co. as its financial advisor in conjunction with
these discussions.

With respect to the three executives:

      * Dan Kelly will become President of DT-Midwest;

      * Jim Ririe will become President of the newly organized
        DT-Automated Packaging Systems (which incorporates several
        previously separate DT businesses), and

      * Wayne Uhl will take over as President of DT-Hansford.

All three will report to John Schott, chief operating officer.

Schott explained: "Dan, Jim and Wayne have immediate mandates to
implement processes, controls, and information systems to enhance
the operational results of their respective divisions. Risk
management includes doing a thorough job of identifying and
assessing the magnitude of project risk during the quotation
phase. Our goal is to identify higher risk projects and mitigate
the problems before and during execution. This should also help
avoid unexpected cost overruns.

"Project management, our second strategic focus, involves
improving the processes and systems in place to accurately track
and forecast ongoing projects at each division. The company's
profitability, cash generation and ability to complete projects
on time and on budget have been impacted in the past due to a
lack of execution. Increased controls and strong leadership from
our executives will greatly improve project management.

"Finally, our new executives will focus their operations on
better customer relations, which will ensure that the
expectations of both the company and the customer are aligned. A
lack of communication has resulted in timeline disappointments.
We are confident that attention to these three areas will address
the company's most serious operating problems."

Mr. Kelly brings more than 31 years of experience in the
automation environment, joining the company from BAE Automated
Systems where he was president and chief executive. During his
time at BAE, Kelly successfully resolved the issues surrounding
the operating difficulties of the baggage handling system
installed at the Denver International Airport. He also served as
vice president and general manager of American Cimflex and spent
several years in management at Ex-Cell-O Corporation. He has a
Bachelor's Degree in Business from Pennsylvania State University.

Mr. Ririe has 20 years of operational experience and came to DT
Industries from his role as president of Klockner Bartelt, a unit
of the German conglomerate, Klockner Capital, where he
successfully led the restructuring of the company. He has also
been the director of operations for the Cryovac Division of
Sealed Air Corporation, the owner and president of Cypress
Packaging, which was sold to Sealed Air, and served as deputy
assistant secretary (Cost and Economic Analysis) in the
Department of Defense during the Reagan administration.
During his career, Ririe has developed standard cost systems,
implemented significant cost reduction programs, completed two
turnarounds of unprofitable businesses, implemented continuous
improvement programs and managed multi-site operations. He holds
a Bachelor of Science in Chemistry and an MBA in Finance from
Brigham Young University.

Mr. Uhl joins DT Industries having spent over 25 years in
manufacturing. During his 15-year tenure at R.A. Jones, a leading
supplier of custom machinery for the packaging industry, he held
a variety of executive positions in manufacturing and operations.
While at R.A. Jones, Uhl institutionalized project management
techniques, implemented risk assessment and risk management
disciplines and standardized product lines for consistency in
manufacture and assembly. He holds a Bachelor of Science in
Mechanical Engineering from the University of Cincinnati and an
MBA from Xavier University in Cincinnati.

In a move related to improving efficiency and reorganizing
certain operations, DTI announced layoffs of between 45 and 50
employees at its Kalish packaging operation in Montreal, which
represents approximately 25% of the Kalish staff.

DT Industries, Inc. is a leading designer, manufacturer and
integrator of automated production systems used to assemble, test
or package industrial and consumer products. The company also
produces precision metal components, tools and dies for a broad
range of industrial applications.


FINE AIR: Looks Toward Emerging from Chapter 11 in May
------------------------------------------------------
Fine Air Services Corp., a Miami-based air-cargo operator, could
pull out from chapter 11 bankruptcy proceedings by Memorial Day
if its restructuring plan receives court approval, according to
TheDeal.com. "We've reached an agreement with our main creditors,
bondholders and bankers," said Susan Gilbert, a Fine Air
spokeswoman. "We have 45 days to file with the court, but will
probably do so during mid- to late March." If Judge A. Jay
Cristol of the U.S. Bankruptcy Court in Miami approves the plan,
"we will be able to come out by May," Gilbert said.

Fine Air, which flies to 28 destinations in Latin America and the
Caribbean, filed chapter 11 last September after suffering from
an economic downturn in Latin America and skyrocketing jet-fuel
prices. Since September 2000, Fine Air has raised $20 million in
debtor-in-possession (DIP) financing from Bank of America,
allowing it to continue operations and add 21 weekly flights to
its regularly scheduled destinations. In its chapter 11 filing,
Fine Air listed assets of $265.3 million and liabilities of
$271.2 million. Secured creditors were identified as Bank of
America, owed $35 million, and UBS Warburg, which held a $190
million claim. Most of the Bank of America debt, however, was
pared down to $1.7 million before the filing. (ABI World,
February 28, 2001)


FINOVA CAPITAL: Fitch Slashes Senior Debt Rating to DD
------------------------------------------------------
FINOVA Capital Corp.'s `CC' senior unsecured debt rating and
FINOVA Finance Trust's `C' preferred stock rating have been
lowered to `DD' and `D', respectively by Fitch. Both ratings had
been on Rating Watch Negative.

This rating action reflects FINOVA's failure to make a $50
million senior debt principal payment due on Feb. 27, 2001.
Approximately $6.0 billion of senior debt securities are affected
by this rating action and this concludes Fitch's review of these
securities.

On Feb. 27, the company announced a tentative agreement with
Berkshire Hathaway Inc. (Berkshire Hathaway) and Leucadia
National Corp. (Leucadia), whereby FINOVA would receive a $6.0
billion five-year senior secured loan. Subsequent to obtaining
creditor and bankruptcy court approval, proceeds from this loan
would be used to pay down an equal amount of outstanding senior
debt. Under this plan, remaining FINOVA debt would be
restructured and become subordinate to the Berkshire and Leucadia
loan. The above noted investment and restructuring would be
accomplished pursuant to Chapter 11 proceedings, which FINOVA
expects to begin shortly.

In conjunction with this agreement, FINOVA also announced a
moratorium on repayment of principal on its outstanding bank and
senior debt. As such, the company did not make a $50 million
principal payment due on Feb. 27, 2001 with respect to its 5.98%
notes, constituting an event of default under the trust
indenture. This also constitutes an event of default on remaining
indebtedness, totaling nearly $11.0 billion at year-end 2000.
Consistent with Fitch's expectations, FINOVA also announced that
it will be in default under its bank credit facilities with
respect to certain financial covenants for the quarter ended Dec.
31, 2000.

FINOVA's ratings now reflect investor prospects for achieving
partial recovery in a reorganization or liquidation. While
expected recovery values are highly speculative and cannot be
estimated with any precision, Fitch's `DD' rating indicates
potential recovery in the range of 50%-90%. The `D' rating
reflects potential recovery below 50%.


FRUIT OF THE LOOM: Greenville Swaps Land for Sewer Services
-----------------------------------------------------------
Greenville Manufacturing Inc., a wholly owned subsidiary of Fruit
of the Loom, Ltd. proposed to sell 0.184-acre parcel of land to
the City of Greenville, Mississippi. The purchase price is
$10.00. The estimated tax basis of the land is $300 and the
estimated fair market value is $2,200. The sale proceeds will be
applied to the general operating expenses of Greenville
Manufacturing.

The land is located in Section 2, Township 17 North, Range 9
West, Washington County, Mississippi.

The City of Greenville is providing incentives to Fruit of the
Loom for purchasing and opening the facility, including an
upgraded road, sewer and water systems and additional fire
protection. On February 4, 2000, the City of Greenville informed
Fruit of the Loom that it intended to begin development of the
sewer and water system. As a result, it was necessary to
construct a sewer lift station on 0.184 acres of Fruit of
the Loom's property.

Currently, a treatment plant operated by Fruit of the Loom
employees', that requires a trained and certified operator to be
on-site, treats the facility's wastewater. Risa M. Rosenberg
Esq., of Milbank, Tweed, Hadley & McCloy asserted that the new
sewer and water system would add considerable value to the
property. The new system will allow removal of a chlorine storage
area and other assets. If Fruit of the Loom discontinues
manufacturing operations in Greenville, the property will be more
attractive to a potential purchaser.

A letter in support of the sale is attached to the filing. It is
written on Fruit of the Loom stationary and is signed by Gary C.
Van Hooser, Facilities Engineer. (Fruit of the Loom Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FUTECH INTERACTIVE: Janex Buying Conductive Ink Assets for Stock
----------------------------------------------------------------
Janex International, Inc. (OTC Bulletin Board: JANX) -- designer,
manufacturer, and distributor of unique children's products --
said that it has received from the Bankruptcy Court handling the
Futech Interactive Products, Inc. bankruptcy proceeding, approval
to acquire certain and specific assets of Futech Interactive
Products, Inc. -- a company that specialized in patented
interactive books, toys, games, educational products and
stationery as well as select, traditional, related products.

Janex Chairman Vincent W. Goett said, "The planned acquisition of
the Futech assets, coupled with our recent acquisition of the
DaMert Company -- http://www.Damert.com-- should give us the
resources necessary to enable us to become a contender in the
children's book, toy, game and educational products industry.
Following completion of the acquisition of the Futech assets, the
combined operations of Janex, DaMert and the acquired assets of
Futech should enable us to reduce operating and product costs,
improve our ability to introduce new lines of proprietary
interactive products, increase our distribution channels and
allow us to penetrate new markets. Assuming we complete the
Futech acquisition in the second quarter, our projected FY2001
gross revenues, our first year as one synergistic organization,
is expected to exceed $12 million."

Under the terms of the Acquisition Agreement, as approved by the
Bankruptcy Court, Janex has agreed to acquire certain assets of
Futech in exchange for the following consideration:

     (i) an aggregate of 22 million shares of Janex common stock;

    (ii) the assumption of an aggregate of approximately $3
         million of indebtedness; and

   (iii) the payment of approximately $150,000 in cash.

Of the aggregate 22,000,000 shares, 20.6 million shares are
issuable in satisfaction of an aggregate $36.5 million face
amount of indebtedness (including trade debt) of Futech.  The
consummation of the transaction is subject to numerous
conditions, which may or may not be met, including an amendment
of Janex's charter to increase the number of its authorized
shares of common stock to at least 125,000,000.

The Futech assets include Futech's patented Talking Pages(R)
conductive ink technology, used in the manufacturing of its
interactive product lines, as well as its popular trademarks and
copyrights. Mr. Goett stated, "The patented technologies,
trademarks and copyrights, coupled with Janex's ongoing research
and development, manufacturing alliances, sales/marketing
endeavors, and distribution channels, should enable Janex to
become a competitive producer of proprietary interactive and
traditional children's products in the book, toy, game,
educational and stationery markets."

Janex is evaluating the establishment of a new division within
the company to capitalize on the potential commercial
applications of the patented conductive ink technologies to be
acquired from Futech. The Company believes that the potential
commercial applications of Futech's patented technologies should
afford the Company the opportunity to expand its influence into
other markets.

Other Futech assets include the innovative children's web site
oKID.com and browser, "a virtual world" Internet experience for
kids that utilizes software to produce an online destination that
resembles an entertaining cartoon world environment, instead of
the traditional HTML experience.

Goett stated, "Once we complete the acquisition of the innovative
and entertaining oKID.com web site and browser, we believe we
will have the ability to showcase our products to the world. For
Janex to develop a comparable site would take a tremendous amount
of time, manpower, and capital. The site's extensive interactive
capabilities offer Janex another avenue for the introduction and
marketing of our products."

Launched on September 1, 1999 by Futech, its Web site at
http://www.oKID.comwill be an innovative and exciting
application of Janex's interactive mentality. The site introduced
its patented interactive learning and play products to the
virtual world of the Internet, creating a safe and exciting place
for kids to come explore, learn and play. "Janex's belief is that
there is a strong demand for a safe Internet site for kids to
explore the web in an enjoyable family environment, where
security and safety is paramount, and the oKID.com site should be
an effective means to introduce new Janex products to the world,"
Goett said.

Janex's business focuses on the manufacturing and marketing of
children's toys and specialty/educational products, coin banks,
flashlights, water activity products and battery-operated
toothbrushes trademarked under the names Janex, Malibu Fun Stuff
and DaMert. Janex incorporates licensed characters into most of
its products, and sells its products to the United States' and
Canada's mass merchant retailers, toy specialty stores and
department stores. Once the acquisition of oKID.com is completed,
consumers will be able purchase these products directly on the
Internet through a series of select portals.


GARDENBURGER: Common Stock Kicked-Off Nasdaq List
-------------------------------------------------
Gardenburger, Inc. (Nasdaq: GBUR) announced that it has been
notified by The Nasdaq Stock Market that, effective with the open
of business on March 1, 2001, the Company's Common Stock would
already be delisted from The Nasdaq Stock Market because of the
Company's failure to comply with the required maintenance
standards. The Company remains a reporting company under the
Securities Exchange Act of 1934.

The Company's Common Stock will now be quoted on the OTC Bulletin
Board with the start of trading on March 1, 2001. The OTC
Bulletin Board is operated by the National Association of
Securities Dealers as a forum for electronic trading and
quotations.

Scott Wallace, President and Chief Executive Officer of the
Company, commented, "The Company investigated various
alternatives to achieve the long term compliance with all the
Nasdaq listing requirements. However, implementing such
alternatives would have required further study to assure that the
best interests of the Company's shareholders were being served.
Consequently, we were unable to assure the Nasdaq Listing
Qualifications Panel that compliance with the requirements for
continued listing could be achieved within the timeframe
contemplated."

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.
is an innovator in meatless, low-fat food products. The Company
distributes its flagship Gardenburger(R) veggie patty to more
than 35,000 food service outlets throughout the United States and
Canada. Retail customers include more than 30,000 grocery,
natural food and club stores. Based in Portland, Ore., the
Company currently employs approximately 190 people.


GENESIS WORLDWIDE: Bank Forbearance Period Extended To April 30
---------------------------------------------------------------
Genesis Worldwide, Inc. (OTCBB:GWOW) (formerly The Monarch
Machine Tool Company) announced that the lender under the
Company's bank credit agreement has amended an existing agreement
to extend the forbearance period through April 30, 2001. During
this period, the lender has agreed to refrain from taking certain
actions as a result of the Company's failure to comply with
financial covenants contained in the credit agreement. The lender
also agreed to increase the Company's line of credit to $35.5
million and to defer payment of principal and interest from the
Company during the forbearance period. The Company expects to
continue to explore restructuring alternatives with its lender
during this period.

ING (U.S.) Capital LLC (contact Lisa H. Cummings at 212-409-1676)
acts as both Administrative Agent and the Lender under a Credit
Agreement, dated as of June 30, 1999 (as amended, supplemented or
otherwise modified from time to time).  At December 31, 2000, the
Company owed approximately:

      $26,800,000 in respect of the Tranche A Term Loans and the
                  Tranche A Term Notes;

      $19,750,000 in respect of the Tranche B Term Loans and the
                  Tranche B Term Notes; and

      $26,519,714 in respect of the Revolving Credit Loans and
                  the Revolving Credit Notes.

Cadwalader, Wickersham & Taft serves as counsel to ING.  Joseph
M. Rigot, Esq., at Thompson Hine & Flory LLP in Dayton, Ohio, has
served as outside counsel for Genesis Worldwide in corporate and
securities matters.

The company's inability to comply with certain senior leverage
ratio, consolidated EBITDA, interest coverage minimum fixed
charge ratio and consolidated net worth covenants started in the
third quarter of 1998.

Genesis Worldwide entered into the Credit Agreement with ING to
partially finance the Precision Acquisition, to refinance its own
existing Indebtedness as well as Precision's and its
Subsidiaries, to pay fees, commissions and expenses in connection
herewith and therewith, and for working capital purposes in the
ordinary course of business.  Genesis Worldwide's obligations
under the Credit Agreement are guaranteed by Precision Industrial
Corporation, Herr-Voss Industries, Inc., Herr-Voss Corporation,
H-V Technical Services, Inc., H-V Asset Management, Inc., H-V
Mill Roll Services, Inc., H-V Equipment Company, H-V Roll Center,
Inc., Monarch Ohio, Inc., Gencoat Inc. (formerly GFC
Corporation), Gensystems Inc., Salem International Services,
Inc., Geninternational Inc., Gensystems Services Inc., and WLT
Corporation and by pledges of stock in these entities.

Genesis Worldwide Inc. engineers and manufactures high quality
metal coil processing and roll coating and electrostatic oiling
equipment in the United States and the United Kingdom. The
Company also provides mill roll reconditioning, texturing and
grinding services in addition to its rebuild, repair and spare
parts business.


GOLF TRUST: Directors Unanimously Adopt Plan of Liquidation
-----------------------------------------------------------
Golf Trust of America (AMEX: GTA) said that the independent
committee of the Board unanimously recommended and the Board of
Directors unanimously adopted a plan of liquidation for the
Company and its operating partnership. The plan is the result of
a thorough review of strategic alternatives that commenced in
February of 2000.

Following review by the Securities and Exchange Commission (SEC),
the plan of liquidation will be submitted to a vote of GTA's
common stockholders by means of a proxy statement and special
meeting. In accordance with SEC requirements, GTA expects to file
its preliminary proxy statement for SEC review concurrently with
its annual report on Form 10-K. Those filings will be available
for free on the SEC's Web site. Once the SEC review process is
complete, GTA will mail a copy of the definitive proxy statement
to its stockholders, together with instructions on voting
procedures. Stockholders should read the proxy statement
carefully when it is available because it will contain important
information.

Management estimates that, if stockholders approve the plan,
total liquidating distributions to common stockholders will fall
within the range of $10.43 to $14.18 per share and will be paid
within 12 to 24 months following stockholder approval. This
estimated distribution range is based on numerous assumptions,
notably including the sale prices of assets for which no
definitive sale agreements or letters of intent are in place.
Although management believes its assumptions are reasonable, the
assumptions may prove to be inaccurate and the ultimate amount of
liquidating distributions to stockholders may be reduced or
delayed.

In connection with the plan of liquidation, GTA has entered into
a voting agreement with its sole preferred stockholder, AEW
Targeted Securities Fund, L.P. Under the voting agreement, AEW
has agreed, among other things, to vote in favor of the plan of
liquidation. GTA has agreed, among other things, to redeem AEW's
preferred stock at par as soon as practical following stockholder
approval of the plan and repayment of the Company's credit
facility and other creditors. GTA has further agreed that
following any common dividend distribution for the second quarter
of 2001, GTA will make no further regular common dividend
distributions without AEW's consent until the preferred stock is
redeemed.

Also, in connection with the plan of liquidation, GTA has entered
into a purchase and sale agreement with an affiliate of its
largest lessee, Legends, to sell to that affiliate the 12.5
(eighteen-hole equivalent) golf courses leased by Legends. Total
consideration payable by Legends' affiliate is valued at $112.9
million, consisting of cash, redemption of Legends' operating
partnership units and up to a $5 million secured promissory note
from Legends. GTA has the right to terminate the sale if
stockholders do not approve the plan of liquidation. GTA may
accept superior offers for these golf courses (other than five
Myrtle Beach courses) upon payment of a break-up fee to Legends.
The sale is also subject to customary closing conditions. Legends
is affiliated with Mr. Larry D. Young, one of the company's
directors, who resigned from the Board upon the Board's approval
of this transaction.

Additionally, the Company has 7.5 other golf courses under
definitive sale agreements or non-binding letters of intent
valued in the aggregate at $71.5 million. The Company can provide
no assurances that these transactions will close as contemplated.
Previously, the Company announced in January the sale of two Ohio
golf courses for $10.65 million.

On February 15, 2001, GTA completed the sale of Persimmon Ridge,
an 18-hole golf course located in Kentucky, for $5.2 million to
Persimmon Ridge Golf Course, Inc., an affiliate of Persimmon
Ridge Development Company. The sale terms include the termination
of the Persimmon Ridge lease agreement between Golf Trust and
Legends National Golf Management, LLC.

Commenting on the Company's proposed plan of liquidation,
President and Chief Executive Officer, W. Bradley Blair, II,
stated, "The Board of Directors has spent considerable time
evaluating our alternatives during the past year. The Board has
unanimously approved the plan of liquidation and the sale of golf
courses to Legends and others and deems this to be in the best
interests of our stockholders."

Reviewing the challenging environment currently faced by GTA and
other golf course owners and operators, Mr. Blair added, "We
believe our Company's performance has been adversely impacted by
economic conditions that have affected the golf course industry,
including the supply and demand imbalance, and limited
availability of debt and equity capital. This business
environment is particularly difficult for us since, as a REIT
utilizing the triple-net lease structure, we do not have control
over the operation of our assets. Unfortunately, we do not
foresee a correction in these circumstances that would result in
a more advantageous result for our stockholders than the proposed
liquidation."

In its review of strategic alternatives, GTA retained the
services of Banc of America Securities LLC and Houlihan Lokey
Howard & Zukin, as financial advisors, each of which rendered
fairness opinions to the Company regarding the Legends
transaction or the plan of liquidation.

GTA has experienced lessee defaults over the past year and faces
the risk of additional defaults in the future. As a REIT, GTA's
ability to operate golf courses on its own following eviction of
lessees is limited. The decline in GTA's operating income as a
result of lessee defaults has also created problems for GTA under
its senior credit agreements, which are currently in default.
Golf Trust of America, Inc. is a self-administered real estate
investment trust involved in the ownership of high-quality golf
courses in the United States. The Company currently owns an
interest in 44 (eighteen-hole equivalent) golf courses.


HARNISCHFEGER: Moves To Reinstate Claim Filed By FNB Corporate
--------------------------------------------------------------
The proof of claim filed by FNB Corporate against Harnischfeger
Industries, Inc. (Claim No. 7190) was previously expunged by
prior court order. The Debtor and FNB agreed that Claim No. 7190
should be reinstated. HII therefore requested that the Court
enter an order reinstating Claim No. 7190 and listing Claim 7190
as a general unsecured, non-priority, contingent claim against
HII on the Official Claims Register.

Granting the motion will reinstate the filed proof of claim as an
unsecured, non-priority, contingent claim against HII and value
the claim at $6,592,501 and Claim No. 7190 will be treated, for
purposes of voting and distribution under the Debtor's plan, in
the same manner as all other contingent claims. (Harnischfeger
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HEILIG-MEYERS: Moody's Cuts Credit Card Securitization Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded six classes of securities
issued out of the Heilig-Meyers Master Trust. The securities had
been placed on watch for possible downgrade on September 8, 2000
following the Chapter 11 voluntary bankruptcy petition by the
company in the Bankruptcy Court in the Commonwealth of Virginia
in August, 2000, Moody's says.

The rating actions are as follows:

      * $307 million Class A 6.125% Asset Backed Certificates,
        Series 1998-1, downgraded to B3 from Aaa and remains on
        review for possible further downgrade;

      * $61 million Class B 6.35% Asset Backed Certificates,
        Series 1998-1, downgraded to Ca from A1;

      * $32 million Collateral Indebtedness Amount, Series 1998-1,
        downgraded to Ca from Baa2;

      * $230 million Class A Floating Rate Asset Backed
        Certificates, Series 1998-2, downgraded to B3 from Aaa and
        remains on review for possible further downgrade;

      * $50 million Class B Floating Rate Asset Backed
        Certificates, Series 1998-2, downgraded to Ca from Aa3;

      * $31.3 million Collateral Indebtedness Amount, Series
        1998-2, downgraded to Ca from Baa2.

Moody's relates that the downgrades are based on collateral
performance data that were made available in February 2001 for
the first time since July 2000, which showed marked deterioration
in collateral performance. As an example, Moody's says that in
each of the four months from October 2000 through January 2001,
60% to 70% of the receivables in the trust were delinquent,
compared to about 7.5% in July 2000. Accordingly, the reported
increase in delinquencies appears to be due at least in part to
the closing of over 400 stores, the transfer and centralization
of servicing after Heilig-Meyers' bankruptcy, and the delinquency
reporting procedures of Heilig-Meyers prior to bankruptcy.

Moody's notes that although current interest payments have been
made to the Class A and the Class B certificateholders and some
principal payments have been made to the Class A
certificateholders, the trustee is attempting to determine the
proper distribution of yet-to-be allocated collection amounts.

Based in Richmond, Virginia, Heilig-Meyers Company, is said to be
the nation's largest publicly held retailer of home furnishings.
In August 2000 Moody's downgraded the senior unsecured debt of
MacSaver Financial Services, a subsidiary of Heilig-Meyers
Company, from Caa1 to Ca.


ICG COMMUNICATIONS: Walking Away from Twelve Real Property Leases
-----------------------------------------------------------------
ICG Communications, Inc. sought Judge Walsh's approval to reject
twelve leases of warehouse and office sites as the Debtors have
determined that these sites are not necessary to their ongoing
business operations. The rent and other expenses under these
twelve leases aggregate to approximately $276,039.50 per month,
and constitute an unnecessary drain and administrative expense on
the Debtors' cash flow.

Moreover, the Debtors told Judge Walsh that they would be unable
to obtain any value for these leases by assignment to third
parties. As of the filing of this Motion, the Debtors have sent
each affected landlord a letter stating, among other things, that
the leased premises are abandoned. The keys to each property have
been returned by hand delivery or by separate letter.

The leased location, landlord, and lessee of the leases affected
by the Motion are:

Leased Location       Landlord                  Lessee
---------------       --------                  ------
9200 E. Panorama      Carr America Realty LP    ICG Equipment
Englewood, CO         6400 S.
                       Fiddlers Green Circle
                       Suite 500
                       Greenwood Village, C/O

8055 E. Tufts Avenue  P.E.R.A.                  ICG Telecom Group
Floors 13 and 14      c/o LaSalle Investment
                       Mgmt.
                       Denver, CO 950 17th St., #1850
                       Denver, C/O 80202

13737 Noel Rd.        Texas Corporate           ICG ChoiceCom
                       Properties
                       11th Floor L.P.T.
                       Dallas, Texas Tenet
                       Hospitals Ltd.
                       14001 Dallas Parkway
                       Dallas, Texas

106 S. St. Mary's St. Crown Alamo Ctr. Assoc.   ICG ChoiceCom
4th Floor             c/o Crown Properties, Inc.
San Antonio, Texas    400 Garden City Plaza
                       Suite 111
                       Garden City, MY

1050 17th Street      Amstar Denver Ltd.        ICG Telecom Group
Denver, CO            c/o Mile High Properties
                       1050 17th Street,
                       Dept. 1030
                       Denver, CO

88 Kearney Street     Insignia/ESG              ICG Telecom Group
Suite 1500            Attn: Carn Bulsbaum
San Francisco, CA     88 Kearney St., Ste. 1350
                       San Francisco, CA 94108

130 Doolittle Drive   Bay West Development Co.  ICG Telecom Group
Unit 21               1411 Harbor Bay
San Leandro, CA       Parkway 1000
                       Alameda, CA

100 Park Center Plaza SJ Plaza LLC              ICG Telecom Group
Suite 595             100 Park Center Plaza
San Jose, CA          San Jose, CA

111 S. Calvert        ExecuCentre, LLC          ICG NetAhead
Ste 1560              111 S. Calvert St.
Baltimore, MD         Ste. 2700
                       Baltimore, MD

777 Walker, Concourse Hines Interest LP         ICG ChoiceCom
Houston, Texas        2800 Post Oak Blvd.
                       Houston, Texas

823 Pilot Road        Howard Hughes Properties  ICG NetAhead
Las Vegas, NV         3800 Howard Hughes Pkwy
                       Las Vegas, NV

710 14th Street       Alistair MacDonald        ICG Telecom Group
Loveland, CO          750 14th Street SW
                       Loveland, CO

(ICG Communications Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IDEALAB: Shuts Down Refer.com Operating Unit
--------------------------------------------
More trouble has hit the Boston office of Internet incubator
Idealab (idealab!) as its only operating company, Refer.com, has
shut down, according to Boston.Internet.com. Visitors to
Refer.com's web site are greeted with a message saying that the
company has been unable to raise additional venture funding and
is ceasing operations. At its peak last year, Refer.com had 35
employees. Over the last few weeks it wound down the business and
has been operating with a staff of only five.

Earlier this month Idealab acknowledged that it was looking to
sublease up to or including all of its 22,000-square-foot offices
in downtown Boston, where Refer.com had been located. When it
opened the Boston office nine months ago, Idealab had hoped to
launch 10 Internet companies a year. But Refer.com was the only
one that was launched. A second, Compete.com, is scheduled to be
launched in the next month or so. Idealab last month laid off 10
percent of its 170 workers. Headquartered in Pasadena, Calif.,
the company also has offices in Sunnyvale, Calif., New York City
and London. (ABI World, February 28, 2001)


INTEGRATED HEALTH: CMS Resolves Money Issues With 3 Facilities
--------------------------------------------------------------
Three Facilities (Evergreen Nursing Joint Venture, Woodward Hills
Joint Venture, WBNCC Joint Venture) owe money to Integrated
Health Services, Inc. Debtor CMS Therapies, Inc. for therapeutic
services that CMS provides to the patients at the facilities
pursuant to pre-petition date contracts. Each Facility
participates in the Medicare program. In connection with its
estimate based reimbursement scheme, Medicare may review any
Facility's reimbursement for a particular period and, based upon
such review, determine and recover overpayments disbursed during
that period. Pursuant to each Contract, CMS is obligated to
reimburse each Facility in the amount of overpayments recovered
by Medicare in connection with services provided by CMS. The
Facilities have refused to pay certain amounts each owes to CMS
pending Medicare's review of their respective 1998
reimbursements.

As a result of negotiations, each Facility has agreed to pay such
amounts, subject to the terms and conditions in its respective
Settlement Agreement.

                The Evergreen Agreement

Evergreen owes CMS a total of $706,719.87. Evergreen has agreed,
subject to the terms and conditions set forth in the Evergreen
Agreement, to pay CMS a total of $553,215.10, which is the
equivalent of the amount owed to CMS minus the estimated amount
of Evergreen's 1998 Medicare overpayment in the aggregate of
$103,504.77) and $ 50,000 to be held in escrow as set forth in
the Agreement.

                The Woodward Agreement

Woodward owes CMS a total of $230,290.29. Woodward has agreed,
subject to the terms and conditions set forth in the Woodward
Agreement, to pay CMS a total of $20,714.07 being the sum
equivalent to the amount owed to CMS minus the estimated amount
of Evergreen's 1998 Medicare overpayment in the aggregate of
$184,576.22 and $25.000 to be held in escrow as set forth in
the Agreement.

                The WBNCC Agreement

WBNCC owes CMS a total of $161,674.6l. WBNCC has agreed, subject
to the terms and conditions set forth in the WBNCC Agreement, to
pay CMS a total of $136,674.61 being the equivalent of the amount
owed minus $25,000 to be held in escrow as set forth in the
Agreement.

The Debtors believe that the Settlement Agreements represent
sound business judgment and well satisfies the standards for
approval, considering:

      (a) the probability of success in litigation;

      (b) the difficulty in collecting;

      (c) the complexity of the litigation involved and expense,
inconvenience and delay necessarily attendant to it; and

      (d) the interest of creditors and stockholders.

The Debtors also represent that the Agreements are equitable and
well reasoned.

Accordingly, the Debtors sought and obtained the Court's approval
of the settlement agreements by and between CMS and (a) Evergreen
Nursing Joint Venture dated as of November 13, 2000; (b) Woodward
Hills Joint Venture dated as of November 13, 2000 and (c) WBNCC
Joint Venture dated as of November 13, 2000, pursuant to sections
105 and 363 of the Bankruptcy Code. (Integrated Health Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


JUNIORNET: Lays-Off Staffers & Seeks Investor
---------------------------------------------
JuniorNet, a Boston provider of online children's content, has
laid off a "substantial portion" of its 80-person workforce and
is looking for investors to keep it afloat, according to
Boston.Internet.com. The move comes three months after JuniorNet
was forced to cut 40 of its 120 staffers to reduce costs. "We did
in fact lay off a substantial portion of the workforce," said CEO
Kevin Karyla. Karyla said JuniorNet is looking for an investor or
strategic partner. For now, the company will continue to operate
with a small staff. He declined to say how long JuniorNet could
survive without additional funding. (ABI World, February 28,
2001)


KEVCO INC.: Selling Sunbelt Wood Assets to Universal Forest
-----------------------------------------------------------
Kevco, Inc. (OTC/BB:KVCOQ) anticipates filing a motion later this
week with the United States Bankruptcy Court for the Northern
District of Texas to sell substantially all of the assets of its
Sunbelt Wood Components division to Universal Forest Products,
Inc. The parties anticipate that the closing of the sale will
occur by the end of March, subject to the approval of the
Bankruptcy Court and fulfillment of other conditions to closing.

Kevco also announced the completed sale of its Design Components
division to Adorn, LLC.

Kevco, headquartered in Fort Worth, Texas, is a leading wholesale
distributor and manufacturer of building products for the
manufactured housing and recreational vehicle industries.


LERNOUT & HAUSPIE: BBNT Presses For Decision On Bylos Agreement
---------------------------------------------------------------
BBNT Solutions LLC owns an intellectual property known as Bylos,
Rough 'n' Ready, SIFT and Linguistics Analysis Tools and
associated speech recognition technology. BBNT licensed this to
Lernout & Hauspie Speech Products through a Source Code Software
License Agreement with SAIL or Speech, Artificial Intelligence
and Language Labs, N.V., with the Debtor as sub-licensee. A later
amendment to this agreement made the Debtor the full assignee to
the license.

The license agreement requires:

      (1) BBNT as Licensor shall perform software development
services related to the license for a period of two years from
the licensee's effective date;

      (2) BBNT is required to provide ten full-time-equivalent
personnel (1880 of direct professional hours per year per full-
time equivalent) to the Debtor for development services work each
year during the two- year development services period;

      (3) A Limited Exclusivity obligation that by its own terms
will expire on April 15, 2001, and which is concurrent to the
two-year development services term. This restricts BBNT's ability
to otherwise market, sell or distribute the Source Code and
related technology which is the subject of the license;

      (4) Debtor shall pay to BBNT a $11,650,000 license fee with
the terms of payment as follows:

          (a) $6,650,000 paid upon delivery of the software;

          (b) $1,250,000 on April 15, 1999 for Development Work
              through October 15, 1999;

          (c) $1,250,000 on October 15, 1999 for Development Work
              through April 15, 2000;

          (d) $1,250,000 on April 15, 2000 for Development Work
              through October 15, 2000;

          (e) $1,250,000 on October 15, 2000 for Development Work
              through April 15, 2001.

The Debtor failed to make pre-petition payment in the amount of
$1,250,000.00 under the agreement that was due on October 15,
1999. On October 18, 2000, BBNT sent a notice to the Debtor
regarding its failure to make the October 15, 2000 payment. This
notice triggered a 60-day period under the license agreement
within which the Debtor could cure the default; otherwise the
license would be automatically terminated.

The Debtor indicated to BBNT prior to the filing of the
bankruptcy petitions that it intended to "wind down" the license
and the development services. However the Debtor still has not
made the October 15, 1999 payment of $1,250,000 due, and the
Agreement may still be in effect.

Curtis J. Crowther, Esq., of White & Williams LLP in Delaware,
asked Judge Wizmur to compel the Debtor either to assume or to
reject the Source Code Software License Agreement, and requested
that the Debtor be given a 10-day deadline from entry of an order
granting this request within which to make its decision.

Mr. Crowther argued that the Debtor is required to do nothing
else under the agreement but to pay the licensing fee. He added
that the payment of such obligation is the reciprocal
consideration for which it has been granted the license and the
limited exclusivity benefit which prohibits BBNT from selling or
marketing the technology or allowing other companies to use or
exploit the software.

Despite the fact that the Debtor had only one remaining payment
of $1,250,000 BBNT is still required to continue providing full-
time equivalent personnel in connection with the developmental
work unless the Agreement is terminated. BBNT should not be
required to continue with the provision of full-time personnel,
or the use of the technology consisting of the source code and
object code, or be constrained from selling or marketing the
technology in the event that the Debtor does not pay for or want
to use the technology.

By this motion BBNT asked that the Debtor must cure existing
defaults or provide adequate assurances of payment of such
defaults if it wishes to assume the license. In case the Debtor
should not assume the contract or the court chooses not to compel
the Debtor to decide between assumption or rejection BBNT
requests that it be allowed to make an administrative expense
claim in the amount of $1,250,000, which represents the value to
the Debtor's estate for the development and the Debtor's
continued use of the technology until the time of rejection.
In the alternative, BBNT asked that it be relieved from the
constraints of the automatic stay of creditor action effective
upon the filing of the bankruptcy petition to enable it to
terminate the license agreement in accordance with its terms
since BBNT had given notice of non-payment and the license
agreement would have terminated on December 17, 2000 if
not for the interceding bankruptcy. In the alternative of
rejection of the contract, or termination of the stay for
contract termination, BBNT asked that the Court compel the Debtor
to immediately turn over to BBNT all documentations, manuals,
source code, object code, disks, software tools, development
kits, and other material provided to Debtor relating to the
license, software and technology and all derivatives, and to
provide verification that all copies and traces of the license
technology have either been returned to BBNT or have been
permanently deleted, erased, destroyed and/or removed from the
computers and other digital media in the possession, custody
and/or control of the Debtor or that the Debtor has provided to
or given access to others. (L&H/Dictaphone Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Ruling Paves Way for NAFTA Litigation to Proceed
--------------------------------------------------------------
In a precedent-setting decision, an international arbitration
panel appointed by the International Centre for Settlement of
Investment Disputes (ICSID) -- the entity charged with conducting
arbitration under NAFTA claims -- determined that the United
States may be held liable under the North American Free Trade
Agreement (NAFTA) for damages stemming from a Mississippi civil
jury verdict against a Canadian company and its Canadian founder,
where that verdict was alleged to be the product of anti-Canadian
bias.

In October 1998, TLGI and Raymond L. Loewen, a Canadian citizen
and the founder and former President, Chief Executive Officer,
and Chairman of TLGI, one of the world's largest funeral service
companies, brought claims against the United States under NAFTA's
dispute resolution procedures after a Mississippi state court
jury, allegedly inflamed by anti-Canadian and pro-American
rhetoric that had permeated the trial, returned a verdict of $500
million against TLGI in a commercial contract dispute with a
Mississippi citizen over properties having a combined value of
less than $8 million in 1995.  Mr. Loewen and co-claimant TLGI
have alleged that the United States violated its duty to protect
them and their investments from discrimination, and to guarantee
them treatment equal to that granted to US citizens.

This decision marks the first extension of potential NAFTA
liability to a claim arising out of a private legal dispute, with
no overt government involvement. Although unprecedented under
NAFTA, the Panel's ruling is firmly supported by both the
language of NAFTA and established principles of international
law. The case will now move on to a full hearing on its merits
scheduled to begin in October.

Mr. Loewen was represented by John Lewis, Jr. of Philadelphia-
based Montgomery, McCracken, Walker & Rhoads.  TLGI was
represented by the Washington, DC office of Jones, Day, Reavis &
Pogue.  A copy of the full opinion of the Panel is now publicly
available on the Internet at http://www.naftaclaims.com,as well
as on the website maintained by the International Centre for the
Settlement of Investment Disputes (ICSID).


LTV CORPORATION: Pays DIP Loan Appraisal Fee To Chase
-----------------------------------------------------
David G. Heiman, Esq., representing The LTV Corporation, told
Judge Bodoh that, in addition to the competitive bidding process
being used to obtain replacement DIP financing, the Debtors are
negotiating with The Chase Manhattan Bank to provide financing.
Chase is the agent and a lender under the Debtors' prepetition
receivables financing facility and prepetition inventory
financing facility, but is being approached as part of a
potential DIP facility. In this connection, Chase has requested
payment of an appraisal fee to cover its costs associated with
obtaining a limited restricted appraisal of the Debtors' personal
property located at certain of their facilities, including
Cleveland Works, Indiana Harbor Works, and Hennipin Works. The
appraisal is to be conducted by MB Valuation Services, Inc., of
Dallas, Texas, for a fee of $150,000, together with reimbursement
of expenses.

This fee includes the site inspections, research, data analysis,
and correlations. The fee will be billed to Chase, and reimbursed
to Chase by the Debtors. MB requires an immediate retainer of
$20,000.

MB Valuation is represented in this matter by Richard S. Toder of
the New York firm of Morgan, Lewis & Bockius.

The Debtors urged the commonality of this type of service and fee
in commercial lending transactions under similar circumstances to
compensate a potential lender for its immediate expenditure of
costs associated with negotiating a new financing facility and
completing the necessary due diligence related activities, such
as obtaining appraisals of the Debtors' property. Additionally,
the Debtors argued that payment of this fee is reasonable and
appropriate because (a) the Debtors' estates require the
availability of new funds under a DIP Facility to reorganize
successfully; (b) the Debtors will be unable to continue
negotiations of a potential DIP Facility with Chase and the
credit facility lenders unless the appraisal fee is promptly
paid, or these negotiations will be delayed to the direct
detriment of the Debtors and their estates; and (c) the amount of
the fee is reasonable under the circumstances. (LTV Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


MUSE TECHNOLOGIES: Appeals Stock Delisting to Nasdaq
----------------------------------------------------
MUSE Technologies, Inc. was incorporated in Delaware on October
24, 1995, and, together with its subsidiaries, develops and
markets software products designed to enhance a computer user's
ability to integrate, present, analyze and better understand many
different types of data and information. The company also
provides its customers with comprehensive software solutions,
systems integration, and training and support services relating
to data visualization and other methods of advanced computer
graphics. The company, as of January 1, 2001, conducts business
under the name Advanced Visual Systems.

On January 22, 2001, the company received a letter from the
Nasdaq Stock Market indicating that, as a result of the failure
to timely file its annual report, its common stock would be
delisted from the Nasdaq Stock Market as of January 30, 2001
unless the annual report was filed by January 29, 2001. Although
Muse has complied with this request, the Nasdaq Stock Market has
decided to review the company's ability to continue to comply
with all listing maintenance criteria, including the requirement
to maintain net tangible assets of $2,000,000.

The company has requested a hearing which is scheduled for March
16, 2001. The company was not in compliance with the net worth
requirement as of December 31, 2000. There can be no assurance
that the company will be able to convince the hearing panel that
it will be able to maintain compliance with such maintenance
criteria in the future. There can also be no assurance that the
hearing panel will render a favorable decision or that such
decision will not be subject to conditions or other restrictions
which the company may not be able to comply with or which may
make it more difficult to trade in the company's securities.

An unfavorable decision will result in the immediate delisting of
the company's common stock and warrants from the Nasdaq Stock
Market irrespective of the company's ability to appeal such
decision. Any such delisting will have an adverse impact on the
liquidity of the company's securities, which may then trade on
the OTC Bulletin Board or the over-the-counter market, which may
make it more difficult to trade in the company's securities or
liquidate an investor's holdings. Also, such delisting may make
it more difficult for the company to raise additional capital.

Revenues for the three month period ended December 31, 2000 was
$3,870,944 as compared to revenues of $5,595,697 for the three
month period ended December 31, 1999. The decrease of $1,724,753
or 31% for the three month period is primarily attributable to a
reduction in software, hardware and professional services sales
in the United States and Europe.

Accordingly, the net loss for the three-month period ended
December 31, 2000 of $3,347,947 as compared to the net income of
$497,447 for the three month period ended December 31, 1999,
reflected the significant decrease in revenues in the European
and US markets, additional costs associated with the AVS, Virtual
Presence and Simulation Solutions acquisitions, as well as an
losses on marketable securities and reduced interest income.

As of December 31, 2000 the company has a working capital
deficiency of approximately $4.9 million. These conditions raise
substantial doubt about the company's ability to continue as a
going concern.

The company will require significant additional funds in order to
complete the effective combination of the company's operations
(including international operations) and to continue to fund
certain projects under development. The company cannot provide
assurance that such funds will be available or that it can
effectively combine its operations with those of AVS as
anticipated. Although Muse has engaged the services of investment
banking and financial services firms to assist it in identifying
sources of financing, there can be no assurance that the amount
or structure of any such financings will be acceptable. In such
event, Muse will be forced to curtail its planned marketing and
growth strategies and possibly certain of its operations.


OUTBOARD MARINE: PBGC Takes Over $73MM Underfunded Pension Plan
---------------------------------------------------------------
The Pension Benefit Guaranty Corp. (PBGC) said it is taking over
an underfunded pension plan covering more than 10,000 persons who
worked for Outboard Marine Corp., a Waukegan, Ill., manufacturer
of recreational boats and engines now in bankruptcy liquidation,
according to Dow Jones. The Outboard Marine Corp. Employees'
Retirement Plan has assets of about $454 million to cover benefit
liabilities of around $527 million and thus is underfunded by
about $73 million, PBGC said.

"PBGC is acting because the plan faces abandonment after the
company liquidates," said John Seal, acting executive director of
the agency. "Because the plan is PBGC-insured, most of the
retirement benefits for over 10,000 Outboard Marine workers are
protected, and monthly checks with those already retired will
continue without interruption," he said. PBGC, a federal
corporation created by Congress in 1974 to protect the basic
pension benefits of some 43 million workers and retirees
participating in over 40,000 private-sector defined benefit
pension plans, announced the action Tuesday. The plan was
terminated Wednesday. (ABI World, February 28, 2001)


OWENS CORNING: Debevoise & Plimpton Makes Asbestos Disclosures
--------------------------------------------------------------
Supplementing her declaration presented in connection with Owens
Corning's application to employ Debevoise & Plimpton as its
special asbestos counsel, Mary Beth Hogan, Esq., provides the
Court with additional details.

Ms. Hogan says that D&P's involvement in the litigation issues on
which the Asbestos Committee focuses (previously reported in the
January 31, 2001, and December 12, 2000, editions of the Troubled
Company Reporter) did not at the time include either Owens
Corning or Fibreboard as class members. Further, D&P would
withdraw from its representation of CTR if and when either were
added to the complaint, if a class was certified, and if Owens
and Fibreboard were not excluded from the class. In order to
avoid any possible conflict, D&P is in the process of withdrawing
from its representation of CTR and will complete that withdrawal
as soon as papers can be prepared and
filed, regardless of whether the Debtors are added to the
complaint.

Ms. Hogan advised that D&P understands it will not receive any
information about the joint defense strategy relating to asbestos
or synergy from counsel for CTR or counsel for the other tobacco-
related defendants. Counsel for CTR and for other tobacco-related
defendants may choose to consult with D&P in order to obtain
information, including D&P's work product, about other aspects of
CTR (including, for example, CTR's corporate history, personnel,
documents, witnesses, legal and factual contentions, discovery
against CTR in other cases and CTR's prior litigation
experience). In addition, D&P is regularly involved in the
preparation of certain of CTR's fact and/or expert witnesses for
deposition and trial testimony. D&P currently expects only one
such witness, who is now CTR's Vice President, to testify in
synergy actions. If the deposition of this witness, or other CTR
witnesses with whom D&P lawyers regularly work, is sought in such
actions, D&P may be requested to assist in the preparation of the
witnesses, consistent with the other representations. The D&P
attorneys who represent CTR do not, at this time, expect that
there will be a need for D&P lawyers to appear at depositions of
CTR witnesses in synergy cases.

Ms. Hogan argued that these limited activities by D&P on behalf
of CTR in synergy cases do not create "an interest adverse to the
debtor with respect to the matter on which [D&P] is to be
employed". D&P has never played a role in the Debtors' tobacco-
related actions. The Debtors have always sought legal advice on
tobacco-related issues and actions from other law firms, and the
Debtors have not proposed that D&P have any role in those actions
going forward. Rather D&P's proposed special representation
involves various aspects of the Debtors' asbestos liabilities,
excluding tobacco and insurance, and is consistent with the
representation it has provided to Owens Corning since 1987, and
to Fibreboard since 1998.

Since her original Declaration was filed, Ms. Hogan also advises
that D&P has been retained by Oaktree Capital Management LLC to
represent it with respect to certain investment funds and
accounts it manages, as a member of the Unsecured Creditors'
Committee in the Armstrong World Industries Chapter 11
proceeding. This representation is not related to the Debtors'
asbestos or NSP-related liabilities, and poses no actual or
potential conflict with the retention proposed in this case.

Nonetheless, to fully inform the Court and parties, Ms. Hogan
advised that D&P will be representing a party in another asbestos
bankruptcy during the pendency of this proceeding.

With this supplemental disclosure, Judge Walrath announced she is
satisfied that the employment of D&P is in the best interests of
the estate, and that the firm has no interest adverse to this
estate or the Debtors in the matters for which employment is
sought. Judge Walrath further approved this employment nunc pro
tunc to the Petition Date. (Owens Corning Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PHENIX BIOCOMPOSITES: Files Chapter 11 in Minneapolis
-----------------------------------------------------
Phenix Biocomposites, a company that mixed soybean flour and
recycled newspapers with secret ingredients to create a
construction material that resembled granite, has filed for
bankruptcy, according to the Associated Press. Mankato, Minn.-
based Phenix filed for chapter 11 reorganization late Monday in
the U.S. Bankruptcy Court in Minneapolis, citing $52,850,028 in
liabilities and $32,781,316 in assets. Steven Kluz Sr., the
Minneapolis attorney representing Phenix, declined to comment on
the filing, saying the details were still being sorted out.

Lanny Jass, president and chief executive, said in the filing
that the corporation's directors had determined that it was in
the best interests of Phenix to file a voluntary bankruptcy
petition. The filing shows Phenix has disputed unsecured claims
for more than $23.4 million from 1,405 creditors and a secured
claim for $862,539 from one creditor. Phenix laid off most of its
workers last October, telling them the plant was shutting down
for at least 30 days, and possibly more than 90 days, so its
machinery could be adjusted to make a new product. In December a
Blue Earth County (Minn.) judge granted a foreclosure filed
against Phenix by a Dutch bank that was demanding payment of
nearly $12 million still owed on a $16 million loan.

More than 1,000 farmers invested in Phenix, agreeing to make an
annual delivery of soybean to the company for which they were to
be reimbursed. Jass estimated 10 months ago that Phenix owed the
cooperative members between $6.5 million and $7 million for beans
they had delivered by that time. The bankruptcy filing shows four
farmers among the creditors holding the 20 largest unsecured
claims. Their claims, which are disputed, range from $104,000 to
nearly $402,000. Other large creditors include banks, utilities,
manufacturers, suppliers and individuals. (ABI World, February
28, 2001)


PILLOWTEX: Obtains Approval To Pay Vendors & Service Providers
--------------------------------------------------------------
Judge Robinson granted Pillowtex Corporation's permission to pay
certain prepetition claims to vendors and service providers
deemed by the Debtors to be critical to their operations. Judge
Robinson made it clear that the designation of vendors and
service providers as "critical" is within the Debtors'
discretion. (Pillowtex Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


QUALITY STORES: Moody's Cuts Bank Debt To B3 & Junks Senior Notes
-----------------------------------------------------------------
Moody's Investors Service took actions on the debt ratings of
Quality Stores, Inc. and ended the review initiated January 3,
2001. Approximately $440 Million of debt are affected. The
ratings affected are:

      * Senior implied rating to B3 from B2;

      * $150 million secured revolving credit facility and total
        $188 million (current balance) term loan facilities to B3
        from B1;

      * Senior unsecured guaranteed notes to Caa2 from B3;

      * Senior unsecured issuer rating to Caa3 from Caa1.

The rating outlook is negative .

According to Moody's, these new ratings reflect the risk of near
term operating uncertainties given Quality's highly leveraged
condition, while recognizing the positive steps being taken by
management to improve the chain's financial condition and quality
of operations.

The debt ratings also reflect Quality's lack of flexibility to
respond to uncertain market conditions given its very high
leverage and limited access to capital, Moody's says. Quality's
top line is said to be subject to weather and to a lesser extent
to competitive pressures, factors over which the company has
little or no control.

According the rating action agency, the downgrade of the bank
facilities recognizes higher expected borrowing levels relative
to collateral and changes within the inventory mix, both of which
could reduce coverage in a distressed scenario. Moody's relates
that the bank agreement was recently amended to loosen covenants,
which weakened lenders' collateral position but enables the
company to continue to operate into their highly important spring
season. Revolver borrowings are reportedly governed by
availability of eligible inventory and receivables, but term loan
outstandings, which are pari-passu with revolver borrowings,
reduce excess coverage of collateral to secured borrowings. The
rating agency also states that the Caa2 rating of the senior
notes reflects their subordination to significant levels of
secured debt. All of the rated debt is guaranteed by Quality
Stores' operating subsidiaries, Moody's says.

Michigan-based Quality Stores, Inc., operates 351 farm and
agricultural stores in the U.S.


SEMICONDUCTOR LASER: Restructuring Equipment Lease Obligations
--------------------------------------------------------------
Semiconductor Laser International Corporation (OTC Bulletin
Board: SLIC) (SLI) entered into an agreement with Finova Capital
Corporation to restructure its current equipment leasing
obligations of approximately $1,200,000. This agreement, which
calls for a three year payout, will enable SLI to reduce its
monthly financial obligations by approximately $50,000. The
agreement is conditioned upon the receipt by SLI of a $2 million
equity infusion, or loan from a third party, on or before April
28, 2001.

SLI is a company dedicated to the quality manufacturing and
production of high power semiconductor diode lasers. SLI's
products have potential uses for telecommunications, medical,
dental, laser marking, precision machining, printing and military
applications.


SERVICE MERCHANDISE: Removal Period Extended to April 30
--------------------------------------------------------
Service Merchandise Company, Inc. sought and obtained the Court's
approval, pursuant to 28 U.S.C. section 1452 and Fed. R. Bankr.
P. 9006 and 9027, further extending the time period within which
they may remove pending proceedings through the longer of (a)
April 30, 2001 or (b) 30 days after entry of an order terminating
the automatic stay with respect to any particular action sought
to be removed.

The Debtors reminded Judge Paine that they are parties to
numerous judicial and administrative proceedings currently
pending in various courts or administrative agencies throughout
the country. The Actions involve a wide variety of claims, some
of which are extremely complex. Specifically, the Actions consist
of all forms of tax litigation, commercial litigation with
vendors, customers and service providers, disputes with employees
and former employees and similar ordinary course proceedings. In
light of these, the Debtors find that they require additional
time to determine which of the state court actions, if any, they
will remove.

The Debtors believe that the extension will afford them a
sufficient opportunity to make fully informed decisions
concerning the possible removal of the Actions, and is therefore
in the best interests of their estates and creditors. Moreover,
the extension will not prejudice the adversaries, the Debtors
represent, because such adversaries may not prosecute the Actions
absent relief from the automatic stay. (Service Merchandise
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


TITAN MOTORCYCLE: Secures Approval For Additional $250K DIP Loan
----------------------------------------------------------------
Titan Motorcycle Co. of America (OTC Bulletin Board: TMOTQ)
announced the securing of court approval for an additional
$250,000 new debtor-in-possession financing, bringing the total
cash infusion since the Company's Chapter 11 bankruptcy filing to
$500,000.

"The additional cash will allow Titan to continue ramping up
production to meet the rising seasonal demands," said Frank
Keery, CEO. He said that he expects in the next few weeks to
further expand the Company's financial strength with an
additional seven-figure debtor in possession loan that, once
approved by the Court, will enable the company to operate through
a successful reorganization in 2001.

Founded in 1994, Titan Motorcycle Co. of America is a premier
designer, manufacturer and distributor of high-end, American-
made, V-twin engine motorcycles marketed under various Titan
trademarks. Titan's unique, hand-built configurations, including
the Gecko(TM), Roadrunner(TM), Sidewinder(TM) and Phoenix(TM)
represent the finest available in custom-designed, volume-
produced, performance motorcycles. Manufactured at the Company's
corporate headquarters and manufacturing facility, and available
with a variety of customized options and designs, Titan large
displacement motorcycles are sold through a network of over 80
domestic and international dealers.


TRANS WORLD: Three Purchasers Submit Competing Bids for Assets
--------------------------------------------------------------
Three companies have submitted bids for assets of Trans World
Airlines. Under the asset sale rules established by the United
States Bankruptcy Court, bidders were required to:

   (a) Submit bids by 4:00 p.m. EST yesterday (Feb. 28).

   (b) Bid on substantially all of the assets of TWA, on the
       assets excluding TWA's interest in the Worldspan computer
       reservations system, or on the Worldspan interest only.

   (c) Deposit in escrow earnest money in the amount of $50
       million if bidding on the assets or 10 percent of the bid
       price if bidding on the Worldspan stake only.

     The bidders and a summary of their bids are as follows:

   (1) AMR Corporation (American Airlines) bid $500 million plus
       assumption of liabilities for substantially all of the
       assets (with $300 million designated for the non-Worldspan
       assets and $200 million designated for Worldspan).  Under
       the rules of the auction, American was exempt from the cash
       deposit requirement by virtue of having provided TWA a
       debtor in possession financing facility of $200 million in
       January.  American plans a news release with more details
       on its bid this afternoon. Information will be available on
       American's web site at www.amrcorp.com/aa-twa and via the
       Corporate Communications office at 817/967-1577.

   (2) Jet Acquisitions Group of Phoenix, Arizona, bid $889
       million plus assumption of liabilities for substantially
       all of the assets (with $684 million designated for the
       non-Worldspan assets and $205 million designated for
       Worldspan).  The Jet Acquisitions Group bid was submitted
       by J. Ralph Atkin, president.  The notice address for Jet
       Acquisitions Group is:  Jet Acquisitions Group, Inc., 6991
       E. Camelback Rd., Suite B- 305, Phoenix, AZ 85251.

   (3) Galileo International, L.L.C., bid $220 million for the
       Worldspan stake only.  TWA notes that the terms of the
       Worldspan partnership agreement require that an acquirer
       hold an airline operating certificate and not hold an
       interest in a competing CRS system.  To the best of TWA's
       knowledge, Galileo does not hold an airline operating
       certificate, and is a competing CRS system.  The notice
       address on Galileo's bid is Galileo International, Inc.,
       9700 West Higgins Road, Rosemount, IL 60018.

TWA expects to confirm receipt of escrow deposits today, March 1.
Bidders who have submitted bids and completed the escrow deposits
will participate in the asset auction beginning at 10:00 a.m. EST
on Monday, March 5, at the offices of Kirkland & Ellis, counsel
to TWA, New York.  A sale hearing to select the successful bidder
or bidders is scheduled for Friday, March 9, at the United States
Bankruptcy Court in Wilmington, DE.


TRANS WORLD: American Offers to Roll-Up Frequent Flyer Programs
---------------------------------------------------------------
American Airlines Inc. announced that, as part of a bid submitted
Tuesday to the U.S. Bankruptcy Court in the District of Delaware,
it plans to offer all Trans World Airlines Inc. Aviators members
membership in the American Airlines AAdvantage program. Under the
proposal, if American is the successful bidder for TWA, it is
anticipated that TWA would give Aviators members six months
notice before ending the Aviators program. Aviators members would
then receive full credit for unused mileage balances in their
Aviators portfolio when the Aviators program ends.

Mike Gunn, American's Executive Vice President - Marketing
Planning, said, "We are looking forward to welcoming Aviators
members to the American Airlines AAdvantage program, the world's
largest travel awards program. Our proposed plan would allow
Aviators members to benefit from greater opportunities to earn
and redeem miles on American Airlines and any of the more than 90
airline, hotel, car rental and other travel service
participants."

On February 1, 2001, American Airlines and TWA agreed to give
AAdvantage members and Aviators members who open new AAdvantage
accounts the opportunity to earn AAdvantage miles on all TWA and
Trans World Express (TWE) flights and Trans World Connection
flights operated by American Eagle. Effective March 15, 2001,
AAdvantage members will be able to redeem AAdvantage miles for
awards on TWA and TWE flights.

Pending court and regulatory approvals, it is anticipated that
Aviators members would be given six months notice before the
Aviators program was discontinued. During that transition period,
Aviators members would be able to continue earning and redeeming
miles as they do today.

At the end of the notification period, Aviators members would
receive a bonus mileage posting in their new or existing
AAdvantage account equal to the unused ending mileage balance in
their Aviators portfolio.

American Airlines, Inc.

American Airlines and its regional airline affiliate, American
Eagle, together serve more than 240 cities in 49 countries and
operate approximately 4,100 daily flights. American Airlines,
which traces its beginnings to 1926, today operates a fleet of
720 modern jetliners and employs more than 103,000 people
worldwide. American Airlines and American Eagle are both wholly
owned by AMR Corp. (NYSE: AMR).


TRANS WORLD: Pilots Favor American Airlines in Bankruptcy Bidding
-----------------------------------------------------------------
In response to the closing of bids for TWA's bankruptcy sale, the
TWA pilots, represented by the Air Line Pilots Association,
Int'l. (ALPA), gave support to American Airline's bid which they
characterize as the "only legitimate proposal" that secures the
jobs of the 20,000 TWA employees and most effectively accounts
for the needs of the creditors, the flying public and the St.
Louis region.

"Although our pilots welcomed other airlines to step forward with
a complete, sound and fair offer, no other carrier did," said
Capt. Bob Pastore, chairman of the TWA Master Executive Council.
"Based on what little we know about it, we believe that the other
bid filed today is not credible."

In light of the pilots' support of American's offer, ALPA has
been hard at work to resolve labor issues, including seniority
list integration, and looks forward to working with the Allied
Pilots Association and American Airlines to ensure a smooth
transition.

"The TWA pilots are vigorously following through on the process
established by American's asset purchase agreement to 'negotiate
in good faith to resolve fair and equitable seniority
integration,'" Pastore said. "We are doing everything possible to
ensure an expeditious process that stays on track."

To preserve the collective bargaining rights of its members
during the transition process pending the expected successful
resolution of these negotiations, ALPA today filed a motion in
U.S. Bankruptcy Court in Delaware. Technically in the form of a
"limited objection," the motion stressed that ALPA has supported
and continues to support, the proposed American transaction. The
motion also asserted that ALPA believes that issues related to
reconciliation of language in the purchase agreement and its
contract with TWA "will be resolved fairly through negotiations
between the parties prior to the closing."

Formed in 1931, ALPA is the world's oldest and largest pilots
union, representing 59,000 pilots at 49 airlines in Canada and
the United States.


TRANSTEL S.A.: Taps Rothschild In Debt Restructuring
----------------------------------------------------
The two principal shareholders of Transtel, S.A., the largest
privately-owned land-based telephone company in Colombia, who
have been in discussions during the past few weeks over certain
management issues, have agreed that Guillermo Lopez, the current
Chief Executive Officer (as well as one of the two principal
shareholders), will continue to serve as Transtel's Chief
Executive Officer.

Transtel, which has been in default on US$150 million issue of
publicly-registered 12.5% Senior Bonds since November 1, 2000,
has agreed at the suggestion of the bondholders committee to
retain the Rothschild Group to analyze the availability of cash
from operations to cover the Bond default and determine
Transtel's ability to meet its future obligations.

Transtel has also indicated its intention to make monthly
payments on its Bonds out of operating cash flow until the
default is covered. Since the Bonds went into default, Transtel
has paid a total of US$5.5 million to the Bondholders in partial
payments of overdue interest and still owes approximately US$4
million in overdue interest. Transtel and has committed to make
two additional payments of US$500,000 each on March 2nd and March
9th, 2001. After such payments are made Transtel will owe
approximately US$3,000,000 in overdue interest.


WALLACE'S BOOK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wallace's Book Store, Inc.
         (A Delaware Corporation)
         Delaware State University Bookstore #95
         1200 N. Dupont Highway
         Dover, DE 19901-2275

Debtor affiliates filing separate chapter 11 petitions:

      Wallace's Bookstores, Inc.
      Wallace's Book Company, Inc.
      Wallace's Book Store (Baton Rouge), Inc.
      Wallace's Book Store (Bernidji), Inc.
      Wallace's Book Store (CCAC), Inc.
      Wallace's Book Store (CFCC), Inc.
      Wallace's Book Store (Carl Sandburg), Inc.
      Wallace's Book Store (Central Virginia), Inc.
      Wallace's Book Store (Cerritos), Inc.
      Wallace's Book Store (Chardron), Inc.

      Wallace's Book Store (Cleveland), Inc.
      Wallace's Book Store (Cranford), Inc.
      Wallace's Book Store (Dallas), Inc.
      Wallace's Book Store (Davidson), Inc.
      Wallace's Book Store (Dillard), Inc.
      Wallace's Book Store (EKU), Inc.
      Wallace's Book Store (Embry-Riddle), Inc.
      Wallace's Book Store (Fall River), Inc.
      Wallace's Book Store (Fayetteville), Inc.
      Wallace's Book Store (Ferrum), Inc.

      Wallace's Book Store (Florida), Inc.
      Wallace's Book Store (Gainesville), Inc.
      Wallace's Book Store (Glenville), Inc.
      Wallace's Book Store (Hartnell), Inc.
      Wallace's Book Store (Heartland), Inc.
      Wallace's Book Store (JSCC), Inc.
      Wallace's Book Store (Jacksonville), Inc.
      Wallace's Book Store (LPTS), Inc.
      Wallace's Book Store (Lakewood), Inc.
      Wallace's Book Store (Lamar), Inc.

      Wallace's Book Store (Lehigh Carbon), Inc.
      Wallace's Book Store (Marian), Inc.
      Wallace's Book Store (Massasoit), Inc.
      Wallace's Book Store (NVC), Inc.
      Wallace's Book Store (Natchitoces), Inc.
      Wallace's Book Store (New Hampshire), Inc.
      Wallace's Book Store (New River), Inc.
      Wallace's Book Store (Nicholls), Inc.
      Wallace's Book Store (Normal), Inc.
      Wallace's Book Store (Norman), Inc.

      Wallace's Book Store (Oakland), Inc.
      Wallace's Book Store (Orlando), Inc.
      Wallace's Book Store (Packbackers), Inc.
      Wallace's Book Store (Purchase), Inc.
      Wallace's Book Store (Radford), Inc.
      Wallace's Book Store (Rogers), Inc.
      Wallace's Book Store (SIU), Inc.
      Wallace's Book Store (Sauk Valley), Inc.
      Wallace's Book Store (Stony Brook), Inc.
      Wallace's Book Store (St. Cloud), Inc.

      Wallace's Book Store (TTUHSC), Inc.
      Wallace's Book Store (Tarrant), Inc.
      Wallace's Book Store (Transylvania), Inc.
      Wallace's Book Store (UK), Inc.
      Wallace's Book Store (U of L), Inc.
      Wallace's Book Store (USC), Inc.
      Wallace's Book Store (VMI), Inc.
      Wallace's Book Store (WY Wesleyan), Inc.
      Wallace's Book Store (Weyers Cave), Inc.
      Wallace's Book Store (Wytheville), Inc.

Chapter 11 Petition Date: February 28, 2001

Court: District Of Delaware

Bankruptcy Case Nos.: 01-00550 through 01-00611

Judge: Honorable Mary F. Walrath

Debtors' Counsel: Scott D. Cousins, Esq.
                   Greenberg Traurig LLP
                   222 Delaware Ave.
                   15th Floor
                   Wilmington, DE 19801
                   (302) 655-4880

Estimated Assets (Consolidated): More than $100 Million

Estimated Debts (Consolidated): More than $100 Million

Debtors' Consolidated List Of 20 Largest Unsecured Creditors:

Entity                      Estimated Amount Of Claim
------                      -------------------------
Pearson Education                $12,699,648
Tamas Deutsche
200 Old Tappan Road
Old Tappan, NJ 07675
(201) 767-4919

Thompson Learning                 $8,561,290
Sandra Testerman
7625 Empire Drive
Florence, KY 41042-2919
(859)282-5711

ecampus.com                       $6,000,000
Bill Zimmer
1999 Richmond Road
Lexington, KY 40502
859-514-5200

Harcourt Brace                    $5,472,697
Brenda Frigm
6277 Sea Harbor Drive
Orlando, FL 32887
(800)521-3185x3211

McGraw Hill                       $4,944,492
Claudia Johnstone
148 Princeton-Hightstown Road
Hightstown, NJ 08520-1450
(609)426-5904

Houghton Mifflin                  $3,094,365
Thomas E. Ogren
181 Ballardvale Street
Wilmington, MA 01887-7050
(978)661-1444

John Wiley                        $2,288,460
Joe Farino
I Wiley Drive
Somerset, NJ 08875-1272

Holtsbrinck Publishers            $1,259,622
Yvonne Dawson
16365 James Madison Hwy
Gordonsville, VA22942
(800)330-8477

Nicholls State University         $1,206,426
Micahel G. Davis
Rm 104 Elkin Hall
LA Hwy I
Thibodaux, LA 70301
(504) 448-4030

NASCORP                           $1,148,299
Cathy Cichanoski
528 East Lorain Street
Oberlin, OH 44074-1298
(800) 622-7948x2235

St. Cloud State University          $846,477
Richard Burke
720 4th Avenue
South, AS 122
St. Cloud, MN 56301-4498
320-255-2286

Missouri Book Company               $789,354
Edith
2711 W. Ash Street
Columbia, MO 65203
(800)325-3216

Tichenor College Textbook           $751,410
Cindy Martin
5005 N. State Road Rte 37
Bloomington, IN 47402-0669
(800)367-4002x212

Eastern Kentucky University         $714,866
Charles Whitlock
103 Coates Admin Bldg
521 Limestone Ave.
CPO A35
Richmond, KY 40475
859-622-2197

Matthews Book Company               $486,610
Michael J. Smegner
11559 Rock Island Court
Maryland Heights, MO 63043
(314)432-1400x310

Kendall Hunt                        $471,130
Peggy Flanagan
4050 Westmark Dr.
Dubuque, IA 52004-1840
319-589-1213

W W Norton                          $447,501
Kathryn Pinto
500 Fifth Avenue
New York, NY 10110
(800)233-4030x247

Login Brothers                      $367,545
Jo Am
1436 W. Randolph St.
Chicago, IL 60607
(312)432-7700x5111

Ingram Book Group                   $351,295
Pete Stringer
One Ingram Blvd
La Vergne, TN 37086-1986
(615)213-7738

University Of South Carolina        $325,000
Richard Wertz
202 Thornwell Admin Bldg
University of S.C
Columbia, SC 29208
803-777-8130


WHEELING-PITTSBURGH: Moves To Hire McDermott As Labor Counsel
-------------------------------------------------------------
Pittsburgh-Canfield Corporation and its related Debtors asked
Judge Bodoh for authorization to employ the Boston,
Massachusetts, law firm of McDermott, Will & Emery as special
counsel for Wheeling-Pittsburgh Steel Corp., with employment
approved retroactively to the Petition Date, with regard to
matters involving labor and employment law, Occupational Safety
and Health Administration regulations, and to represent the
Debtors in matters involving the United Steelworkers of America
and other labor unions.

The McDermott attorneys who may appear before the Court in
connection with these cases are Joseph E. O'Leary, Scott A.
Faust, Liam O'Connell, Martin Mahoney, and James Paretti.

The Debtors advised Judge Bodoh that WHX Corporation may be
jointly and severally liable with the Debtors for certain of the
Debtors' obligations under its collective bargaining agreements
and certain of the Debtors' related employee benefit obligations.
WHX currently sponsors several defined benefit pension plans
which cover employees of the Debtors. WHX and the Debtors are
both responsible for funding these plans on an ongoing basis. In
any of these plans were to terminate, both WHX and the Debtors,
as members of the same controlled group, would be jointly and
severally liable for any underfunding at the time of termination.

In addition, WHX has agreed to provide contingent guarantees for
a portion of the retiree benefits provided for under the Debtors'
collective bargaining agreements. The Debtors expressly assure
Judge Bodoh that their employment of McDermott will not extend to
matters involving the obligations of WHX with respect to these
liabilities.

The professional services that McDermott, Will & Emery will
render are:

      (a) Advising the Debtors with respect to matters involving
labor, employment and OSHA, including dealings with the United
Steelworkers of America and other labor unions;

      (b) Taking the necessary legal steps relating to matters
involving labor, employment and OSHA, , including dealings with
the United Steelworkers of America and other labor unions;

      (c) Preparing on behalf of the Debtors necessary
applications, motions, complaints, answers, orders, reports and
other pleadings and documents; and

      (d) Appearing before this Court and other officials and
tribunals and protecting the interests of the Debtors in other
jurisdictions and other proceedings relating to the
representation described in (a) through (c).

The current hourly rates of the partners, associates and legal
assistants of McDermott who are expected to render services to
the Debtors in connection with this representation are:

      Joseph E. O'Leary            $490
      Scott A. Faust               $400
      Liam O'Connell               $375
      Martin Mahoney               $295
      James Paretti                $270

Other attorneys and legal assistants may from time to time render
services to the Debtors in connection with these cases.

Mr. O'Leary, a member of McDermott, disclosed that the Debtors
owe McDermott $58,325,90 for accrued time and expenses through
the Petition Date. Mr. O'Leary assured Judge Bodoh that the firm
neither holds nor represents any interest adverse to the Debtors
or these estates, but in full disclosure, stated that the firm
represents PricewaterhouseCoopers LLP by providing general advice
concerning labor and employment matters, cooperative tax advice,
SEC representation, corporate advice to Norwegian clients of PwC,
and compliance representation regarding South American
corporations. The firm also works with Debevoise & Plimpton as
local counsel in litigation matters. The firm represents or has
represented, Bank One in securities, tax and transactional
matters, Donaldson, Lufkin & Jenrette as underwriting counsel for
public offerings and other matters, Citicorp Securities, Inc.,
concerning mortgage loan issues, Citicorp Global Technology
restructuring, and ERISA representation, First Union National
Bank in general tax areas, Bank of America NT and SA in
commercial financing, workout and other issues, Heller Financial
Inc. in financial, workout, and blue sky issues, American
National Bank and Trust Company, a Bank One company, for estate
administration, workouts, and other issues, The Chase Manhattan
Bank in transactions matters, Merrill Lynch Debt Strategies
Portfolio for general corporate tax litigation, employee benefit
issues, and REIT representation, Bank of New York for estate
administration, Bear, Stearns Securities Corporation for
transactional representation for fiduciary investment, and other
entities for various matters. Mr. O'Leary assured Judge Bodoh
that none of these representations relate to issues affecting
these estates or the employment for which approval is sought.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDWIDE WIRELESS: Company Says SEC Approves(?) $20MM Financing
----------------------------------------------------------------
"Worldwide Wireless Networks Inc. (OTCBB:WWWN), announced the SEC
approval of their equity line financing and details concerning
restructuring their liabilities," said in a press release issued
this week.  "Worldwide Wireless Networks' President and acting
CEO, Jerry Collazo, announced that they have recently gained SEC
approval of their SB-2 filing for a $20,000,000 equity line of
credit.  In addition, Mr. Collazo reported a significant
reduction of liabilities from inventory reduction that amounts to
approximately $1,800,000," the release continues.  A full-text
copy of the Form SB-2, as amended five times, is posted at
http://www.sec.gov/Archives/edgar/data/1095821/000109181801000027
/0001091818-01-000027.txt and includes all kinds of interesting
details about the Company . . . like this one:

      In February 2000, we learned that one of our directors,
      Dennis Shen, who had served in this capacity since the
      inception of Worldwide Wireless, had been convicted in
      California in 1996 of two counts involving the receipt or
      concealment of stolen property, both of which were dropped
      to misdemeanor counts and which, it appears, were eventually
      expunged at the bench and entered as not guilty pleas.
      Although Mr. Shen has had a close and valuable relationship
      with Worldwide Wireless since its initial operations, and it
      is expected that he will continue to provide valuable
      services to us as a consultant and significant shareholder
      in the future, upon learning of these convictions Mr. Shen's
      resignation was accepted by our Board of Directors on
      February 23, 2000.  Susan Shen, the wife of Dennis Shen, was
      not implicated in any of the charges discussed above, but
      resigned her position as our Secretary and Treasurer on
      about the same date. She continues to be a full-time
      employee of Worldwide Wireless, and Shen family members
      continue to be significant shareholders of our company.

"I realize that our shareholders have been anxiously awaiting the
SEC approval of our financing. Even though the process has taken
much longer than anyone expected, in all fairness to the SEC, I
must say that some of the internal changes we've made generated
some additional questions. Even though we have secured this
equity line, we continue to evaluate other financing options and
are not relying solely on it to meet our short and long term
funding needs. While we are pleased that the filing process is
complete, this line is not critical to the Company's survival,
but will be important to our future growth plans. Evaluating
other financing options that are available to us is very
important as the utilization of the equity line will be dependent
on the Company's share price. We are well aware that prudent use
of this line will limit our stock dilution and we will only draw
down on it when our share price is at a higher level," stated Mr.
Collazo.

Mr. Collazo -- a CPA and former Manager at Ernst & Young who also
holds a Masters in Business Administration from UCLA, a Masters
in Business Taxation from Golden Gate University and a BS in
Accounting from Fort Lewis College -- added, "The restructuring
of our balance sheet and liabilities is a critical step toward
achieving our primary goal of making our company profitable. As
we re-evaluated our strategic needs, we realized we had
significant excess inventory that we have been able to return to
vendors. The successful return of approximately $1,800,000 of
excess inventory is a tremendous relief of indebtedness and we
are currently in the process of selling our remaining excess
equipment to further reduce our liabilities. In addition to the
inventory reduction, we are re-negotiating some of our short-term
liabilities. Restructuring short-term debt into long-term
instruments will reduce the amount of funds required to meet the
terms of our current obligations so we can then invest these
funds directly into our operations."

At September 30, 2000, the Company's balance sheet showed a $1.9
million working capital deficit and liabilities exceeding assets
by $350,000.  The company posts losses of roughly $1,000,000 per
quarter.  Chisholm & Associates in North Salt Lake, Utah, serves
as the Company's auditors.  The legality of the shares of common
stock offered under the Company's latest amended prospectus will
be passed upon for Worldwide Wireless by Feldhake, August &
Roquemore, LLP, 19900 MacArthur Boulevard, Suite 850, Irvine,
California, 92612.  Some other matters involving Worldwide
Wireless and described in the prospectus, including matters
involving our pending and threatened litigation, have been passed
upon by Thomas J. Rotert, formerly of the law firm of Schumann &
Associates, who serves as General Counsel to Worldwide Wireless.
Schumann & Associates owns shares of our common stock with a
market value in excess of $50,000, which shares are being
included in and offered for sale under this prospectus.  Mr.
Rotert formerly served as our Secretary and Treasurer and was
also a member of our Board of Directors until his resignation on
December 20, 2000.

                About Worldwide Wireless Networks

Worldwide Wireless Networks is a data-centric wireless
communications company headquartered in Orange, California. The
Company specializes in high-speed Internet access using an owned
wireless network. Other products and services include frame
relay, collocation services and network consulting. The Company
serves all sizes of commercial business accounts.


BOOK REVIEW: TAKEOVER: The New Wall Street Warriors:
                        The Men, The Money, The Impact
-----------------------------------------------------
Author:  Moira Johnston
Publisher:  Beard Books
Soft cover: 395 pages
List Price:   $34.95
Review by Gail Owens Hoelscher

Takeover is a well-researched, evenhanded account of three 1980s
corporate takeover wars: Crown Zellerbach, TWA, and Unocal.   The
author selected these three as examples of the leveraged buyouts,
proxy fights, tender offers, and negotiated mergers that
characterize the era.  The cases demonstrate how the fate of
corporations intertwine, with Texaco, Getty, CBS, Revlon,
Household, and Union Carbide also playing roles.

Takeover is also a precautionary tale. The author characterizes
the takeover phenomenon as a social issue, and studies its
mindset and place in the continuum of U.S. business history. Ms.
Johnston paints in broad strokes, lamenting the clash the
takeover wars represent between "two conflicting elements in our
national character: the capitalist, who has marched to the beat
of Adam Smith's free trade theories since the nation's founding;
and the humanist, marching to nonmaterialist values, who tries to
buffer the poor from the law of the jungle with benevolent social
programs."

What made these megadeals feasible was the convergence of several
dynamics.  First, the existence of many companies with stock
prices below the appraised value of their underlying assets.
Second, the recent emergence of institutional investors, who
owned large blocks of stock and whose jobs depended on quick
profits.  These institutional investors jumped on opportunities
of tender offers, sometimes giving the entrepreneur a controlling
share of its target's stock.  Third, risk arbitragers bought up
stock as soon as a bid was announced, driving stock prices up
further.  And finally, junk bonds attracted larger sums of money
than ever could have been attained through traditional channels.

Johnston scrutinizes the players themselves, lawyers and
investment bankers, proxy fighters and arbitragers,
entrepreneurs, money managers and financial analysts, seeking to
find what drives them, and likening them to mercenaries in a wild
bloodless war of greed and power. She admires them as
individualists in the true American mold, as exemplifying the
ultimate American dream, rediscovering the founding principles of
hard work, risk, and the rewards of enterprise.  She believes
they act in defiance of the "code of gray caution lived by post
World-War corporate man [that] falls pitifully short of a full-
blown experience of life."  But, she questions their disregard
for the long-term consequences of their actions on companies,
employees, communities, the economy, society as a whole, and even
national security.

Takeover speaks to laymen and professionals as well, with a style
that combines technical description and delightful readability.
Here's a description of Nicholas Brady of Dillon Reed:  "He is
tall and elegant, with a lean, patrician face and a gracious
manner that lets him serve wax paper-wrapped roast beef
sandwiches at his boardroom table as if it were a champagne hunt
breakfast."

Ms. Johnston's extensive research yields brilliant quotes.  Here
is Skadden Arp's Morris Kramer, on Texaco's victory in acquiring
Getty:  "You've put the peg in the last hole.  You've put in
sixty days.  You're too tired to celebrate. We did have
champagne.  But you don't really celebrate.  As soon as the deal
is over, you go on to another deal."  And Ivan Boesky's closing
remarks in a speech to UC Berkeley business school students:
"Greed is all right by the way.  I want you to know that I think
greed is healthy.  You can be greedy and still feel good about
yourself."

Moira Johnston is an investigative journalist whose books and
articles have covered q wide array of topics.  Her work has
appeared in the New York Times Magazine, Vanity Fair, National
Geographic, and Esquire.  She is the author of The Last Nine
Minutes:  The Story of Flight 781," an investigation of the Paris
air diasaster of 1974.  She also collaborated with Trevor Rees-
Jones, Princess Diana's bodyguard, in The Bodyguard's Story.

                            *********

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
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

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

                      *** End of Transmission ***