TCR_Public/010308.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Thursday, March 8, 2001, Vol. 5, No. 47

                            Headlines

451 INC.: Files Chapter 7 Petition in New York
451 INC.: Chapter 7 Case Summary
ALTERRA HEALTHCARE: Secures $7.5 Million Bridge Loan For 6 Months
ATHEY PRODUCTS: Completes Sale to Five Star, Fetching $12.1 Mil
AVIATION HOLDINGS: Files Chapter 11 Petition in Wilmington

BRIDGE INFORMATION: Hires Cleary Gottlieb as Lead Counsel
BRUNNER MOND: Moody's Cuts Senior Subordinated Ratings To Caa3
COLLECTIBLE CONCEPTS: Engages Firm To Raise $5MM Add'l Capital
CROWN BOOKS: Books-A-Million, Inc. to Buy Inventory of 19 Stores
e4L INC.: Files Chapter 11 Petition in C. D. California

e4L INC.: Selling All Assets To VI Holdings For $12,250,000
EES COKE: Fitch Ratchets Series B Note Rating Down to B-
FRUIT OF THE LOOM: Will Talk About Exclusive Period on March 14
FURRS SUPERMARKETS: Taps Peter J. Solomon For Financial Advice
HARNISCHFEGER: Committee Seeks Clarification Of APP Settlement

HEILIG-MEYERS: Seeks Court's Nod to Auction 100 Store Leases
ICG COMMUNICATIONS: Creditors Tap Paul Weiss as Special Counsel
INTEGRATED HEALTH: Agrees To Modify Stay For Insured Claim
JOHNS MANVILLE: Berkshire Reports 100% Of Common Stock Ownership
LAIDLAW, INC.: Appoints Jack P. Edwards as New CEO for AMR Unit

LEGEND AIRLINES: Shuts Down & Starts Liquidation Of Assets
LEGEND AIRLINES: Viking Resources Ponders Asset Purchase Deal
LOEWEN: Kraeer Funeral Moves to Assume Lease Prior to Purchase
LTV CORPORATION: Hires Jay Alix As Crisis Managers
LTV CORPORATION: Posts $351 Million Net Loss For Q4 2000

NATIONAL CONTINENTAL: S&P Cuts Insurer's Strength Rating to BBpi
NETROM INC.: Names Robert F. Kastner as Chief Financial Officer
NIKE, INC.: Expects Low Q3 Results Due To Weak Footwear Revenues
NORTHPOINT COMMUNICATIONS: Begins Structured Sale Process
OUTBOARD MARINE: Genmar Holdings Computes Asset Purchase Deal

OWENS CORNING: Asbestos Claimants Object To Brobeck's Employment
PLATINUM ENTERTAINMENT: Summary Of Plan's Treatment of Claims
SERVICE MERCHANDISE: Inks Sublease with May Department Stores
SUNBEAM CORP.: Wins Final Approval of $285 Million DIP Facility
SYNTHONICS: Disclosure Statement Hearing Scheduled for March 21

SYSTEMONE TECHNOLOGIES: Shares Face Delisting from Nasdaq
TRANS WORLD: Ichan's Bid Piques Creditors' Committee's Interest
TRANS WORLD: American Clarifies Policy On Club Memberships
US OFFICE: Moody's Slashes Bank & Bond Debt Ratings
USA BIOMASS: Creditors' Committee Retains Levene Neale as Counsel

VLASIC FOODS: March 27 Deadline for Pickle & BBQ Sauce Bids
WHEELING-PITTSBURGH: Court Denies Bluestone's Motion to Compel

                            *********

451 INC.: Files Chapter 7 Petition in New York
----------------------------------------------
451 Inc., the producer's portal, filed for chapter 7 bankruptcy
protection with the U.S. Bankruptcy Court in the Southern
District of New York, according to LocalBusiness.com.

The company listed debts of about $9.6 million owed to as many as
50 creditors, including $1 million due to MarchFirst, the
Chicago-based consultancy, and another $500,000 to Ariba, a
Mountain View, Calif., technology provider. 451 Inc. was an
application service provider for the motion picture industry
offering an online exchange, catalog and content management, data
warehousing and mining, and a customized workflow, scheduling and
financial management system. The company listed monthly expenses
of $745,000, including a payroll of $340,000. (ABI World, March
6, 2001)


451 INC.: Chapter 7 Case Summary
--------------------------------
Debtor: 451 Inc.
         609 Greenwich Street
         New York, NY 10014

Type of Business: Application service provider for the motion
                   picture industry

Chapter 7 Petition Date: February 20, 2001

Court: Southern District of New York (Manhattan)

Bankruptcy Case No.: 01-40611

Judge: Allan L. Gropper

Debtor's Counsel: Barry E. Lichtenberg, Esq.
                   Schwartz, Lichtenberg, LLP
                   36 West 44th Street
                   Suite 1111
                   New York, NY 10036
                   (212) 764-4510
                   Fax : (212) 764-6365
                   Email: barryster@worldnet.att.net

Estimated Assets: $0-$50,000

Estimated Debts: $100,000,001 to $10 Million


ALTERRA HEALTHCARE: Secures $7.5 Million Bridge Loan For 6 Months
-----------------------------------------------------------------
Alterra Healthcare Corporation (AMEX: ALI) announced the closing
of a $7.5 million bridge loan and that it is continuing
discussions regarding the restructuring of its debt and lease
obligations with its principal lenders and lessors.

To ensure that Alterra has sufficient cash to maintain operations
of all its residences and address the Company's short-term
liquidity needs, the Company has obtained a $7.5 million bridge
loan provided by certain of its principal stock and convertible
debenture holders and is continuing to seek lender and lessor
consent to defer certain debt service and lease payments. As
previously reported, to address its long-term liquidity and
capital needs, the Company intends to (i) develop a restructuring
plan with its lenders, lessors, convertible debenture holders and
joint venture partners, (ii) continue to implement operating
initiatives focused on overall rate and occupancy improvement and
overhead reductions, (iii) dispose of under-performing and non-
strategic residences in order to reduce associated financing
costs, operating expenses and to generate cash, and (iv) seek to
identify additional equity or equity-linked capital.

The $7.5 million bridge loan has a six-month term, is secured by
first mortgages on several residences and bears interest at an
escalating interest rate, commencing at 10% per annum. At the
Company's option, the loan may be extended by an additional six
months whereupon the bridge loan will become convertible into
convertible subordinated debentures of the Company having rights
and terms substantially similar to the Company's Series B 9-3/4%
pay-in-kind convertible debentures, but having a conversion price
equal to $75 per share of Series B preferred stock (a common
stock equivalent price of $0.75 per share) or, if during the
original six month term of the bridge loan the Company has sold
any shares of common stock or Series B preferred stock at a
higher price per share, such higher price per share. The bridge
lenders also will be entitled to participate in any transaction
involving the issuance by Alterra of equity or equity-linked
securities during the term of the bridge loan.

As an inducement to make the bridge loan, the Company issued the
bridge lenders warrants to purchase an aggregate of 60,000 shares
of a newly designated class of the Company's preferred stock
having rights and terms substantially similar to the Company's
Series B preferred stock. Like the Series B preferred stock, each
share of the new preferred stock has rights, other than voting
rights, substantially similar to 100 shares of common stock of
the Company. Accordingly, 60,000 shares of the new preferred
stock represent 6 million common stock equivalent shares. The
five-year warrants are exercisable at a price of $75 per share
for 20,000 shares of the new preferred stock, $100 per share for
20,000 shares of the new preferred stock and $125 per share for
20,000 shares of the new preferred stock.

The Company also reported that, pursuant to the anti-dilution
provisions operative in the $213.8 million of outstanding 9-3/4%
convertible pay-in-kind debentures and preferred stock originally
issued by Alterra in May and August 2000, upon the issuance of
these warrants the conversion price for these debentures
decreased from $4.00 to $3.36 per share of common stock.

Alterra is continuing to seek forbearance agreements from certain
of its lenders and lessors with respect to March 2001 debt
service and lease payments, but will not have written agreements
in place with many of its lenders and lessors at the time these
payments are due. As the Company does not intend to make loan and
lease payments to certain of these lenders and lessors in March
2001, Alterra is now or will soon be in default with respect to
certain of these obligations. Management believes that, despite
the pendency of these defaults, during the near term the majority
of these lenders and lessors will continue to participate in
restructuring discussions with the Company. No assurances may be
given, however, that this will be the case. As Alterra's
principal credit, lease and other financing facilities are cross
defaulted to a material default occurring under other credit,
lease or financing facilities, a payment default by Alterra under
one such facility could result in Alterra being in default under
many other such facilities, which could adversely affect the
Company's ability to restructure without reorganization
proceedings.

Alterra offers supportive and selected healthcare services to our
nation's frail elderly and is the nation's largest operator of
freestanding Alzheimer's/ memory care residences. Alterra
currently operates in 28 states.

The Company's common stock is traded on the American Stock
Exchange under the symbol "ALI."


ATHEY PRODUCTS: Completes Sale to Five Star, Fetching $12.1 Mil
---------------------------------------------------------------
Athey Products Corporation (OTC Bulletin Board: ATPCQ), a
manufacturer of street sweeping and material handling equipment,
filed a voluntary petition for relief pursuant to Chapter 11 of
the Bankruptcy Code with the U.S. Bankruptcy Court for the
Eastern District, Raleigh Division, on December 8, 2000. The
previously approved sale of substantially all of the Company's
assets to Five Star Manufacturing LLC, a wholly owned subsidiary
of Federal Signal Corporation (NYSE: FSS), was closed on March 5,
2001 for $12,147,886 in cash (as contractually adjusted) and the
assumption by Five Star of certain obligations including but not
limited to the existing backlog of sale agreements to the
Company's customers, the Company's warranties, and the agreements
between the Company and its dealer-distributors.

In addition, Thomas N. Nelson resigned from the Board of
Directors effective March 5, 2001 but continues as President of
the Company.


AVIATION HOLDINGS: Files Chapter 11 Petition in Wilmington
----------------------------------------------------------
Aviation Holdings Group, Inc. (NASD OTCBB:AHGI) announced that
the Company and its only operating subsidiary, Aviation Holdings
International, Inc. ("AHI"), filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

The Company intends to conduct an orderly liquidation of its
inventory while it seeks to reorganize under Chapter 11. The
petitions were filed in U.S. Bankruptcy Court in Wilmington,
Delaware on March 1, 2001.

Following a review by its Board of Directors of the available
alternatives, the Company determined that a Chapter 11
reorganization is in the best long- term interests of the Company
and its stockholders.

Under Chapter 11, a company is protected from its creditors while
it continues to operate its business and to negotiate with
creditors.

The Company owns a controlling interest in AHI, which derives its
revenues from selling, leasing, exchanging and purchasing spare
parts for fixed-wing commercial jet transport aircraft, selling
turbine jet engines and from providing management services.


BRIDGE INFORMATION: Hires Cleary Gottlieb as Lead Counsel
---------------------------------------------------------
Bridge Information Systems, Inc., and its debtor-affiliates
sought and obtained Judge McDonald's permission to employ Cleary,
Gottlieb, Steen & Hamilton as their lead counsel in their chapter
11 cases.

Given the size and complexity of these cases involving extensive
operations both domestic and abroad and the fact that the
Debtors' alternative headquarters and many of their financial
relationships and creditors are centered in the financial
community in New York, Deborah Grossman, Bridge's Senior Vice
President and Treasurer, explained, the Debtors have determined
that it is necessary to engage New York counsel with a
significant Wall Street and international practice and knowledge
and experience in the area of litigation, mergers and
acquisitions, bankruptcy and law related to corporate financing
and commercial practice to assist in these proceedings. Cleary
Gottlieb fills that need.

Ms. Grossman relates that since December 7, 2000, Cleary,
Gottlieb has advised Bridge in connection with the possible
carve-out and sale of its interests in Bridge E-markets. The
Debtors contacted Cleary, Gottlieb in February 2001, to advise
and assist in connection with negotiations with the Debtors'
senior lenders and certain lessors regarding the restructuring of
their debts generally, and possible non-bankruptcy litigation and
the possible commencement of proceedings under the Bankruptcy
Code.

Specifically, Bridge turns to Cleary Gottlieb for:

(a) providing advice to the Debtors with respect to their powers
     and duties as debtors in possession in the continued
     operation of their businesses and the management of their
     properties;

(b) taking all necessary or appropriate action to protect and
     preserve the Debtors' estates, including prosecuting actions
     on the Debtors' behalf, defending any actions commenced
     against the Debtors, conducting negotiations concerning
     litigation in which the Debtors are involved, and filing
     and, if necessary, prosecuting objections to claims filed
     against the Debtors' estates;

(c) preparing on behalf of the Debtors, applications, motions,
     answers, orders, reports, memoranda of law and papers in
     connection with the administration of the Debtors' estates
     herein;

(d) representing the Debtors in negotiations with all other
     creditors and equity holders of the Debtors, including
     governmental agencies, concerning their claims and
     interests;

(e) representing the Debtors in negotiations regarding possible
     dispositions of some or all of their assets;

(f) negotiating and preparing on behalf of the Debtors one or
     more plans of reorganization and all related documents; and

(g) performing other necessary or appropriate legal services in
     connection with these chapter 11 cases.

The Debtors have paid Cleary Gottlieb a $300,000 retainer.
Additionally, Cleary Gottlieb received $132,659 for prepetition
services. For postpetition services, Cleary Gottlieb will bill
at its customary hourly rates:

      Partners                                  $495 to $625
      Special Counsel                           $475 to $555
      Associates                                $195 to $475
      Law Clerks and Summer Associates          $190 to $195
      Managing Attorneys                        $320 to $400
      Paralegals and Managing Attorney Clerks   $140 to $190

The attorneys who will spend a significant amount of time on this
engagement are:

                Attorney               Hourly Rate
                --------               -----------
                Thomas J. Moloney         $625
                Seth Stuhl                $375
                Kurt Mayr                 $345
                Satsuki Kinouchi          $195

Mr. Moloney assured the Court that neither he nor his Firm hold
or represent any interest adverse to the Debtors or their
estates. Hence, Cleary Gottlieb is a "disinterested person" as
that phrase is defined in 11 U.S.C. Sec. 101(14), as modified by
11 U.S.C. Sec. 1107(b). While Cleary Gottlieb may not be in a
position to directly sue certain of Debtors' creditors on behalf
of the Debtors because of its present representation of certain
creditors in unrelated matters, Mr. Moloney indicated, the
Debtors are not yet certain what if any suits of this nature will
become necessary. To the extent that any such litigation does
become necessary, the Debtors will use Bryan Cave or will engage
unrestricted counsel for such purpose. Given the Debtors' size
and the number of members of the Senior Lenders and the Lessors,
the Debtors believe it is unlikely that any major law firm with
the expertise necessary for these cases could be found that are
not currently representing some of the Debtors' major creditors
in unrelated matters.

In connection with Cleary Gottlieb's retention by the Debtors,
Mr. Moloney stated that directed that a list of parties with a
significant connection to the Debtors' reorganization be prepared
and compared to Cleary Gottlieb's database of current clients.
This comparison produced a list of such parties who are current
client's of the Firm:

                                      Nature of Work
      Entity                     Cleary Gottlieb Performed
      ------                     -------------------------
      Barclays Bank              Various corporate, securities and
                                     tax  projects
      Fleet Bank, NA             Various corporate, securities and
                                     litigation projects
      Bear Steams & Co., Inc.    Various corporate and securities
                                     Projects
      Goldman Sachs & Co.        Various corporate, securities,
                                     real estate, tax and
                                     litigation projects
      Merrill Lynch Pierce       Various corporate, securities and
         Fenner & Smith              tax projects
      Morgan Stanley             Various corporate, securities,
                                     tax and litigation projects
      Orix USA                   Various corporate, securities and
                                     litigation projects
      Travelers Insurance Co.    Various corporate and securities
                                     projects
      NASDAQ                     Various corporate and securities
                                     Projects
      Dow Jones & Company        Various corporate, securities and
                                     intellectual property
                                     projects
      Thomson                    Various corporate, securities and
                                     tax projects
      ADP                        Various corporate projects
      State Street Bank          Various corporate and securities
                                     projects

Mr. Moloney stressed that Cleary Gottlieb does not represent any
of these persons or entities in connection with Bridge's chapter
11 cases. Any current representation is on matters wholly
unrelated to the Debtors or this proceeding. Mr. Moloney noted
that because of the size of these cases and the possibility of
trading in claims, Cleary Gottlieb may represent other current
clients who are creditors of or who have a connection with the
Debtors and/or the Debtors' reorganization efforts that were not
uncovered as a result of this search, however, the Firm does not
represent any of them in connection with these cases.

In addition, Cantor Fitzgerald Securities, which is a party to an
executory contract with one of the Debtors, is a former client of
the Firm, Mr. Moloney discovered in his conflict check. With
respect to such contract or in the event of any dispute or
litigation between Cantor and the Debtors, Cleary Gottlieb will
not represent the Debtors if, under the circumstances, applicable
professional ethical duties would preclude the Firm from
undertaking such representation. Under these circumstances other
counsel would represent and advise the Debtors. (Bridge
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BRUNNER MOND: Moody's Cuts Senior Subordinated Ratings To Caa3
--------------------------------------------------------------
Moody's Investors Service lowered Brunner Mond's senior
subordinated bond ratings from Caa2 to Caa3. Moody's has also
lowered the senior implied rating to Caa1 and the senior
unsecured issuer rating to Caa2. The outlook for the ratings
remain negative, while approximately $198.7 million of debt
securities are affected.

According to Moody's, the rating actions reflect concerns about
the ability of the group to service its debt during the course of
2001 as a result of continued anticipated weak operating cashflow
generation, high ongoing CAPEX requirements, and a rapidly
diminishing liquidity cushion. As a result, without a
restructuring of the debt, which could include both bank debt as
well as the bonds, the rating action agency thinks the company
will be unable to meet in its entirety its debt service
obligations for this financial year.

Lowered ratings include:

      - Caa2 rating (to Caa3) for the GBP 50 million in senior
        subordinated 12.5% notes of Brunner Mond Group PLC

      - Caa2 rating (to Caa3) for the $125 million in senior
        subordinated 11% notes of Brunner Mond Group PLC

Moody's also states that the current negative outlook reflects
its view that, in light of the stretched liquidity situation, the
group may need to restructure its bonds which could lead to a
delay or a missed disbursement of interest, which if happens,
would qualify as a default and result in a further downgrade of
the bonds to Ca.

Brunner Mond Group PLC, is located in Northwich, Cheshire. It is
said to be the largest UK supplier of soda ash and refined sodium
bicarbonate.


COLLECTIBLE CONCEPTS: Engages Firm To Raise $5MM Add'l Capital
--------------------------------------------------------------
Collectible Concepts Group, Inc. distributes high-end and novelty
products related to both the entertainment and sports industries.
The Company sells its products through retailers, distributors,
department stores, the internet and catalogers. Since inception,
the Company has not generated sufficient revenues to meet
its operating expenses and has incurred significant operating
losses and net losses. At May 31, 2000, the company had a
shareholder's deficiency of $439,399 and a working capital
deficiency of $ 537,075. These factors raise substantial doubt
about the company's ability to continue as a going concern.

Collectible discloses that it "signed an agreement with an
experienced management/consulting firm for the purpose of raising
$5,000,000 of additional capital to fund future operations,
including acquisitions."  As of May 31, 2000, the company had
received $1,022,500, with an additional $439,000 received
subsequent to year-end (in June 2000).


CROWN BOOKS: Books-A-Million, Inc. to Buy Inventory of 19 Stores
----------------------------------------------------------------
Books-A-Million, Inc. (Nasdaq/NM:BAMM) has reached an agreement
to acquire the inventory of 19 retail bookstores from Crown Books
Corporation, a debtor-in-possession in a Chapter 11 bankruptcy
case pending in Delaware. Subject to Bankruptcy Court approval,
Books-A-Million will also assume the leases on the 19 stores,
which are located in the Washington, DC and Chicago metropolitan
areas.

Books-A-Million is one of the nation's leading book retailers and
sells on the Internet at http://www.booksamillion.com. The
company presently operates 185 stores in 17 states. The Company
operates four distinct store formats, including large superstores
operating under the names Books-A-Million and Books & Co.,
traditional bookstores and combination book and greeting card
stores, both operating under the name Bookland, and Joe Muggs
Newsstands.


e4L INC.: Files Chapter 11 Petition in C. D. California
-------------------------------------------------------
e4L Inc. (OTC BB:ETVL) announced that on March 5, 2001 it filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Central District of California.

Foothill Capital Corp., the debtor's secured creditor, has agreed
to provide debtor-in-possession financing.

e4L previously announced, in a news release on Oct. 20, 2000,
that (i) its wholly owned United States Subsidiary, Quantum North
America Inc. (d/b/a, e4L North America), filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California and (ii) its wholly owned United
Kingdom subsidiary, Quantum International Limited, filed a
petition in the High Court of Justice, Chancery Division
Companies Court in the United Kingdom seeking a grant of an
administrative order.


e4L INC.: Selling All Assets To VI Holdings For $12,250,000
-----------------------------------------------------------
e4L Inc. disclosed that an Asset Purchase Agreement was entered
into by and among VI Holdings Inc., SP Holdings Pty. Limited,
Quantum Prestige Limited, Quantum International Japan Limited,
Suzanne Paul (Australia) Pty. Limited, TeleMall Shopping Pty.
Limited, Quantum Marketing International (2000) Limited, Quantum
Marketing International Inc., QNA (collectively, the "Sellers")
and e4L, the 100% owner of each of the Sellers.

Pursuant to the Asset Purchase Agreement, VI Holdings Inc. has
agreed to purchase substantially all of the operating assets of
the Sellers including furniture, fixtures, equipment,
intellectual property rights, rights under existing contracts,
inventory and accounts receivable and to assume certain
liabilities of the Sellers for an aggregate purchase price of
$12,250,000. $12,000,000 of the purchase price will be applied to
reduce the debt owed to Foothill Capital Corporation by e4L
and/or QNA.

The sale of the assets of the Sellers constitutes the sale of
e4L's Far East and Pacific Rim business operations and the
remaining assets of QNA. e4L does not anticipate that the
proceeds from the sale of its remaining assets will be
significant.


EES COKE: Fitch Ratchets Series B Note Rating Down to B-
--------------------------------------------------------
Fitch has lowered the rating of EES Coke Battery Company Inc.'s
$75 million senior secured note issue due 2007 (series B) from
`BB-` to `B-`, while affirming the `BBB' rating on EES Coke's
$168 million senior secured note issue due 2002 (series A).

The rating action on the series B notes reflects the greatly
reduced financial strength and credit quality of National Steel
Corporation (NSC), the sole contracted offtaker for the coke
produced by EES Coke. The `BBB' rating on the series A notes
reflects the stability in cash flow provided by tax credit
payments as well as the relatively short remaining term of the
notes (maturity is April 15, 2002). Both ratings remain on Rating
Watch Negative.

EES Coke is a wholly owned subsidiary of DTE Energy Services
(DTEES), which is a wholly owned indirect subsidiary of DTE
Energy Company (DTE). Fitch has assigned a senior unsecured
rating of `BBB+' to DTE. The EES Coke notes were issued in 1997
to finance the acquisition of NSC's Coke Battery #5. Payments on
the notes are made from revenues received by EES Coke from sales
of coke and coke by-products and from payments made by DTE
pursuant to a tax sharing agreement. NSC, which is more than 50%
owned by NKK Corporation of Japan, is the contractual operator of
coke battery.

The series A notes are substantially supported by contractual tax
sharing payments from DTE equal to the tax credits earned by the
project pursuant to Section 29 of the Internal Revenue Code
(Section 29 tax credits) and the tax benefits of certain net
operating losses (NOLs) generated by EES Coke. To earn the
Section 29 tax credits, EES Coke must produce the coke and sell
it to an independent third party. It is estimated the tax sharing
payments for Section 29 tax credits will terminate in Dec. 31,
2002, which is after the maturity of the series A notes (April
15, 2002), but well before the maturity of the series B notes
(April 15, 2007). Hence, series B debt service payments after
2002 are tied to NSC's ability to meet its obligations under the
12-year Coke Sales Agreement. Fitch considers NSC's credit
profile to be consistent with a weak `B' category issuer.

Despite the weakened state of both the domestic steel and related
coke industries, EES Coke's actual operating and financial
performance has substantially mirrored the original base case
projections assumed at the time of the issuance of the notes
(base case). In 2000, the project charged 1.3 million tons of
coal, and produced and sold approximately 916,000 tons of coke,
both measures meeting base case levels assumed for 2000. Actual
2000 coke sales revenues were 6.5% lower than projected in the
base case due to a lower unit price for coke. Offsetting the
reduction in revenue was a 9.4% decline in coal expenses. As a
result, the actual debt service coverage ratio (cash available
for debt service divided by principal and interest payments) was
on par with the base case level of 1.5 times (x). Section 29 tax
credits and NOLs were essentially equal to the amounts projected
in the base case.

NSC has recently announced a number of initiatives that are
designed to improve its liquidity position and operating
performance. These initiatives include cost saving measures
totaling $95 million annually, relaxation of certain financial
covenants in its secured bank revolver and a new $100 million
subordinated revolving credit from a wholly owned subsidiary of
NKK Corporation. In addition, pressure on domestic steel
producers from foreign steel imports has recently eased, due to
the weakening of the US dollar relative to the Euro. Fitch views
all of these developments as positive to NSC's short to
intermediate term prospects, although NSC's long term prospects
are tied directly to the viability of the domestic steel
industry.

In the event of a payment default by NSC under the Coke Sales
Agreement, EES Coke is allowed to sell the coke to other buyers,
but it is uncertain under what terms, pricing and timing, the
project would be able to secure buyers of the coke products.
Given the relatively short maturity of the series A notes, Fitch
believes the likelihood of a NSC payment default under the Coke
Sales Agreement is materially higher in the time period after the
series A notes have matured. Nonetheless, in the unlikely event a
NSC payment default were to occur over the next several months,
the series A notes may not be exempt from the negative
ramifications. Therefore, the Rating Watch Negative status on the
series A notes will likely remain until we have a high level of
assurance that EES Coke has sufficient cash reserves (including
the six month debt service reserve account) to cover the
remaining payments due under the notes.


FRUIT OF THE LOOM: Will Talk About Exclusive Period on March 14
---------------------------------------------------------------
Much has been accomplished to date but there is still much to be
done before Fruit of the Loom, Ltd. can put its plan of
reorganization on the table, Luc Despins, Esq., at Milbank Tweed
Hadley & McCloy tells Judge Walsh.

Asking, pursuant to 11 U.S.C. Sec. 1121, for a fourth extension
of their exclusive period during which to file a plan of
reorganization and solicit acceptances of that plan, Mr. Despins
explains that the Debtors are close to proposing a plan of
reorganization, but the current exclusivity period does not
afford an opportunity to negotiate, draft and finalize a feasible
plan with the varied constituencies.  Mr. Despins assures the
Court that management is working diligently and in good faith
with its creditors and that business stabilization and employee
retention continue to be top priorities.

Judge Walsh will convene a hearing on March 14 in Wilmington to
hear from the Debtors, Bank of America, the Committees and their
professionals about how much more time the parties estimate
they'll need before a plan of reorganization can be filed with
the Court.  By application of newly-promulgated Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' exclusive period within which to propose a plan is
automatically extended through the conclusion of the hearing on
March 14, 2001. (Fruit of the Loom Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FURRS SUPERMARKETS: Taps Peter J. Solomon For Financial Advice
--------------------------------------------------------------
Furrs Supermarkets Inc. announced that it has retained Peter J.
Solomon Company (PJSC) to provide financial advisory, investment
banking, and valuation services related to Furrs' current
reorganization under Chapter 11 of the United States Bankruptcy
Code, subject to Bankruptcy Court approval.

Furrs believes it requires the services of an investment banker
experienced in reorganizations and in complex corporate
transactions to advise Furrs with respect to its strategic
alternatives. Specifically, PJSC will advise Furrs regarding
potential transactions that Furrs may consider, including
restructuring its existing indebtedness, obtaining new debt or
equity financing, a business combination with one or more
entities, or a sale of part or all of its assets.

New York-based PJSC has extensive experience in the supermarket
industry, having provided mergers and acquisitions advisory
services to such chains as Albertson's Inc., Big V Supermarkets,
Inc., Ralph's Supermarkets and SUPERVALU, Inc. PJSC also has
represented debtors, creditors and/or trustees in numerous
Chapter 11 proceedings, including R. H. Macy & Co., Inc.,
Barney's Inc., National Convenience Stores, Inc., Service
Merchandise Co., Inc., and Zenith Electronics Corporation, among
others.

Headquartered in Albuquerque, New Mexico, Furrs is the state's
largest privately held company. Furrs operates 71 stores
throughout New Mexico and west Texas and employs approximately
5,000 people.


HARNISCHFEGER: Committee Seeks Clarification Of APP Settlement
--------------------------------------------------------------
The Harnischfeger Industries, Inc. Committee told the Court that
their further review of the Debtors' Settlement with APP has
disclosed a significant conflict between the Settlement's overall
structure and certain provisions of Clause 10 in it.

The HII Committee noted that Clause 10 of the Settlement provides
for releases and discharges of claims held by the parties to the
Settlement:

      -- Clause 10(A) memorializes the release given by HII and
the Beloit Entities and provides that: "Each of the Beloit
Entities and [HII] hereby releases the APP Parties and each of
their officers, directors, employees, agents, shareholders and
successors from all claims and waives all rights against them,
whether such claims or rights are known or unknown, accrued or to
accrue, in connection with or in any way pertaining to the
Disputed Contracts, except set forth in Clause 10(C)."

      -- Clause 10(C) exempts from the Release the APP Parties'
"obligations to pay or repay any promissory notes issued to
[Beloit] or other financings or loans relating to the [Disputed
Contracts]. . . ."  Clause 10(C) in addition provides that the
"Beloit Entities' rights with respect to such promissory notes,
financings and loans are not effected by the (Settlement)."

In addition, the Committee noted that Clause 10(A) creates
certain indemnity obligations by HII by providing that HII
"agrees to indemnify [certain APP Parties] against any claims
arising out of or in connection with the Disputed Contracts by
Beloit Entities."

The HII Committee believes that the language of Clause 10 quoted
above requires clarification because it potentially exposes HII
to liability which the Settlement's overall structure does not
otherwise intend to place upon HII.

Envisaging the situation in which Beloit Entities enforce the
promissory notes, financings and loans as permitted by Clause
10(C), the Committee sees an ambiguity as to whether or not HII
could be forced to indemnify the APP Parties for such claims. The
Committee explains that there is ambiguity as Clauses 10(A) and
(C) release the APP Parties of all claims related to the Disputed
Contracts but then potentially preserves the Beloit Entities'
rights to pursue claims against certain APP Parties related to
the APP Parties' promissory notes, financings and loans related
to the Disputed Contracts. Clause 10(C), however, requires HII to
indemnify APP for all "claims arising out of or in connection
with" the Disputed Contracts.

The Committee believes this cannot be the result intended in
that, in effect, HII would be forced to fund the APP Parties'
obligations to HII's own subsidiary. The HII Committee notes that
this potential circularity of payment is inconsistent with the
overall structure of the Settlement and the explanation given to
it.

The HII Committee therefore requested that the order approving
the Settlement clarify that the HII indemnity does not include
any claims which Beloit Entities or any third party may assert
relating to the preserved claims and rights under Clause 10(C) of
the Settlement. (Harnischfeger Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HEILIG-MEYERS: Seeks Court's Nod to Auction 100 Store Leases
------------------------------------------------------------
Heilig-Meyers Co. is seeking court approval of bidding procedures
for the sale of 100 store leases, including paying a breakup fee
to a designated "stalking horse" bidder for one or more of the
leases. Given the number of leases, the home furnishings retailer
wants to adopt procedures that will foster bidding among package-
oriented bidders - without eliminating purchasers of individual
locations. The proposed procedures include establishing an April
17 bid deadline and an April 26 auction. The court will consider
approving the bidding incentives at a hearing March 13. (ABI
World, March 6, 2001)


ICG COMMUNICATIONS: Creditors Tap Paul Weiss as Special Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in ICG
Communications, Inc.'s Chapter 11 cases asked Judge Walsh for
approval of their employment of the New York law firm of Paul,
Weiss, Rifkind, Wharton & Garrison. The Committee told Judge
Walsh that there is a specific need for special counsel in these
cases because of intercreditor issues arising from the Debtors'
bifurcated capital structure and certain intercompany
transactions which need to be considered and resolved.

The Committee gave Judge Walsh the example of transfers of
approximately $434,000,000 from Holdings to Equipment between
June and September, 2000. As another example, under the DIP
Facility, the Holdings Debtors are jointly and severally liable
for the obligations of the Services Debtors. Further, the DIP
Motion contains a cross-collateralization clause which pledges
the currently unencumbered assets of the Holdings Debtors to
support borrowings by the Services Debtors. Paul Weiss has
already given the Committee advice on these matters and drafted
language which the parties agreed to include in these financings.

The Creditors' Committee believes, and told Judge Walsh, that
intercreditor issues can be most effectively and efficiently
addressed by a single Creditors' Committee, but the unique
circumstances of these cases require that special counsel be
appointed to consider such matters from the perspective of
Holdings' creditors.

The Committee advised Judge Walsh that the Debtors have consented
to the appointment of Paul Weiss as special counsel for these
purposes.

Paul Weiss has not received any retainer for the services it has
rendered and will render to the Committee, except that in
November 2000 the Debtors gave Paul Weiss $50,000 as a retainer
with respect to its work on behalf of the noteholders on the
Committee, of which $22,000 was applied on account of estimated
prepetition fees and disbursements incurred by Paul Weiss. The
balance of $28,000 is currently held by Paul Weiss.

Paul Weiss will seek compensation from the Debtors' estates for
services rendered to the Committee based on its customary hourly
rates, which are:

      Partners                 $475 - $650
      Counsel                         $475
      Associates 0-3 years     $250 - $370
      Associates 4-6 years     $410 - $445
      Associates 7+ years      $445 - $450
      Legal assistants          $55 - $160
      Legal assistant clerks          $115

These rates are generally adjusted on an annual basis.

The following attorneys will have primary responsibility for
rendering services to the Committee:

      Alan W. Kornberg        Partner       $650/hour
      Andrew N. Rosenberg     Partner       $475/hour
      Marc F. Skapof          Associate     $250/hour

If retained, the Creditors Committee expects Paul Weiss to render
the following services, as special counsel, for the benefit of
creditors of Holdings:

(a) Analysis and advice with respect to the proposed DIP Motion,
     including the Debtors' related motions with respect to the
     priority of intercompany advances and the granting of
     adequate protection;

(b) Analysis and advice with respect to prepetition transactions
     between the Holdings Debtors and the Services Debtors;

(c) Analysis and advice with respect to ongoing lease and other
     intercompany arrangements;

(d) Analysis and advice with respect to intercompany issues
     raised by any proposed Chapter 11 plan; and

(e) To the extent necessary, monitoring of these Chapter 11 cases
     and related proceedings.

Alan W. Kornberg assured Judge Walsh that Paul Weiss does not
hold or represent any interest adverse to the Committee and is
disinterested as that term is used in the Bankruptcy Code.
However, Mr. Kornberg disclosed that prior to the Petition Date
Paul Weiss represented certain creditors of Holdings, each of
which is now on the Creditors' Committee. In addition, Paul Weiss
represents, or has represented, other entities which may be
creditors of the Debtors or have interests adverse to the Debtors
or the Creditors' Committee. However, except as noted by Mr.
Kornberg, Paul Weiss has not represented any of these entities in
matters relating to the Debtors, their assets or their
operations, nor has such representation resulted in Paul Weiss
having knowledge of any facts or information that would adversely
affect such entities' rights, obligations, or treatment in these
Chapter 11 proceedings. These entities include Aetna, Chase
Manhattan Bank, Conseco Capital Management, Fidelity Investments,
ICG Communications and its related subsidiaries, ING Pilgrim
Funds, Lehman Brothers, Liberty Media, Lucent Technologies,
Mitchell Hutchins Asset Management, Morgan Stanley, Nortel,
Putnam Investments, Royal Bank of Canada, Sun America Asset
Management, the firm of Skadden Arps Slate Meagher & Flom, W. R.
Huff Asset Management Co. LLC, Wasserstein, Perella & Co., Inc.,
and Wells Fargo. (ICG Communications Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Agrees To Modify Stay For Insured Claim
----------------------------------------------------------
Joseph A. Johnson moved the Court for relief from the automatic
stay for him to proceed with a personal injury cause of action
against Integrated Health Services, Inc. in the State Court of
Fulton County, Georgia, filed on September 27, 2000, civil action
number 00V5009635C.

Joseph A. Johnson was admitted to the Debtors' facility,
University Nursing and Rehabilitation Center, located in Athens,
Georgia, on or about July 16, 1998, and was a resident there
until on or about April 15, 1999.

The Movant alleged that due to the Debtors' failures, negligent
acts, omissions and statutory violations, he sustained injuries
when he fell in his room at the facility on or about September
30, 1998 and sustained a right humeral fracture. In connection
with this, he filed complaint in the State Court against non-
Debtor Defendants, IHS Facility Management, Inc., Great Oaks
Nursing Home, Inc., and Eugene M. Bishop. It is the Movant's
intent to consolidate the actions against the non-Debtor
Defendants with the action against the proposed Debtor Defendants
for the most expeditious and cost effective means of litigating
his claim.

Accordingly, Mr. Johnson sought relief from the Stay to pursue
the State Court Action.

                The Debtors' Limited Objection

The Debtors indicated that they do not oppose the modification of
the automatic stay to permit the Plaintiff to liquidate his
claims.

Specifically, the Debtors do not oppose the modification of the
automatic stay so that the 1998 Claims may be liquidated and
recovery, where applicable, may be made against proceeds of their
1998 professional and general liability (PL/GL) insurance policy
with Steadfast Insurance Company (an affiliate of Zurich-American
Insurance Group) (the Zurich Policy). The Debtors note that the
particular insurance coverage available under the Zurich policy
relieves them of any financial burden related to the litigation
of such claims as well as the payment of any judgment or
settlement within policy limits.

However, to the extent that the Motion seeks recovery of proceeds
from the Debtors' 1999 PL/GL policy with Reliance National
Indemnity Co., the Debtors objected to the Motion. The Debtors
explain that for PL/GL claims accruing in 1999, aggregate
coverage under the terms of the Reliance Policy is the subject of
an adversary proceeding pending in the Court. Therefore, the
Debtors believe that until such time as their dispute with
Reliance is resolved, Reliance should not be permitted to apply
any portion of available insurance proceeds towards the payment
of liability claims insofar as such payments would create an
inequality between some or all of the creditors who have PL/GL
claims accruing in 1999.

                       The Court's Order

Having entertained the motion of Joseph A. Johnson and the
Debtors' limited objection to the Motion, the Court directed that
the automatic stay provisions of 11 U.S.C. Section 362 are
modified only to the extent necessary to permit the Movant to
commence an action and proceed to trial or settlement with
respect to the Prepetition Claims' against the Debtors so that
the amount of such claims may be liquidated.

The Court also directed that Section 362 is modified to permit
the use of estate assets including, but not limited to insurance
proceeds, to pay the Debtors' defense costs associated with the
liquidation of the Prepetition Claims.

To the extent that the Debtors are deemed or held to be liable,
whether through a trial or settlement, for professional and/or
general liability claims arising in 1998, the Court authorized
that the Movant may recover any such judgment or settlement from
available insurance proceeds in accordance with the Zurich
Policy. With regard to any portion of Movant's 1998 liquidated
claim in excess of, or not covered by, available insurance
proceeds (the Excess Claim), the Court's order specifies that
such claim will be administered as a general unsecured claim in
these Chapter 11 proceedings.

For professional and/or general liability claims arising in 1999,
the Court ordered that to the extent that the Debtors are deemed
or held to be liable, whether through a trial or settlement, the
Movant is prohibited from seeking to collect insurance proceeds
from Reliance, and Reliance shall not pay any liability claims to
Movant without a further order of the Court entered only after
notice and a hearing. (Integrated Health Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


JOHNS MANVILLE: Berkshire Reports 100% Of Common Stock Ownership
----------------------------------------------------------------
On February 26, 2001, Berkshire Hathaway Inc., a Delaware
corporation through J Acquisition Corporation, a Delaware
corporation and an indirect wholly owned subsidiary of Berkshire,
accepted for purchase 130,224,340 shares of the common stock of
Johns Manville Corporation, a Delaware corporation, that had been
validly tendered and not withdrawn pursuant to J Acquisition's
tender offer for all of the outstanding shares at $13.00 per
share, net to the seller in cash, without interest.

The Offer was made pursuant to an Agreement and Plan of Merger,
dated December 19, 2000, by the company, J Acquisition Corp. and
Berkshire, which provides for, among other things, the making of
the Offer by J Acquisition Corp. and, following the consummation
of the Offer, the merger of Johns Manville with and into the
company. The shares purchased pursuant to the Offer constituted
approximately 94.7% of the shares then issued and outstanding. In
addition, Berkshire already owned 4,788,900 shares representing
aproximately 3.5% of the issued and outstanding shares.

On February 27, 2001, the Merger provided for by the Merger
Agreement became effective. Pursuant to the Merger, shares which
were not validly tendered pursuant to the Offer and accepted for
purchase by J Acquisition Corp. (and whose holders have not
sought appraisal of their shares in accordance with applicable
provisions of Delaware law) were converted into the right to
receive $13.00 per share, net to the seller in cash, upon
delivery of appropriate documentation to the Paying Agent for the
Merger. As a result of the Merger, Berkshire owns 100% of the
outstanding shares of the company.


LAIDLAW, INC.: Appoints Jack P. Edwards as New CEO for AMR Unit
---------------------------------------------------------------
Jack P. Edwards, a director of Laidlaw Inc. (TSE:LDM; OTC:LDWIF)
since 1996, has been appointed president and CEO of American
Medical Response, Inc., (AMR) Laidlaw's national U.S. ambulance
services company.

A senior executive in the domestic and international logistics
and service industries since 1983, most recently as president and
CEO of Bellevue, Washington-based, Worldpoint Logistics Inc., Mr.
Edwards has assumed the responsibility for the overall direction
of AMR with specific emphasis on improving financial performance
and therefore value enhancement. He will be based in AMR's
corporate office in Aurora, Colorado.

Laidlaw Inc. is a holding company for North America's largest
providers of school and intercity bus transportation, municipal
transit, patient transportation and emergency department
management services.

Last year, Laidlaw declared a moratorium on interest payments on
its billions of dollars of debt and, in order to deal with
creditors, while leaving management to concentrate on managing
the core businesses, Laidlaw engaged the restructuring firm of
Zolfo Cooper LLC. Zolfo Cooper leads on-going negotiations with
Laidlaw's major stakeholders that will culminate in a
comprehensive restructuring of Laidlaw's balance sheet. At
November 30, 2000, Laidlaw's balance sheet showed liabilities
exceeding assets by $400 million.


LEGEND AIRLINES: Shuts Down & Starts Liquidation Of Assets
----------------------------------------------------------
Start-up carrier Legend Airlines Inc. announced its plans to
surrender its operating certificate to the Federal Aviation
Administration (FAA) by the close of business Monday, said T.
Allan McArtor, Legend's chief executive and co-founder, according
to the Associated Press.

Executives had struggled to bring Legend back to service after
shutting down operations in December and filing for chapter 11
bankruptcy protection. Legend was expected to take the first
steps toward liquidating its assets this week. The airline shut
down operations after losing $44.7 million since its launch in
1996.

American Airlines and the city of Fort Worth, Texas, a partner in
Dallas-Fort Worth International Airport, had tried to block
Legend from offering service from Dallas Love Field, but Legend
won a court battle and began flying last April. A month later,
American began offering its own all-first-class flights from Love
Field. (ABI World, March 6, 2001)


LEGEND AIRLINES: Viking Resources Ponders Asset Purchase Deal
-------------------------------------------------------------
Viking Resources International, Inc. (OTC Bulletin Board: VIKG) a
diversified holding company with a primary focus of expansion
through acquisitions and development within the aviation
industry, announced that it has begun the process of due
diligence on the anticipated acquisition of Legend Airlines,
Inc., a Dallas, Texas based commercial "niche market" carrier.

Legend Airlines focuses on individualized service, flying DC-9
aircraft with a 56-seat configuration. The aircraft is setup as a
total first class seating aircraft with all seats having full
recline capabilities and each with its own TV and lap top hook
ups. The concept is very exciting and has proved itself in
developing a clientele of upper echelon business executives.

"Legend Airlines will offer Viking an opportunity to once again
gain prominence in the commercial aviation market place. We have
committed funds to make this acquisition possible and have begun
the arduous process of due diligence. Viking management
understands the complexities of this type of acquisition and will
endeavor to assure its stockholders that the investment is well
founded and a financial staple in Viking's pursuit of dynamic
markets," said Thomas E. Patterson, Chairman and CEO.

Patterson continued, "We have spent several days in Dallas
completing a paperwork trail as to what will be required for our
due diligence process and those documents have been forwarded to
our accounting team for a full review. Although it is easy to be
persuaded by the visual beauty of the operation and the appeal of
the commercial aviation industry, it is more important that we
focus on what we can do to make this initial success story become
a long-term reality for Viking. We are working, with a syndicate
of lenders through OIS and a group of syndicated lenders from the
US and Canada, for the initial funding as well as the go forward
funds. The anticipated needs over the next three months are
projected to be $26,000,000.00 (twenty-six million) assuming no
revenue stream during the period. Should due diligence prove to
show a sound financial investment we anticipate to have aircraft
in the air as early as 60 days from the signing of the commitment
documents. Viking will take substantial majority position in
Legend Airlines and will be reviewing operations on a weekly
basis. We look forward to sharing this opportunity with our
stockholders in what hopes to be a wonderful project."


LOEWEN: Kraeer Funeral Moves to Assume Lease Prior to Purchase
--------------------------------------------------------------
In the continued effort by Debtor Kraeer Funeral Home, Inc. (KFH)
to exercise an option under the lease to purchase real property
located in Coral Springs, Florida from the Lorraine Kraeer Trust,
the business of the funeral home at the premises is involved
because KFH believes that the value of the Demised Premises
should be used to determine the purchase price and an M.A.I.
appraiser should perform the appraisal. The landlord, however,
contended that the Option contemplates a sale of the Demised
Premises based upon the value of the business located upon the
Demised Premises and accordingly, it might require any appraiser
to be appointed under the terms of the Lease to conduct a going
concern valuation of KFH's business at the Demised Premises.

The lease dated March 19, 1991, was between KFH and the Original
Landlords R. Jay Kraeer and Lorraine W. Kraeer, for the real
property located at 1655 University Drive in Coral Springs,
Florida and the building and related improvements situated on it
(collectively, the Demised Premises). The present Landlord is the
successor in interest to R. Jay Kraeer and Lorraine W. Kraeer.

KFH was acquired by The Loewen Group, Inc. pursuant to a Share
Purchase Agreement dated January 7, 1991 between LGII and Robert
Russell, James Judge, Ronald Deppen, Steven Nowatka Leonard
Walker and KFH (collectively, the 1991 Sellers). LGII purchased
from the 1991 Sellers all of the outstanding shares of KFH, which
owned the operations of the funeral home located at the Demised
Premises, and the shares of certain other entities. LGII paid an
aggregate purchase price of $7,800,000 for the shares of KFH,
which, at the time, operated funeral home businesses at
approximately 13 locations in the State of Florida. The assets on
KFH's balance sheet at the time included the equipment used in
the businesses, the benefit of all contracts to which KFH was
party and the goodwill of the businesses.

The present term of the Lease extends through March 19, 2001.

KFH and the other Debtors, in their business judgment, have
determined that the business being operated at the Demised
Premises is an essential part of their ongoing business
operations. This business provides KFH with substantial cash
flow. KFH has determined that there are few, if any, alternative
sites in the surrounding market that would be suitable at a
comparable cost for the operation of a funeral home business.

As previously reported, with a view to exercise the purchase
option, KFH sought and obtained the Court's approval to assume
the lease establishing the associated cure amount as $59,000
(D.I. 5860).

After the entry of the Assumption Order, KFH again notified the
Landlord of its intent to exercise the Option.

KFH identified to the Landlord an M.A.I. appraiser that would
perform the appraisal of the Demised Premises to determine the
purchase price. In response, the Landlord indicated that it
believed that the Option contemplates a sale of the Demised
Premises based upon the value of the business located upon the
Demised Premises. Accordingly, the Landlord indicated that it
might require any appraiser to be appointed under the terms of
the Lease to conduct a going concern valuation of KFH's business
at the Demised Premises instead. KFH, however, pointed out that
the language of the Lease clearly provides for an M.A.I.
appraisal of the Demised Premises for purposes of exercise of the
Option. KFH also pointed out that the Landlord owns only, and
thus can sell only, the Demised Premises and not the business.

KFH asserted that the plain language of the Lease states that the
Demised Premises are the subject of the Option and not the
business operated upon the Demised Premises. Further, it defies
common sense that the Option would contemplate the purchase and
sale of the business, since the Landlord does not own the
business. In addition, requiring the purchase price to be
determined based on the value of the business would be grossly
inequitable and unjust because pursuant to the 1991 Purchase
Agreement, the Debtors acquired all of the assets of the business
conducted at the Demised Premises, other than the Demised
Premises whereas the original landlords retained only the Demised
Premises. If the business of KFH were used in determining the
value of the Demised Premises, KFH would, in effect, be required
to pay for the KFH Property for a second time.

By this motion, KFH sought a clarification that the Option
relates to the purchase and sale of the Demised Premises and not
the underlying business, KFH also sought the authority to
exercise the option under the lease to purchase the subject
property because in the Debtors' business judgment, this is in
the best interests of their estates and creditors.

KFH believes that the procedure under the Lease for conducting an
M.A.I. appraisal of the Demised Premises will result in a fair
and equitable purchase price. (Loewen Bankruptcy News, Issue No.
33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV CORPORATION: Hires Jay Alix As Crisis Managers
----------------------------------------------------
The LTV Corporation told Judge Bodoh they wish to retain and
employ Jay Alix & Associates as business consultants and crisis
managers for their integrated steel businesses in these Chapter
11 cases. JA&A will:

(a) Assist the Debtors in developing a restructuring strategy for
     the Integrated Steel Business;

(b) Serve as LTV's Chief Restructuring Officer through
     appointment of James J. Bonsall, Jr., assisted by other JA&A
     professionals, and, in that capacity, assist in the
     implementation of the Integrated Steel Restructuring
     Strategy;

(c) Develop an integrated financial and business model of the
     Integrated Steel Business that will permit the examination of
     potential operating scenarios for the Integrated Steel
     Restructuring Strategy; and

(d) Perform such other related business consulting and crisis
     management services for and on behalf of the Debtors in
     connection with the Integrated Steel Business as may be
     mutually agreed upon by the Debtors and JA&A.

JA&A will charge hourly fees in accordance with its ordinary and
customary hourly rates in effect on the date services are
rendered. A nonrefundable retainer of $300000 has been requested,
which will be paid upon approval of the Application by the Court.
To the extent that a Success Fee is payable to JA&A, the retainer
will be applied against the Success Fee as a credit.

JA&A will earn a contingent success fee of $3,500,000 if, during
the 18-month period following the engagement date the Debtors
either (i) confirm a plan of reorganization, including a
liquidating plan, that becomes effective, or (ii) complete one or
more transactions that substantially transfer a significant
portion (i.e., more than 50% of the pro forma revenues or
operating assets) of the Integrated Steel Business as a going
concern to another entity. If neither a successful reorganization
nor a transaction occurs by the conclusion of the Success Period,
the Success Fee will be reduced, beginning on the 19th month
after the engagement date, by $100,000 for each month in which
neither event occurs, unless the Success Fee reaches $2,500,000,
at which point the Success Fee will not be subject to further
reduction, other than as a result of the application of the
retainer. In addition, if the Debtors' Chapter 11 cases are
converted to Chapter 7 cases, JA&A will remain entitled to a
Success Fee in the event that a transaction is, or has been,
completed.

JA&A will also be entitled to a break-up fee of $500,000 if JA&A
is terminated without cause within six months after the
engagement date.

The engagement letter also includes indemnification provisions
for the benefit of JA&A, its principals employees and agents. In
particular, the Debtors will: (a) indemnify the indemnified
parties for any losses, claims, damages, expenses and liabilities
incurred by the indemnified parties relating to, arising out of
or in connection with the services that are the subject of the
engagement letter; and (b) reimburse the indemnified persons for
any related expenses, including reasonable legal fees; provided,
however, that the Debtors will not be liable for the
indemnification and reimbursement obligations with respect to any
losses to the extent such losses arise from actions taken or
omitted to be taken by JA&A in bad faith.

The engagement letter further provides that JA&A principals James
J. Bonsall, Jr., and Albert A. Koch will be deemed to be officers
of the Debtors and covered by the same indemnification and
directors and officers liability insurance as is applicable to
the other officers of the Debtors. Notwithstanding this, however,
the Debtors and JA&A subsequently have agreed that only James J.
Bonsall, Jr., who will serve as LTV's Chief Restructuring
Officer, will be an officer of the Debtors and, as such, covered
by the same indemnification and directors and officers liability
insurance as is applicable to the other officers of the Debtors.
Although not an officer of the Debtors, Albert A. Koch will be an
indemnified party under the indemnification provisions of the
engagement letter.

While the Debtors may terminate JA&A's engagement without cause
at any time upon written notice, JA&A will be entitled to any
fees and expenses due under the terms of the engagement letter,
including any Success Fee for a Successful Restructuring or a
Transaction with respect to which HA&A provided services prior to
the termination date, and (b) if applicable, the Break-Up Fee.

James J. Bonsall, Jr., a principal in JA&A, disclosed that Jay
Alix, another principal of JA&A, is also the Managing Principal
of Questor Partners Fund, L.P., and Questor Partners Fund II,
L.P., both of which invest in special situations and
underperforming companies. All of the principals of JA&A,
including Jay Alix, own general and/or limited partnership
interests in one or more of the following: QPF, QPFII, Questor
Side-by-Side Partners, L.P.; Questor Side-by-Side Partners II,
L.P.; and Questor Side-by-Side Partners II 3(c), L.P., all of
which are related entities. Certain of the interested parties, or
their affiliates, are either direct or indirect investors in QPF
and/or QPF II:

(a) BT Commercial Corporation, a lender to the Debtors, is an
     indirect investor in QPF II;

(b) Bankers Trust Co., an unsecured creditor of the Debtors, is
     an investor in QPF II;

(c) Chase Securities, Inc., and The Chase Manhattan Bank, N.A.,
     both lenders to the Debtors, are investors through Chemical
     Investments in both QPF and QPF II;

(d) The CIT Group, a lessor of the Debtors, is an indirect
     investor in QPF II;

(e) Citicorp USA, Inc., a lender to the Debtors, is an indirect
     investor in both QPF and QPF II;

(f) GE Capital Commercial Finance Inc., and GE Credit, both
     lenders and through affilites, lessors, of the Debtors, are
     indirect investors in QPF II;

(g) National City Bank, a lender and, through an affiliate, a
     lessor of the Debtors, is an indirect investor in QPF II;

(h) The Travelers Insurance Co., an unsecured creditor of the
     Debtors, invests in both QPF and QPF II through Salomon Smith
     Barney; and

(i) Union Pacific Resources Group, Inc., one of he major business
     affiliations of the Debtors' officers and directors, is an
     investor in QPF through UPRG's pension plan.

In addition, the following parties are either current or former
clients of JA&A, or otherwise have a relationship with JA&A:

(a) Bank One Ohio Trust Co., a lender to the Debtors, is an
     affiliate of Bank One, N.A., a current client of JA&A in
     matters unrelated to these cases;

(b) Ernst & Young, LLP, a possible independent auditor to the
     Debtors, through their healthcare consulting unit, now known
     as Cap Gemini Ernst & Young, formed a marketing alliance with
     JA&A in 1999;

(c) General Motors Corp., a customer of the Debtors, is a current
     client of JA&A in conjunction with JA&A's work for Peregrine,
     Incorporated, in matters unrelated to these cases;

(d) An affiliate of GMAC Commercial Credit LLC, a lender to the
     Debtors, is a current client of the Systems Advisory Group, a
     JA&A subsidiary, in matters unrelated to these cases;

(e) Hopkins & Sutter, a law firm that is one of the major
     business affiliations of a former director of the Debtors,
     previously retained JA&A on behalf of Hopkins & Sutter's
     clients in matters unrelated to these cases;

(f) In matters unrelated to these cases, JA&A has worked with
     Jones Day in Chapter 11 cases, and Jones Day has provided
     advice to JA&A's affiliated investment fund Questor
     Management Company;

(g) Merrill Lynch & Co., a lender to the Debtors, is a former
     client of JA&A;

(h) Morgan Stanley Senior Funding, Inc., a lender to the Debtors,
     is affiliated with a major shareholder of Harnischfeger
     Industries, Inc., a current client of JA&A in matters
     unrelated to these cases;

(i) National City Bank, a lender and through an affiliate, a
     lessor, of the Debtors, is a member of the bank group for
     CSC, Ltd. JA&A has been retained by and currently represents
     the CSC Bank Group in matters unrelated to these cases; and

(j) Societe Generale, a lender to the Debtors, is a former client
     of JA&A.

JA&A has been retained as restructuring advisors to the debtors
in the Chapter 11 cases of Pittsburgh-Canfield Corporation and
its affiliates, currently pending before this court. Wheeling-
Pittsburgh Steel Corporation, one of the Debtors in those cases,
is a competitor of the Debtors. In addition, Wheeling-Pitt and
Debtor J&L Empire, Inc. are partners in the Empire iron Mining
Partnership. JA&A has established an information wall between its
employees working on the Pittsburgh- Canfield cases and those
working on the Debtors' cases. Accordingly, no confidential
information will be shared between those groups of JA&A
employees.

JA&A thus represents no interest adverse to the Debtors or their
respective estates in the matters for which JA&A is to be
retained, and is a disinterested person. (LTV Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-00900)


LTV CORPORATION: Posts $351 Million Net Loss For Q4 2000
--------------------------------------------------------
The LTV Corporation (OTC Bulletin Board: LTVCQ) announced a
fourth quarter 2000 net loss of $351 million including special
charges of $202 million. The loss was centered in the integrated
steel segment and was caused primarily by lower selling prices
resulting from unfairly traded imported steel, lower shipments
and higher natural gas costs in the Integrated Steel segment.

Integrated Steel selling prices were the lowest in twenty years
and integrated steel shipments were 13% below the year ago
quarter and 11% below the third quarter of 2000. The special
charges of $202 million were for an asset impairment charge for
LTV's tin mill operations, additional write-offs and costs
related to the acceleration of the previously announced LTV Steel
Mining shutdown and the write-down of electroplating equipment.

The fourth quarter 2000 results also include costs of $4 million
related to LTV's Chapter 11 reorganization. Results were
favorably impacted by a $10 million gain on the sale of an
interest in a metal fabrication joint venture. LTV posted a net
loss of $67 million in the fourth quarter of 1999.

William Bricker, chairman and chief executive officer of the LTV
Corporation, said, "LTV has reached agreements with its lenders
for $700 million of debtor-in-possession financing. Achieving
this agreement, which is subject to court approval, enables LTV
to focus on restructuring its steel operations." Mr. Bricker said
that LTV had hired Jay Alix & Associates, a recognized leader in
corporate and operational restructuring, to lead the effort to
restructure LTV's integrated steel operations. He said that the
effort would focus on changing the operations to enable them to
succeed in today's highly competitive environment.

The LTV Corporation is a manufacturing company with interests in
steel and metal fabrication. LTV's Integrated Steel segment is a
leading producer of high-quality, value-added flat rolled steel,
and a major supplier to the transportation, appliance, electrical
equipment and service center industries. LTV's Metal Fabrication
segment consists of LTV Copperweld, the largest producer of
tubular and bimetallic products in North America and VP
Buildings, a leading producer of pre-engineered metal buildings
for low-rise commercial applications. LTV's news releases are
available at no charge through PR Newswire's Company News On-Call
fax service at 800-758-5804, extension 516787, and over the
Internet at PR Newswire's website, http:\\www.prnewswire.com , or
LTV Steel's web site, http:\\www.ltvsteel.com .


NATIONAL CONTINENTAL: S&P Cuts Insurer's Strength Rating to BBpi
----------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on
National Continental Insurance Co. to double-'Bpi' from triple-
'Bpi'.

Key rating factors include the company's volatile loss reserve
development patterns and declining premium revenues, offset in
part by adequate capitalization and strong though declining
earnings.

The company mainly writes commercial auto liability coverage in
its capacity as a servicing carrier for New Jersey's Commercial
Auto Insurance Procedures (CAIP), California's CAIP, and New
York's Special Risk Distribution Plans. Its products are
distributed primarily through independent general agents and
direct marketing. Headquartered in Mayfield Village, Ohio
(domiciled in New York) and licensed in 49 states and the
District of Columbia, the company derives more than 95% of its
total revenue from New Jersey, California, and New York. It began
business in 1898.

The company participates in a contingent reinsurance agreement
with an affiliate, United Financial Casualty Co. (financial
strength rating triple-'Bpi'), in which the latter would assume
100% of the company's net retained liability for CAIP policies if
National Continental Insurance Co. were to become insolvent.

Major Rating Factors:

      -- Net premiums were about 29% lower (at $1.5 million) in
         the first nine months of 2000 than in the equivalent
         prior-year period ($2.1 million). Premiums have declined
         by an average of 54% since 1996.

      -- Net income fell sharply to $2.2 million for the first
         nine months of 2000, compared with $5.3 million for the
         equivalent prior-year period. Net income in 1999 was $7.1
         million, compared with $12.7 million for 1998.

      -- The company's two-year reserve development ratio has been
         volatile, ranging from 9.5% redundant (negative
         development) to 7.1% deficient in the last five years,
         due in part to the company's asbestos and environmental
         (A&E) loss reserve exposure. The gross A&E reserves were
         reported to be $14.6 million at year-end 1999.

      -- Capital adequacy was more than adequate at year-end 1999,
         as measured by Standard & Poor's model. Policyholder
         surplus increased 6% (to $55.1 million) in the first nine
         months of 2000, following a $0.5 million decline in 1999
         to $51.9 million.

      -- Leverage, as measured by the ratio of premium and
         liabilities to surplus, was conservative, at 0.9 times
         for 1999.

The company (NAIC: 10243) is wholly-owned by The Progressive
Corp. (NYSE: PGR), an insurance holding company domiciled in Ohio
(counterparty credit rating single-'A'-plus), of which the
combined operations form the fourth largest writer of private
passenger auto and personal-use vehicle insurance (motorcycles,
recreational vehicles, and snowmobiles) in the U.S., with
reported surplus of $2.2 billion at year-end 2000. National
Continental Insurance Co. does not receive additional credit for
implied group support.

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

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


NETROM INC.: Names Robert F. Kastner as Chief Financial Officer
---------------------------------------------------------------
Netrom Inc., (Pink Sheets:NRRM) announced the appointment of
Robert F. Kastner to the position of vice president of finance
and chief financial officer.

Kastner comes to Netrom with 30 years of experience encompassing
an extensive background in public company finance, mergers and
acquisition, and Securities and Exchange Commission (SEC)
compliance. In his new capacity, Kastner will oversee the audit
process, corporate reporting systems and corporate finance
functions for Netrom and its recently acquired subsidiary
Networth Inc., d.b.a. BigRebate.

"Robert's strong financial background, coupled with his
philosophy and management style are valuable assets that will be
key to providing the financial controls and information reporting
needed to manage Netrom's planned growth," said James Toreson,
chief executive officer of Netrom. "Kastner's appointment rounds
out our executive management team. I am very pleased to have
someone with his experience onboard."

"Robert will guide the company to ensure that Netrom successfully
completes its turnaround efforts," said Ron Clark, Netrom's
president. "He will help position the company for success in the
future. His impressive credentials and insight into the
operations of public companies will help Netrom gain better
visibility with our shareholders."

Prior to joining Netrom, Kastner was founder and principal of
Robert F. Kastner CPA located in Irvine, Calif. The company
specialized in accounting and taxation for small-to-medium size
businesses, business valuations, and consulting for mergers and
acquisitions.  He served as senior vice president of finance for
the Western Growers Association, as controller and chief
accounting officer of Foothill Group Inc., a publicly traded
financial services company in Los Angeles, and as supervisor of
management consulting for Avco Corp.  Kastner graduated from the
University of Cincinnati in Ohio with a BS in Accounting and is a
Certified Public Accountant.

                          About Netrom Inc.

Netrom Inc. (Pink Sheets:NRRM), founded in 1996, is a development
stage company, headquartered in Orange County. Since its
inception, Netrom has been involved with the development of
technologies related to the Internet, as well as developing new
eBusiness models. In the first quarter of 2000, Netrom became
insolvent and was forced into a major reorganization. The
company's short-term mission has been to complete a turnaround of
its business, restore trading of its stock to the OTC BB market
and fuel the growth of the company through strategic
acquisitions.


NIKE, INC.: Expects Low Q3 Results Due To Weak Footwear Revenues
----------------------------------------------------------------
Nike, Inc. reported that it expects to earn between $0.34 and
$0.38 per share for the third quarter ending February 28, 2001,
versus its previously stated guidance of $0.50 to $0.55 per
share. The company reaffirmed its previously announced earnings
per share guidance for the fourth quarter ending May 31, 2001 of
$0.60 to $0.65 per share. While the company does not expect to
achieve its mid-teens earnings per share growth target, it does
anticipate positive earnings per share growth for the full fiscal
year.

Philip H. Knight, Chairman and CEO, said, "We were anticipating a
flat year-over-year third quarter largely because of weakness in
our U.S. footwear revenues. During the quarter, we also
experienced complications arising from the impact of implementing
our new demand and supply planning systems and processes which
resulted in product shortages and excesses as well as late
deliveries. While we are disappointed by the impact it has had on
our third quarter, we believe that we have addressed the issues
around this implementation and that over the long term, we will
achieve significant financial and organizational benefit from our
global supply chain initiative."

Mr. Knight continued, "Nike's business is healthy in every area
except one. We are enjoying strong results in all of our
international regions, and in U.S. apparel and equipment;
however, our U.S. footwear business continues to pose challenges.
The recent success of NikeShox, our Women's Initiative, and
Presto provide encouraging signs that our U.S. footwear strategy
is taking hold, but we have more work to do. We intend to build
on this success by aggressively targeting growth in our share of
the important, but under-served, mid-priced segment of the
market.

Overall, I am confident in both our strategy and our ability to
achieve positive, sustainable results for our U.S. footwear
business. Combined with the robust strength of our international
business, we will strive to deliver strong returns and long-term
value."

Nike, Inc., based in Beaverton, Oregon, is the world's leading
designer and marketer of authentic athletic footwear, apparel,
equipment and accessories for a wide variety of sports and
fitness activities. Wholly owned Nike subsidiaries include Bauer
Nike Hockey Inc., the world's leading manufacturer of hockey
equipment; Cole Haan(R), which markets a line of high-quality
men's and women's dress and casual shoes; and Nike Team Sports,
Inc., which markets a full line of licensed apparel.


NORTHPOINT COMMUNICATIONS: Begins Structured Sale Process
---------------------------------------------------------
NorthPoint Communications, Inc. (OTC Bulletin Board: NPNTQ)
announced that the structured sale process is started after the
company received its first initial bids. The company has entered
into a "quiet period" and will not disclose to the public
specific information about bids, bidders or the amounts and value
of the bids until the auction process is concluded and approved
by the bankruptcy court.

An auction is planned for March 20, 2001 with a winning bid
presented to the bankruptcy court for approval on March 21, 2001.
All aforementioned dates are subject to change.

Following approval from the bankruptcy court, NorthPoint
Communications expects to proceed to close the transaction and
seek all necessary regulatory approvals. "It is our hope to sell
the company as a whole, but we can not speculate on the outcome
of this structured sale process," said NorthPoint Communications
President and CEO Liz Fetter. "We are confident that all bidders
will be impressed with our competent and committed employees, our
national network, our operational support systems and our
attractive customer base."

                About NorthPoint Communications

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


OUTBOARD MARINE: Genmar Holdings Computes Asset Purchase Deal
-------------------------------------------------------------
"The emotional roller coaster that began in December for dealers
and customers of the bankrupt Outboard Marine Corp. (OMC) boat
companies finally comes to a calm conclusion," Genmar Holdings,
Inc., says in a prepared statement.  Through its affiliated
investment acquisition arm, JTC Acquisitions, LLC, Genmar relates
that it completed the purchase of all US-based OMC boat and
trailer manufacturing assets.

Irwin L. Jacobs, chairman of the privately held Genmar, which now
becomes the world's largest boat builder, commented that he
"believed this transaction would bring the necessary calmness for
a business-as-usual environment throughout the marine industry.
"Within the next 48 hours," noted Jacobs, "Genmar will send
announcements to dealers and customers of the former OMC boat
companies defining Genmar's position on warranty and financial
obligations incurred by OMC prior to bankruptcy.

"We can't correct -- or make up for -- all the actions and events
that led to OMC's demise, but we will be as fair as possible,"
Jacobs added. "In the process, we intend to make these new Genmar
boat companies more successful than any time in their past."

Former employees of the companies acquired by Genmar can expect
to hear from managers this week as most plants ramp up as quickly
as possible to get boats into dealerships before Spring.

Manufacturing facilities slated for immediate opening include
Four Winns, in Cadillac, Mich.; Seaswirl, in Culver, Ore.;
Stratus/Javelin, in Murfreesboro, Tenn.; and Lowe in Lebanon, Mo.
Some facilities will not reopen. Lowe's Syracuse, Ind.,
operations will move to Lebanon, Mo., and Hydra-Sports' Columbia,
S.C., operations will be consolidated into Genmar's facilities in
Sarasota, Fla. The operation of Chris Craft, also in Sarasota,
Fla., is still under review.

With its new acquisitions, Genmar will produce 18 brands of
fiberglass and aluminum boats from 14 manufacturing centers in
the United States and Canada. In addition to the recently
acquired companies, Genmar boat brands include Aquasport, Carver,
Crestliner, Glastron, Hatteras, Larson, Logic, Lund, Nova,
Ranger, Trojan and Wellcraft.

Genmar is the industry leader in boat manufacturing technology
and has invested heavily in processes that speed production and
reduce environmental impact. Two years ago the company purchased
Logic Boats and its patented process for producing rotational
molded boats. Last year Genmar launched a new $30 million closed
mold process (VEC) for producing high quality fiberglass boats in
less than 25 percent of the time required by conventional
lamination methods. The patented VEC process, currently in use at
some Genmar companies, has won a total of six government and
industry awards for environmental, technical and engineering
advancements.


OWENS CORNING: Asbestos Claimants Object To Brobeck's Employment
----------------------------------------------------------------
The Official Committee of Asbestos Claimants, through Elihu
Inselbuch, Esq., of the New York firm of Caplin & Drysdale
Chartered, and Peter Van N. Lockwood of that firm's Washington
office, objected to Owens Corning's application to employ the law
firm of Brobeck, Phleger & Harrison LLP, in part, to prosecute
certain tobacco-related litigation in state court in Mississippi.
The Debtors also sought, in the Committee's view, to enter into a
fee agreement which the Committee said provides a "substantial
bonus" to Brobeck, in addition to payment of its ordinary hourly
rates. The Committee objected to any payment which might be
considered a bonus to Brobeck. Specifically, the Committee
objected to any suggestion that Brobeck will receive an incentive
bonus representing 15% of any judgment or settlement amounts
between $1 and $250 million, and 5% of any amounts in excess of
$250 million.

Even if Judge Walrath approves this payment arrangement, the
Committee objected because the fee agreement does not provide for
any meaningful judicial review of the propriety of the award of a
bonus. Brobeck is not prosecuting the Mississippi litigation
alone. The Debtors have also retained counsel in Mississippi to
represent them in the action and have proposed to employ this
Mississippi counsel as an "ordinary-course" professional. This
arrangement, the Committee argued, creates a situation where it
would be impossible for this Court to determine whether the work
performed by Brobeck is responsible for any recovery by the
Debtors. Moreover, the Debtors' presence in the Mississippi
litigation is the result of their having joined an already
existing action. The presence of qualified counsel for other
plaintiffs in the action serves to obscure even further this
Court's ability to ascertain whether Brobeck played any
meaningful part in the outcome of the litigation. Consequently,
the Committee submitted that if this Court permits any bonus
arrangement between Brobeck and the Debtors, the award of a bonus
should be subject to approval by the trial court in Mississippi.
This would permit this Court to expeditiously discharge its duty
by deferring to the judgment of the only court that will be able
to determine whether Brobeck has done anything to warrant such a
large award.

After consideration of this objection, Judge Walrath entered an
Order authorizing the estate's employment of the Brobeck firm
retroactively to the Petition Date. However, Judge Walrath
expressly reserved for her review any compensation to Brobeck,
whether as a bonus or under a general retention, and ordered the
Brobeck firm to include any request for a bonus as part of their
application for compensation from the estate, with all rights of
any party to object preserved. Upon this ruling, the Committee
announced their objection was satisfied and withdrew it. (Owens
Corning Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PLATINUM ENTERTAINMENT: Summary Of Plan's Treatment of Claims
-------------------------------------------------------------
On February 15, 2001, Platinum Entertainment, Inc. filed a plan
of reorganization.

                Treatment of Impaired Classes

      Class 2A - The Administrative Claim of First Source for all
funds advanced to or for the benefit of the debtor by First
Source between the Petition Date and the Effective Date: Allowed
in the amount of $4 million fully settled and satisfied by
receipt of 4,000 New Common Shares representing all of the issued
and outstanding new common shares of the Reorganized Debtor.

      Class 2B - The secured claim of First Source: Allowed in the
amount of $16 million fully settled and satisfied by receipt of
the New Senior Secured Note.

      The Class 2C claim, The unsecured deficiency claim of First
Source shall be deemed allowed in the amount of $17 million and
fully settled and satisfied by the distribution of any property
remaining in the debtor's estate after payment in full of all
allowed class 3 claims.

      Class 3 allowed unsecured claims - In full settlement and
satisfaction of each allowed class 3 claim, the holder of such
allowed claims shall receive its pro rata share of:

      (1) The sum of $1 million contributed to the debtor's estate
          by First Source upon the Effective Date.

      (2) 50% of Avoidance Recoveries after payment of al
          administrative claims of professionals for services
          rendered in connection with the prosecution of Avoidance
          Actions including the amount advanced to prosecute such
          Avoidance Actions by first Source as part of the Exit
          Financing Facility.

      (3) 2% of the net amount received by the Reorganized Debtor,
          from the sale of any recording previously released to
          the public by the debtor prior to the Effective Date for
          the 12 months following the Effective Date, not to
          exceed $300,000 in the aggregate.

      (4) 10% of the net amounts actually received by the
          Reorganized Debtor on or before the third anniversary of
          the Effective Date under any Artist Recording Contract
          assumed by the debtor or the Reorganized Debtor. Net
          amounts shall be calculated after the Reorganized Debtor
          has recovered all recoupable costs under such Artists
          Recording Contracts.

All existing Equity Security Interests shall be deemed canceled
as of the Effective Date.


SERVICE MERCHANDISE: Inks Sublease with May Department Stores
-------------------------------------------------------------
In furtherance of their Subleasing Program, Service Merchandise
Company, Inc. sought the Court's authority, pursuant to 11 U.S.C.
sections 363 and Rule 6004 of the Bankruptcy Rules, for entry
into an agreement with The May Department Stores Company to
sublease the Debtors' leased property known as Store Number 277
located in San Antonio, Texas.

The Debtors lease the Property pursuant to the lease between SMC-
SPE-1, Inc. (the Primary Landlord), and Service Merchandise of
Texas, Limited Partnership (Service Merchandise of Texas) (the
tenant). Pursuant to the Primary Lease, Service Merchandise of
Texas currently pays annual rent of $324,420.00 (excluding late
fees and charges asserted in connection with the bankruptcy) as
well as their shares of utility expenses, real estate taxes,
common area maintenance charges and other similar costs.

If approved by the Court, May Stores will sublease approximately
28,381 square feet of the approximately 59,250 square feet of
space located at the Property. In return for such space, May
Stores will pay the Debtors annual rent in the amount of
$164,277.50, beginning on the Possession Date through the fifth
anniversary of the Possession Date, and $178,562.50 thereafter
until the end of the original term of the Sublease which
terminates on the tenth anniversary of the Possession Date but
can be extended for three terms of five years each subject to
certain conditions. In addition, May Stores will pay as
additional rent its proportionate share for real estate taxes,
insurance, common area maintenance and related expenses that are
due under the Primary Lease and any recorded documents. May
Stores will be responsible for its own tenant improvements.

May Stores has proposed to use the Property for the sale of home
goods and will renovate the Subleased Premises to be suitable for
a typical May Stores location.

May Stores will be responsible for any non-structural repairs to
the Property and for the repair and maintenance of any
improvements to the Property performed by May Stores. Except to
the extent such repairs are the obligation of the Primary
Landlord, the Debtors will repair and maintain the structural
elements of the Property. Except for non-structural alterations,
May Stores will not make any alterations or improvements to the
Property without the prior written consent of the Debtors. The
Debtors will permit May Stores, at May Stores's sole cost and
expense, to install its standard building sign depicting the
trade name of May Stores on the Property.

In connection with the implementation of the Sublease and
consistent with the overall Subleasing Program, the Debtors will
renovate the retained portion of the Property to conform to the
initiatives of the Debtors' 2000 Business Plan. Specifically, the
Debtors will prepare the Property for their new merchandise mix,
improve the layout and the look of the Property, as well as
permit the subleasing of excess space to May Stores through the
installation of a demising wall, among other things.

May Stores will not sell, assign, mortgage, pledge, franchise or
transfer the Sublease or estate or interest thereunder or sublet
the Property without the prior written consent of the Debtors,
which will not be unreasonably withheld

However, May Stores may, without the consent of the Debtors,
assign or sublet its interest in the Property to certain related
and other entities or certain entities acquiring all or
substantially all of May Stores retail stores in the San Antonio,
Texas metropolitan area.

May Stores is obligated to open but is not required to
continuously operate in the Property, however, the Debtor shall
have a recapture right in the event May Stores fails to operate
in the Property.

In addition to entry into the agreement, the Debtors also
requested that the Court:

(1) make findings that:

     (a) the applicable lease, mortgage and related documents as
         to which the Debtors are bound do not prohibit the
         subleasing of the Premises to May Stores, including, but
         not limited to, any necessary renovation to the Premises
         and will not constitute a default; and

     (b) the interests of the parties to such documents will be
         adequately protected as provided in the Order or as may
         otherwise be agreed to between the Debtors and such other
         parties;

(2) approve the offer of adequate protection of other parties'
     interests in such properties in connection with the Debtors'
     proposed use of this property, if necessary.

                      The May Stores

May Stores is engaged in the operation of eight regional
department store companies nationwide under 12 trade names. At
fiscal year-end 1999, May Stores operated 408 department stores,
such as Lord & Taylor, Foley's, Filene's and Kaufmann's in 34
states and the District of Columbia. As of January 29, 2000, May
Stores had net sales of approximately $13 billion and total
assets of approximately $11 billion. (Service Merchandise
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SUNBEAM CORP.: Wins Final Approval of $285 Million DIP Facility
---------------------------------------------------------------
Sunbeam Corp. won final court approval of a $285 million debtor-
in-possession (DIP) credit agreement with its pre-petition
lenders after resolving the creditors' committee's objections,
according to The Wall Street Journal. Judge Arthur J. Gonzalez of
the U.S. Bankruptcy Court in Manhattan on Thursday signed a final
order approving the DIP financing after finding it to be vital to
keep the company operating. An interim order entered on the first
day of Sunbeam's bankruptcy case enabled the company to borrow up
to $200 million pending the final hearing. The committee's
objections were resolved prior to the final DIP hearing.

The Boca Raton, Fla.-based Sunbeam and its affiliates filed for
chapter 11 bankruptcy protection on Feb. 6, listing assets of
just under $3 billion and liabilities of $3.2 billion as of Sept.
30, 2000. (ABI World, March 6, 2001)


SYNTHONICS: Disclosure Statement Hearing Scheduled for March 21
---------------------------------------------------------------
Synthonics Technologies, Inc., filed its original plan of
reorganization and accompanying disclosure statement. A hearing
has been set to consider the adequacy of information contained in
the Disclosure Statement. The hearing will be held on March 21,
2001 at 10:30 AM.

This plan is a reorganization plan. The essence of the plan is to
retire and cancel all previous securities issued by the debtor
and to issue new securities under a distribution plan that
allocates 60% of the new securities for 3D as reorganization
equity, 20% for creditors holding allowed claims and electing to
participate in the equity distribution rather than receive
deferred payment of debt, 15% for the existing interest holders,
and 5% held in reserve for future use by the reorganized company
management.

General unsecured claims total $1,582,096. Under the plan, each
holder of an Allowed Class 4 Claim may elect to receive one of
the following:

(1) Its pro rata share of 20% of the reorganized entity's new-
     issue securities in the form of new common stock, or

(2) Its pro rata share of 20% of the reorganized entity's new-
     issue securities in the form of stock options exercisable at
     a price of $.01 per share, or

(3) Its pro rate share of periodic payments made to participating
     holders from the net cash flow from future business
     operations until such time as the holder recovers 100% of its
     allowed claim plus interest or the End Date is reached.


SYSTEMONE TECHNOLOGIES: Shares Face Delisting from Nasdaq
---------------------------------------------------------
SystemOne Technologies Inc. (Nasdaq: STEK), formerly Mansur
Industries Inc., received a Nasdaq Staff Determination letter
advising the Company of the staff's view that it is not in
compliance with the net tangible assets and market capitalization
requirements for continued listing.

Because the Company believes that its previously announced
marketing agreement with industry leader Safety-Kleen will
greatly enhance its operating and financial performance, it
intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. However,
if the Company does not prevail at the hearing, it anticipates
that its securities will be subject to delisting from The Nasdaq
SmallCap Market but continue to be quoted on the OTC Electronic
Bulletin Board. There can be no assurance that the Company will
maintain its burden of demonstrating to the Panel that it can
attain and sustain compliance with Nasdaq's listing requirements.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained, recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded ten patents for its products, which incorporate
innovative, proprietary resource recovery and waste minimization
technologies. The Company is headquartered in Miami, Florida.


TRANS WORLD: Ichan's Bid Piques Creditors' Committee's Interest
---------------------------------------------------------------
The TWA Creditors' Committee by its counsel Blank Rome Comisky &
McCauley LLP, in light of recent activity, issued the following
statement:

      "The American Airlines Transaction as currently structured
       does not assure a recovery to all unsecured creditors, and
       the Committee is filing objections to it with the
       Bankruptcy Court.  The Freeman Group with Mr. Carl Icahn's
       financial support submits an alternative which on its face
       seems to present an opportunity for a recovery to all
       unsecured creditors, and thus, the Committee feels it must
       consider it further.

       We do not view the process of obtaining higher or better
       transactions for the sale or restructuring of Trans World
       Airlines as closed, and TWA is urged to work with all
       groups."

For more information, contact Thomas E. Biron at Blank Rome
Comisky & McCauley LLP, One Logan Square Philadelphia,
Pennsylvania (215) 569-5562 or Harvey Tepner at Loeb Partners
Corporation, 61 Broadway New York, New York (212) 483-7086.


TRANS WORLD: American Clarifies Policy On Club Memberships
----------------------------------------------------------
American Airlines clarified its policy for accepting TWA's
Ambassadors Club memberships, should American's bid for TWA's
assets be successful.

American said it will accept Ambassadors Club memberships for
those customers who purchased memberships on or before March 6.
The offer will not apply to those who purchase Ambassadors Club
memberships after said date.

In submitting its bid to the U.S. Bankruptcy Court last week,
American said it will accept TWA's leases at 11 full-service
Ambassadors Clubs. At the same time, American noted that
Ambassadors Club annual members and multi-year members would
receive comparable Admirals Club memberships. American also said
that Ambassadors Club lifetime members would receive
complimentary Admirals Club membership for two years from the
closing date of the TWA asset transaction, and discounted
Admirals Club pricing for each year beyond, as long as their
membership does not lapse.

That remains American's policy, but there was confusion about
whether the acceptance agreement extends beyond March 6. American
said its statement is intended to clarify the issue.

Through a reciprocal agreement that was effective Feb. 1, 2001,
Ambassadors Club members are already welcome at American's
network of 50 Admirals Clubs located in 42 cities worldwide,
including the U.S., Canada, Mexico, the Caribbean, Europe, Latin
America and Japan.

Current AMR Corp. (NYSE: AMR) news releases can be accessed via
the Internet. The address is http://www.amrcorp.com/corpcomm.htm.


US OFFICE: Moody's Slashes Bank & Bond Debt Ratings
-------------------------------------------------------------
Moody's Investors Services downgraded the following ratings of US
Office Products:

      * Bank debt rating downgraded to Caa2 from Caa1;

      * $400 million senior subordinated debt downgraded to C from
        Ca;

      * Senior implied rating downgraded to Caa3 from Caa1;

      * Senior unsecured issuer rating to Ca from Caa2.

The rating actions follow the simultaneous announcements of the
sale of its remaining key business, North American Office
Products, and its filing under Chapter 11 of the U.S. bankruptcy
code, Moody's states. Approximately $850 million of debt is
affected.

According to Moody's, the ratings reflect the expectation that
the bank debt could experience some loss of principal, and that
recovery under the subordinated notes will be substantially
impaired. Reportedly, for the past 18 months, U.S. Office
Products has sought to reduce debt by selling assets, culminating
in the recent decision to divest all significant operations.
Although Moody's believes that the company was diligent in
sourcing buyers for its businesses, valuations have declined over
time due to weakness in the capital markets as well as publicity
about the company's deteriorating financial condition.


USA BIOMASS: Creditors' Committee Retains Levene Neale as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of USA Biomass
Corporation applied to employ Levene, Neale, Bender, Rankin &
Brill LLP as attorney to the committee.

The firm has agreed to represent the Committee in order to render
legal advice and guidance with respect to the powers, duties,
rights and obligations of the Committee the review and advice as
to the debtor's business affairs, interfacing with
representatives of the debtor, the U.S. Trustee's Office and
other parties in interest concerning all facets of this case,
assistance in the protection of assets of the estate,
preparation, on behalf of the Committee, of such petitions,
applications, motions, complaints, answers, orders , reports,
memoranda and all other legal documents as may be necessary .
Hourly billing rates for attorneys range from $250 to $425.


VLASIC FOODS: March 27 Deadline for Pickle & BBQ Sauce Bids
-----------------------------------------------------------
Vlasic Foods International (OTC Bulletin Board: VLFIQ) announced
that the U.S. Bankruptcy Court in Wilmington, Del., approved
bidding procedures regarding the sale of its namesake "Vlasic"
pickles and condiments and "Open Pit" barbecue sauce businesses.

The Company announced January 29th that it agreed to sell the
businesses to H.J. Heinz Company for $195 million, subject to
closing adjustments and subject to higher and better offers via
the Court supervised competitive sale process. That same day,
Vlasic Foods and its domestic subsidiaries also announced that it
voluntarily filed petitions under Chapter 11 of the U.S.
Bankruptcy Code in order to implement the terms of the Heinz sale
pursuant to section 363.

The order approving the bidding procedures provides that
competing bids must be submitted by March 27, 2001. The parties
agreed to a $1 million reduction in the break-up fee to be paid
to Heinz in the event the business is sold to a competing bidder.
That fee will now be $4 million. A hearing on the sale is
scheduled for March 30th in Wilmington.

David Pauker, managing director of Goldin Associates, a
turnaround manager retained by Vlasic Foods to assist in
implementing a financial restructuring, said, "We are pleased the
Court has set March 27th as the deadline for competitive bids.
This timeframe will allow potential bidders ample time to conduct
due diligence and formulate bids." Interested parties should
contact Dan Motulsky at Lazard Freres, Vlasic Foods' investment
bankers, to obtain information on the Company and the bidding
procedures.

The Company continues to consider options respecting the
reorganization or sale of its frozen food businesses, which
manufacture and market more than $400 million of frozen dinners,
entrees and breakfasts under the "Hungry-Man", "Great Starts",
"Swanson" and "Fun Feast" brands.


WHEELING-PITTSBURGH: Court Denies Bluestone's Motion to Compel
--------------------------------------------------------------
Judge Bodoh issued an opinion and order finding that Bluestone
Coal Corp.'s bid to force Wheeling-Pittsburgh Steel Corp. to
assume or reject its coal supply contract is unreasonable.
Bluestone, Judge Bodoh is told, was paid current at the Petition
Date. Further, the Debtor is making prompt payment for all
postpetition obligations to Bluestone. Judge Bodoh found that the
continuation of the Debtor's business requires a regular supply
of low volatility coat at a steady price. Bluestone's desire
that the Debtor make its assumption or rejection decision in a
compressed timeframe is asking for too much. Judge Bodoh
concluded that the Debtor should be given a reasonable period of
time to determine whether it would be better off assuming the
contract or attempting to obtain a better deal from another
supplier. In finding that the equities of the situation weigh
heavily in favor of allowing the Debtor more time to reach an
informed decision regarding assumption or reject, the Court
concluded that the usual time frame for assumption or rejection
is appropriate.

For these reasons, Judge Bodoh denied Bluestone's Motion in its
entirety. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

                            *********

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

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Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

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

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

                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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