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

              Tuesday, March 13, 2001, Vol. 5, No. 50

                            Headlines

ASDAR GROUP: Derek Initiates Foreclosure Proceedings
ATLAS MINERALS: Closing Its Bolivian Mining Operation
BOLDER TECHNOLOGIES: Shares May Be Kicked Off Nasdaq
BOLDER TECHNOLOGIES: Exploring Strategic Alternatives
BRIDGE INFORMATION: Retains Alvarez & Marsal as Consultants

CIRCUIT CITY: Damage Report to be Released April 2
COMDIAL: Raises $11.4 Million from Sale of Virginia Facility
COMPUTER LEARNING: Bankruptcy Trustee Sells Two Schools For $3MM
CRIIMI Mae: Court Grants Extension of Effective Date to April 13
CROWN BOOKS: Court Gives The Go Ahead For Remaining Stores Sales

EMACHINES INC.: May Run Out Of Cash By Year-End
FAS MART: Files for Chapter 11 to Restructure Long-Term Debt
FRUIT OF THE LOOM: Court Okays CEC's Retention Despite Objections
HARNISCHFEGER: Seeks To Estimate Morris' Avoidance Action Claims
HOMEACCESS: Court Okays Stock Purchase Agreement With GLD

HYUNDAI: Korea Banks to Expand Loans to Help Fend Off Bankruptcy
INDYMAC: Moody's Lowers Subordinated Classes Of Two MH Deals
ITHACA INDUSTRIES: Seeks Extension Of Exclusive Period
JC PENNEY: Fitch Keeps Watch on Debt & Commercial Paper Ratings
LERNOUT & HAUSPIE: Dragonholders Push for a Chapter 11 Trustee

LILLIAN VERNON: Feels Revenue Pinch and Embarks on Cost-Cutting
LODGIAN: Moody's Places Ratings On Review For Possible Downgrade
LOEWEN: Silver Bell Wants To Assume Arizona Funeral Home Lease
LTV: Chicago Amici Balk At Debtors' Move To Use Cash Collateral
LUBY INC.: Pappas Brothers Join Top Level Management

PETSMART: Says Inventory Level is Very Low
PROTECTION ONE: Moody's Downgrades All Ratings
RITE AID: Continues to Reduce Debt Load But Still Has Far to Go
SAVIO, PETER: Hawaiian Developer Goes to Bankruptcy Court
SIMULA INC.: Reduces Workforce as Part of Ongoing Restructuring

SUNBEAM: Court Okays $1.4 Million Employee Retention Bonus Pool
TANDYCRAFTS: Reports Second Quarter Losses
TANDYCRAFTS: Falls Short Of NYSE Trading Requirement
ULTRA STORES: Files Chapter 11 Petition in New York
ULTRA STORES: Chapter 11 Case Summary

URBAN BOX: Seeks Court's Nod On Additional Funding Plan
VLASIC FOODS: Court Approves $8.5 Million Employee Retention Plan

                            *********

ASDAR GROUP: Derek Initiates Foreclosure Proceedings
----------------------------------------------------
Derek Resources Corporation (OTCBB:DRKRF)(CDNX:DRS.) reported
that on March 1, 2001 the company initiated foreclosure
proceedings in Wyoming against its 25% non-operating partner in
the LAK Ranch Project, Asdar Group, Inc., a Nevada corporation.

The company initiated the action after repeated attempts failed
to collect Asdar's 25% portion of ongoing project costs. On
January 30, 2001 the company delivered formal notice of default
to Asdar for their failure to pay amounts then due.

In the March 1, 2001 foreclosure action Derek has claimed for
amounts then due, or which will become due by March 15, 2001
totalling US $777,190 plus accrued interest, attorney's fees and
costs. Asdar has until April 13, 2001 to tender payment in full
to Derek or successfully challenge the company's claim in court.
Failure to complete one of these actions will result in
foreclosure on all of Asdar's rights and interests in the LAK
Ranch Property.

The company is presently carrying out routine start-up operations
at the LAK Ranch Project and updates will be published shortly on
progress to date.


ATLAS MINERALS: Closing Its Bolivian Mining Operation
-----------------------------------------------------
Atlas Minerals Inc. (formerly Atlas Corporation) (OTC: ATMR)
disclosed that its wholly owned subsidiary, Arisur Inc., is being
forced to shut down its Andacaba mine, located near Potosi,
Bolivia, as a result of failure of negotiations with its primary
lender, Corporacion Andina de Fomento ("CAF"), to reschedule its
debt payments.

The Company has been in intermittent negotiations with CAF since
May 1999 when it originally defaulted on a scheduled loan
payment. By letter dated July 28, 1999 and revised on October 26,
1999, CAF agreed to restructure the remaining balance of the debt
under the condition that the Company, by June 30, 2000,
demonstrate that it has a minimum of four years of proven
reserves at a production rate of 400 tonnes per day at the
Andacaba mine. In April 2000, Latin American Investment Group
("LIAG"), an independent Latin American engineering firm,
confirmed the required amount of reserves and recommended
additional investment in the operation in order to assure a
sustainable production rate of 400 tonnes per day. Despite this
report, and subsequent recent confirmation by LIAG and Atlas that
the operation is progressing towards the 400 tonne per day level,
CAF has been unwilling to negotiate a rescheduling of the loan
and is initiating foreclosure proceedings against the Company's
subsidiary, Arisur Inc.

The Company has been left with no choice but to cease operations
effective immediately, which will consequently result in the loss
of over 250 jobs in Potosi and the surrounding area, as well as
causing serious damage to any residual value of the mine assets.

The Company is evaluating its future alternatives.


BOLDER TECHNOLOGIES: Shares May Be Kicked Off Nasdaq
----------------------------------------------------
Bolder Technologies Corporation (Nasdaq: BOLD) reported that it
received notice from the Nasdaq National Market that it is not in
compliance with Nasdaq continued listing standards.

Among other things, those standards require that Bolder's common
stock must trade above $1.00 for at least ten consecutive trading
days prior to May 22, 2001. If Bolder's common stock does not
trade at this level for the required time period by May 22, 2001,
Nasdaq could delist Bolder's common stock as early as the opening
of business on May 23, 2001. If Bolder does not satisfy this
maintenance requirement before May 22, 2001, it may decide to
apply for quotation of its common stock on the Nasdaq Bulletin
Board, or any other organized market on which its shares may be
eligible for trading, or it may decide to appeal Nasdaq's
delisting decision.


BOLDER TECHNOLOGIES: Exploring Strategic Alternatives
-----------------------------------------------------
Bolder Technologies Corporation announced that both Target and
Wal-Mart will discontinue selling the SecureStart(TM) Portable
Jump Starter in the Spring of 2001. The Company will continue to
distribute product through its other current distribution and
retail partners, which include Sears, Pep Boys and many auto and
marine distributors in the U.S. and Canada.

Bolder is continuing to work with its outside advisors to develop
strategic alternatives. To date, the Company has been
unsuccessful in attracting additional financing; its activities
are now focused on effecting the sale of the Company to a
strategic buyer.

"We will continue to explore opportunities for raising additional
capital while also pursuing other strategic alternatives
available, including a potential sale or merger of the Company.
However, if additional capital or a sale is not forthcoming, we
would have to consider other options including a further
reduction or suspension of the Company's operations," said
Chairman, President and Chief Executive Officer Roger F. Warren.

Bolder also reported that it has suspended payments under its
existing loan agreement with Transamerica Business Credit
Corporation and that it has received a default notice from
Transamerica.

"As we have discussed previously, we are in discussions with our
creditors to extend or restructure our obligations. The
cooperation of Bolder's major creditors is necessary if we are to
have the time to explore various strategic alternatives. Although
nothing is certain at this point, we hope that our ongoing
discussions with creditors will give the Company and its
financial advisors a reasonable opportunity to identify and
consider an alternative that provides the most value available to
all stakeholders in the Company," said Warren.

Although Bolder has no definitive plans at this time, if its
discussions with creditors such as Transamerica prove
unsuccessful or if no suitable strategic alternative can be
consummated, it may be forced to explore other options in the
foreseeable future, including the possibility of filing for
bankruptcy. Moreover, even if Bolder is able to conclude a sale,
merger or other strategic alternative, the Company believes that
at present it is unlikely that any such transaction would return
any value to Bolder's stockholders.

Bolder Technologies Corporation, headquartered in Golden,
Colorado, manufactures and markets advanced, high-power spiral
wound rechargeable batteries based on its patented Thin Metal
Film ("TMF(R)") technology. The Company is developing and
commercializing consumer and OEM battery products with the TMF(R)
technology, including the SecureStart(TM) Portable Jump Starter
(which the Company began shipping to retailers in September
1999), that use proven lead-acid electrochemistry in a
proprietary configuration with a higher power density than any
commercially available rechargeable battery. The TMF(R)
technology offers numerous advantages over existing batteries for
current and future applications, including near-term
opportunities in the marine and auto after markets for 12V
primary starting batteries. Bolder's website is
http://www.boldertech.com.

Bolder's TMF(R) technology also has possible future applications
in the pending auto industry conversion from 12V to 36V systems,
both directly through vendor sales and indirectly through a
license agreement with Johnson Controls, Inc. ("JCI").


BRIDGE INFORMATION: Retains Alvarez & Marsal as Consultants
-----------------------------------------------------------
Under the terms of an Engagement Letter dated February 15, 2001,
and amended on February 23, 2001, Bridge Information Systems,
Inc., retained Alvarez & Marsal, Inc., as its restructuring
consultants. As part of that engagement, Alvarez will make two
of employees available to Bridge:

(A) Sankar Krishnan to serve as Bridge's Chief Restructuring
     Officer; and

(B) James Fogarty to serve as Bridge's Assistant Restructuring
     Officer.

By this Application, the Debtors asked Judge McDonald to ratify
that decision and authorize A&M's employment as a professional
pursuant to 11 U.S.C. Sec. 327(a).

Prior to the Petition Date, Bridge told the Court, the role of
Chief Executive Officer was filled by Thomas McInerney, who is
one of the General Partners of Welsh Carson, in consultation with
the Executive Committee of Bridge's board of directors. Shortly
before the Petition Date, however, Mr. McInerney resigned because
of the conflict of interest posed by Welsh Carson's role as a
bidder for the Company. In connection with this resignation and
the Board's decision to authorize the commencement of chapter 11
proceedings, the Company determined that its executive group
would benefit from the advice, leadership and direction of
professional restructuring advisors and from the insertion into
the management structure of an independent party to facilitate
the sales process.

Specifically, the Debtors look to Alvarez:

(1) to act as the Chief Restructuring Officer with primary
     responsibility for direction of the sales process and the
     Company's operations during the Chapter 11 case subject only
     to oversight and direction by the Board;

(2) for assistance in revisions to operating plans and cash flow
     forecast;

(3) for assistance in identification of additional cost reduction
     and operations improvement opportunities through review of
     the Company's facilities, personnel and operating procedures,
     including, if appropriate, identifying assets for sale and
     managing the sale of those assets either directly or through
     third party advisers/agents for the Company;

(4) for assistance in communications with creditors and
     representatives of creditors to discuss the business
     operations, financial performance and condition of the
     Company;

(5) for such other activities as are approved by the Board and
     agreed to by Alvarez & Marsal.

The Debtors disclosed that they paid Alvarez a $90,000 retainer
on account of post-petition services and paid $35,000 to Alvarez
on account of pre-petition services.

The Debtors agreed to pay Alvarez & Marsal $170,000 per month for
Messrs. Krishnan and Fogarty's services and for consultation with
Mr. Bryan Marsal. The Debtors anticipate that Messrs. Krishnan
and Fogarty will devote substantially all of their time to this
engagement. If it becomes necessary, on prior consultation with
the Board, Alvarez & Marsal may assign additional personnel to
this engagement and bill at the Firm's customary hourly rates:

      Managing Director               $425 to $475
      Director                        $350 to $400
      Associate                       $250 to $325
      Analyst                         $125 to $175

In addition to the monthly compensation, of Alvarez & Marsal will
be entitled to an incentive fee:

Phase I Sale of Assets
----------------------
In the event that the Company and/or one or more of its
subsidiaries (other than Savvis) enters into one or more Sale
Agreements on or before May 15, 2001 with respect to the sale,
transfer or other disposition of assets (other than the shares of
capital stock of Bridge DFS Limited) of the Company and/or one or
more of its subsidiaries, then upon the closing of the first such
transaction under such a Sale Agreement (each such transaction, a
"Phase I Sale Event"), Alvarez & Marsal will receive a $250,000
Incentive Fee. In the event the Total Consideration (as defined
below) for the Phase I Sale Event is in excess of $300,000,000 or
in the event an initial Incentive Fee is paid (or has become
payable) as provided above, and one or more additional Phase I
Sale Events occurs the Total Consideration for which (taken
together with the Total Consideration for all other Phase I Sale
Events) is in excess of $300,000,000, then in either such event,
Alvarez & Marsal shall be paid an additional $150,000 Incentive
Fee upon the occurrence of such Phase I Sale Event(s). "Total
Consideration" is, on any date of calculation, the aggregate fair
market value of the consideration received in all of the
transactions constituting either Phase I Sale Events or Phase II
Sale Events (as defined below) from and after February 23, 2001.

Phase II Sale of Assets
-----------------------
In the event that the Company and/or one or more of its
subsidiaries (other than Savvis) enters into one or more Sale
Agreements on or before May 15, 2001 with respect to the sale,
transfer or other disposition of assets (other than the Bridge
DFS Limited shares) of the Company and/or one or more of its
subsidiaries, then upon the occurrence of each closing under each
such Sale Agreement (each such transaction, a "Phase IISale
Event"), Alvarez & Marsal will receive an Incentive Fee in the
amount determined in accordance with the table set forth below
with reference to the Total Consideration of all Phase I Sale
Events and Phase II Sale Events through and including such Phase
II Sale Event (less the aggregate amount of all Incentive Fees
previously paid to Alvarez & Marsal, if any):

      Total Consideration                Incentive Fee
      -------------------                -------------
      $0 to $150,000,000                   $375,000
      $150,000,000 to $200,000,000         $500,000
      $200,000,000 to $250,000,000         $600,000
      $250,000,000 to $300,000,000         $800,000
      Greater than $300,000,000          $1,000,000

In the event that more than one Phase II Sale Event occurs, then
the Total Consideration of all Phase I and Phase II Sale Events
shall be used to determine any additional Incentive Fee that may
be payable. To the extent an Incentive Fee of greater than
$375,000 is due in accordance with the foregoing, Alvarez &
Marsal shall be entitled to such fee less the aggregate amount of
all Incentive Fees (including Incentive Fees paid upon the
occurrence of Phase I Sale Event(s)) previously paid to Alvarez &
Marsal.

Plan of Reorganization
----------------------
If a plan of reorganization for Bridge or one or more of its
subsidiaries is consummated, then unless the engagement has been
terminated prior to the confirmation of such plan either by the
Company for cause or by Alvarez & Marsal without cause, upon such
consummation, Alvarez & Marsal shall receive an Incentive Fee
equal to:

      (x) $250,000 plus

      (y) if any assets (other than the Bridge DFS Shares) are
          sold, transferred or otherwise disposed of as part of
          the plan of reorganization, the amount set forth in the
          table above (less the aggregate amount of Incentive Fees
          paid to Alvarez & Marsal previously, if any) opposite
          the amount set forth under Total Consideration in the
          table, including in "Total Consideration" for this
          purpose the Total Consideration of all assets (other
          than the Bridge DFS Shares) sold, transferred or
          otherwise disposed of prior to or in connection with
          such plan or plans;

      provided that, in the event any such plan is consummated on
      or before May 15, 2001, then the Incentive Fee payable with
      respect to the Total Consideration of the assets (other than
      the Bridge DFS Shares) sold, transferred or otherwise
      disposed of in connection with such plan or plans.

Treatment of Incentive Fee
--------------------------
The Incentive Fee will be treated as a claim entitled to
administrative expense treatment under Section 503(b) of the
Bankruptcy Code. With respect to Collateral (as defined in the
DIP Financing Order) that was unencumbered as of the commencement
of the chapter 11 cases ("Unencumbered Assets"), distributions
relating to the Replacement Liens and the Lessors Replacement
Liens and the payment of the Superpriority Claims of the
Prepetition Lenders and of the Lessors shall be junior in
priority to the Incentive Fee. The Incentive Fee shall first be
paid from Unencumbered Assets and, to the extent necessary, the
remainder of the Incentive Fee shall be treated as reasonable,
necessary costs and expenses of preserving, or disposing of, the
Collateral securing the Prepetition Lenders Obligations pursuant
to Section 506(c) of the Bankruptcy Code.

Pursuant to an Indemnification Agreement Bridge has agreed to (i)
indemnify Alvarez & Marsal and the Officers for all acts
performed as officers to the maximum extent permitted by law and
(ii) maintain, and add the Officers as additional insured under,
Bridge's existing directors and officers insurance policies and
to continue such insurance coverage for a period of two years
after termination of the retention.

Sankar Krishnan, a Managing Director of Alvarez & Marsal, Inc.,
based on New York, told the Court that, given the magnitude of
these cases, it is conceivable that A&M may have rendered
services to, and may continue to render services to, or have
other connections with, certain of the Debtors' creditors or
other parties-in-interest or interests adverse to such creditors
or parties-in-interest in matters wholly unrelated to these cases
beyond those specified below. More specifically, A&M and its
principals and employees have had and will continue to have (i)
unrelated business associations with certain of the Debtors'
creditors or other parties-in-interest, (ii) unrelated business
associations with entities having interests adverse to such
creditors or parties-in-interest, including providing similar
services to companies whose creditors are also creditors of the
Debtors, and (iii) investments in certain of the Debtors'
creditors which are public companies and in companies whose
creditors are also creditors of one or more of the Debtors.

However, in each case, Mr. Krishnan assures, the association or
investment, as the case may be, is completely unrelated to these
cases. Mr. Krishnan is confident that he, Mr. Fogarty, and his
Firm are "disinterested persons", as defined in 11 U.S.C. Sec.
101(14) and as required by 11 U.S.C. Sec. 327(a). (Bridge
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CIRCUIT CITY: Damage Report to be Released April 2
--------------------------------------------------
In an effort to reduce costs, Circuit City (Richmond, VA) is
eliminating an additional 300 employees from its corporate and
divisional offices, F&D Reports relates. The action will result
in a fourth quarter charge of $5 million for severance costs and
comes less than a year after the Company announced an
approximately 1,000 position reduction. Earnings results for the
fourth quarter and fiscal year ended February 28, 2001 are
expected to be released April 2, 2001.


COMDIAL: Raises $11.4 Million from Sale of Virginia Facility
------------------------------------------------------------
Comdial Corporation (Nasdaq:CMDL) sold the Company's
manufacturing facility located in Charlottesville, Virginia to
Seminole Trail Properties, LLC. The total sale price for the
building and land was $11.4 million. Comdial received $3.0
million at closing, with the balance of $8.4 million due on June
1, 2001. As part of this sale, Comdial has leased-back around
100,000 square feet for assembly work, warehousing and office
space.

Nick Branica, President and CEO of Comdial Corporation commented,
"I am extremely pleased that the sale of the Charlottesville
facility is now complete. This single transaction will reduce the
current debt of the Company by one-third. This is a substantial
achievement towards improving Comdial's balance sheet and it is
consistent with our restructuring plans."

Comdial further announces that it will report its 4th Quarter and
Year-end 2000 Results on April 3, 2001.

                          About Comdial

Comdial is a provider of integrated communications solutions. The
Company's broad product line includes business communications,
hospitality, assisted living, and call center solutions. For more
information about Comdial and its products, please visit our web
site at www.comdial.com.


COMPUTER LEARNING: Bankruptcy Trustee Sells Two Schools For $3MM
----------------------------------------------------------------
H. Jason Gold, the Chapter 7 Trustee for the Estate of Computer
Learning Centers, Inc. (CLC), announced that he has sold two CLC
schools as part of the liquidation proceedings he has been
engaged in since CLC filed for bankruptcy on January 26, 2001.

Schools in Norcross, Georgia and Las Vegas, Nevada were sold to
Lincoln Technology Institute (LTI), which is headquartered in
West Orange, New Jersey. LTI paid $3 million for both schools
after Judge Robert Mayer of the US Bankruptcy Court in
Alexandria, Virginia approved the sale on March 7, 2001.

In order to sell the schools, Mr. Gold negotiated a settlement
with the United States Department of Education. Government
regulations prohibit the sale of the assets of a company, such as
CLC, that is in bankruptcy and has previously received money
under Title IV. Under the agreement with Gold, the government
waived the prohibition.

"I am very pleased at this significant financial development,"
stated Mr. Gold," because it will enable the bankruptcy estate to
begin to get money into the hands of CLC's commercial and student
creditors by this fall."


CRIIMI Mae: Court Grants Extension of Effective Date to April 13
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Maryland,
Greenbelt Division approved an extension of the date by which
CRIIMI MAE's (NYSE: CMM) plan of reorganization must become
effective to April 13, 2001.

The Bankruptcy Court further granted the Company's request for an
interim status conference in the form of requiring status reports
to be filed with the Court on March 16 and March 26, 2001.


CROWN BOOKS: Court Gives The Go Ahead For Remaining Stores Sales
----------------------------------------------------------------
The U.S. Bankruptcy Court approved Crown Books Corp.'s motion to
begin selling off the remaining 43 stores not already being
closed down or sold. "That there will no longer be Crown stores
is the bottom line," commented spokesman Rich Tauberman. "The
corporation itself will likely be liquidating." (New Generation
Research, March 9, 2001)


EMACHINES INC.: May Run Out Of Cash By Year-End
-----------------------------------------------
Emachines Inc., although now the third-largest supplier of
computers to U.S. retailers, faces a number of problems with the
recent downturn in the market. The Irvine, Ca. computer
manufacturer, which reported a $31 million operational loss in
its fourth quarter on a 56% drop in sales--to $135 million, could
reportedly run out of cash by the end of the year if it doesn't
turn around the losses. In fact, the company's cash and short-
term investments have plummeted by nearly half during the quarter
ended 12/30--to $113 million. A particularly worrisome statistic
is its 24% decline in sales of computers to retailers and
catalogs, the main outlets for its products. While EMachines is
trying to boost sales through marketing and other strategies, one
industry analyst believes that EMachines could wind up out of
business by the end of the year. (New Generation Research, March
9, 2001)


FAS MART: Files for Chapter 11 to Restructure Long-Term Debt
------------------------------------------------------------
Fas Mart Convenience Stores, Inc., announced that it has filed
for Chapter 11 reorganization to restructure its debt.

The Chapter 11 filing in the federal court in Richmond will not
impact day-to-day operations of the 170-plus convenience store
chain or its 1,600 employees. All stores will remain open and in
full operation for customers during this process, and no
employees will be laid off.

"Our stores are open for business," said Owais Dagra, president
of Fas Mart. "For our customers and employees, this is business
as usual."

Fas Mart has retained the financial consulting firm of PENTA
Advisory Services as its reorganization manager and the law firm
of LeClair Ryan as its reorganization legal counsel.

"Fas Mart is a fundamentally sound company with quality assets
and strong field and operations management," said Guy Davis,
director of PENTA Advisory Services. "However, like many
convenience store chains, they have been impacted by acute
compression of gasoline margins over the past 12 to 18 months due
to the global OPEC crisis. This action will allow Fas Mart to
restructure its balance sheet to continue to operate as a
financially-sound company over the long term."

"This is a classic application of what the Chapter 11 process was
designed for," continued Davis. "The preliminary negotiations
we've had with some of the creditor groups lead us to anticipate
a smooth, efficient process with a successful result."

"Market conditions in the gasoline sector of the c-store business
have created a very unfavorable situation for many retail chains,
including Fas Mart," said Frank Bradley, former owner of Fas Mart
and one of Fas Mart's largest landlords. "Some chains won't
survive. Others will limp along for a while until they reach
insolvency levels beyond saving. But proactive chains like Fas
Mart, who have stayed operationally focused, should be able to
use this restructuring process to emerge as healthier
organizations. Knowing Owais Dagra as well as I do, I have every
confidence in his ability to lead Fas Mart successfully through
this reorganization."

Fas Mart's lead reorganization attorney, Bruce Matson, indicated
that "usually companies entering Chapter 11 are hampered by
operational problems, management indecision and an uncertain
business plan. Fas Mart, however, is exceedingly well run
operationally. The need for Chapter 11 reorganization in this
case relates almost exclusively to debt levels that are excessive
in relation to current market conditions. The case will be about
how to restructure that debt."

Fas Mart Convenience Stores, Inc., is 170-unit convenience store
chain headquartered in Richmond, Va., and is ranked among the top
40 national c-store chains in annual revenues at approximately
$400 million.

Fas Mart is the market leader from Southwest and Central Virginia
to the Eastern Shore of Maryland and Virginia, and the state of
Delaware, commonly referred to as the Delmarva Peninsula. The
company operates under the highly recognizable Fas Mart brand in
Virginia and the equally strong brand name Shore Stop in the
Delmarva Peninsula.

For more information regarding the impact of the restructuring
upon Fas Mart, contact the Fas Mart reorganization toll-free
hotline at 866/644-1371.


FRUIT OF THE LOOM: Court Okays CEC's Retention Despite Objections
-----------------------------------------------------------------
Velsicol Chemical Corporation and True Specialty Corporation
objected to Fruit of the Loom, Ltd.'s motion to retain CEC as
environmental consultants. Robert S.Brady Esq. of Young, Conaway,
Stargatt & Taylor, counsel for the objectors, stated that,
according to the Fruit of the Loom motion, CEC is to provide
services within the "scope" of the engagement and will bill for
out of "scope" services. Yet, nowhere in the motion did the
Debtor disclose which sites CEC will manage and the scope of the
work.

Accordingly, it is impossible to tell what services CEC will
perform for its monthly fee of $45,000.

Velsicol is further annoyed because the motion omits any
indication that CEC intends to employ virtually all of the
remaining employees of NWI that currently manage its
environmental liabilities. Velsicol holds that NWI is retaining
insiders, all of who are to receive retention bonuses.

Pursuant to a share purchase agreement, dated December 12, 1986,
NWI agreed assume all environmental and product liabilities for
Velsicol. Under a management termination agreement, effective
January 1, 1999, Fruit of the Loom assumed control over all
environmental management services formerly provided by Velsicol.

Mr. Brady said Fruit of the Loom is violating the terms of the
management termination agreement, which requires permission from
Velsicol to release any documents or disclose their contents.
Velsicol is the legal owner of the documents and Fruit of the
Loom has no right to transfer them to CEC. Information contained
in the documents is related to litigation strategies, potential
environmental liabilities and consent decrees. Mr. Brady stated
it should at least be allowed access to the documents held by
CEC. He says that his client has repeatedly requested documents
from Fruit of the Loom but has received no response.

Velsicol submitted an alternative order and asked that it be
substituted for Fruit of the Loom's.

Judge Walsh, apparently not in agreement with Velsicol or Mr.
Brady, overrules the objection and grants Fruit of the Loom's
motion. (Fruit of the Loom Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HARNISCHFEGER: Seeks To Estimate Morris' Avoidance Action Claims
----------------------------------------------------------------
The Morris Companies have filed over 200 proofs of claim relating
to the Recapitalization and Harnischfeger Industries, Inc. have
objected to certain claims held by the Morris Companies.

In a motion, the Debtors sought estimation to alleged claim that
relates to a statement appearing in certain proof(s) of claim
filed by the Morris Companies saying that they also assert a
claim against certain Debtors from any liability arising from the
Transactions, including but not limited to any liabilities,
claims and rights arising out of breaches of representations,
warranties and covenants and voidability of the Transactions. The
Morris Companies characterize such claim as "currently
contingent, unliquidated and/or undetermined". The Debtors
requested that the Court approve the estimation of any claim
based on the Avoidance Assertion at zero ($0) for all purposes in
this case, including voting, establishment of a reserve, and
distribution.

The Debtors drew Judge Walsh's attention to Section 502(c)(1) of
the Bankruptcy Code which provides that any contingent or
unliquidated claim should be estimated if the liquidation of such
claim would unduly delay the administration of the case. The
Debtors told Judge Walsh that they do not believe that the Morris
Companies have properly or timely filed any claim based on the
Avoidance Assertion. However, to the extent such a claim exists,
they believe it is appropriate for estimatiion under section
502(c) of the Bankruptcy Code. First, any claim based on the
Avoidance Assertion is contingent and unliquidated. Second,
because of the size of the Recapitalization consideration (over
$300,000,000), the liquidation of any such claim would unduly
delay administration of the case even though Morris Companies
have only made bold assertions that they have claims that could
approach that size.

The Debtors also challenged that the vague reference in various
claim forms filed by Morris with respect to the Avoidance
Assertion is not sufficient to constitute timely filed claims,
and, it is too late now for Morris to amend their claim to remedy
this.

Moreover, the Debtors believe that Morris should have no chance
of any recovery based on any Avoidance Assertion. The Debtors
note that the parties to the Recapitalization had two solvency
opinions rendered in connection with the transaction that affirm
the solvency of the MHE Business after giving effect to the
Recapitalization.

The Debtors further requested that the Morris claim be estimated
at zero for all purposes on the bases that Section 502(c) states
that estimation shall be for purposes of allowance. Moreover, 28
U.S.C. Section 157(b)(2)(B) states that it is not a core
proceeding to estimate contingent or unliquidated personal injury
tort or wrongful death claims for distribution purposes. Based on
this, the Debtors argued that Congress intended that estimation
of claims under Section 502(c) of the Bankruptcy Code be for
distribution purposes.

                Request for Setoff

The Debtors also seek to setoff amounts due to them from the
Morris Companies against claimed by the Morris Companeis from the
Debtors, pursuant to Section 533 of the Bankruptcy Code. The
Debtors alleged that the Morris Companies are liable to the
Selling Debtors, HII and HTI in the aggregate amount of
approximately $10,500,000 and the Debtors have filed proofs of
claim in the bankruptcy cases of certain of the Morris Companies
in that approximate amount. Accordingly, the Debtors asserted
that pursuant to Section 502(d) of the Bankruptcy Code, all of
the Morris Claims should be disallowed until such time as Morris'
obligations to the Debtors have been fully paid.

                Approval of Estimation Procedures

The Debtors proposed procedures for estimation of the Morris
claim:

* Submission

The Debtors believe that the Morris claim can be estimated
primarily through written submissions filed in advance of the
estimation hearing, supplemented with argument and limited live
testimony at the hearing.

* Discovery

The parties have agreed to a voluntary exchange of documents, and
no Court order is necessary at this time on document discovery.
The Debtors propose a maximum of two fact depositions per side at
a mutually agreed time and place, provided that such fact
depositions be completed at least ten days before Morris' brief
is due. Each party may present the testimony of no more than one
expert witness. To the extent any party uses expert testimony,
that party will submit at least ten days before Morris' brief is
due an expert report in the form required by Bankruptcy Rule of
Procedure 7026(a)(2)(B). Such expert shall be made available for
a deposition at a mutually agreed time and place prior to the
estimation hearing. All fact and expert depositions shall not
exceed one day (approximately eight hours) in length.

* Briefing

Morris and the Debtors shall file their respective briefs in
support of their respective positions at least ten days before
the hearing set by the Court. The briefs shall not exceed 30
pages each (excluding exhibits).

* Hearing

The Debtors request a one day hearing with one half of the day
allotted to each side. At the hearing the Court will hear
argument and any witness testimony that the parties choose to
present within their allotted time.

The Debtors note that neither the Bankruptcy Code nor the
Bankruptcy Rules set forth the procedures for estimated and the
Third Circuit affords great latitude to bankruptcy courts to
determine such procedures. The Debtors believe that the proposed
procedures are appropriate for this claim. (Harnischfeger
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HOMEACCESS: Court Okays Stock Purchase Agreement With GLD
---------------------------------------------------------
Group Long Distance, Inc. (Pink Sheets:GLDI) announced that a
Stock Purchase Agreement to acquire all of the issued and
outstanding securities of HomeAccess MicroWeb, Inc., a subsidiary
of Quentra Networks, Inc. has been approved by the United States
Bankruptcy Court for the Central District of California.

The purchase price would be payable by the delivery at closing of
$100,000 in cash and 200,000 shares of a new Series A Preferred
Stock. The Series A Preferred Stock would have a liquidation
preference of $20 per share, would not pay any dividends or have
any voting rights, and would be converted into shares of Group
Long Distance common stock on the basis of one share of Series A
Preferred Stock for ten shares of common stock.

In addition, if Group Long Distance acquires a controlling
interest in HA Technology, Inc., then Group Long Distance would
issue to Quentra warrants to purchase 200,000 shares of Group
Long Distance common stock. Such warrants would be exercisable at
$4.50 per share during the period commencing twelve months after
the closing of the acquisition of a controlling interest in HAT
and terminating eighteen months after the date of such
acquisition.

The closing of the acquisition of HomeAccess is subject to a
number of conditions, including without limitation, the
completion of due diligence, the receipt of all requisite
regulatory approvals, the receipt of an investment banking
opinion and Group Long Distance Board of Directors approval, and
the preparation of definitive closing documents.

About Group Long Distance, Inc.

Group Long Distance is a long distance telecommunications
provider. Group Long Distance utilizes special network contracts
to provide its customers with products and services through major
nationwide providers of telecommunications services. Group Long
Distance is located in Pompano Beach, Fla.

About HomeAccess MicroWeb, Inc.

Based in Irvine, Calif., HomeAccess MicroWeb, Inc. deploys
HomeAccess(TM) brand software information and e-commerce service
and systems. HomeAccess provides the complete solution for
connecting consumers to the web, including Web telephone
appliances and integrated peripherals, such as bar-code scanners,
an ATM interface Micro Browser, email boxes, smart cards and
Internet dial-up access. Consumers are provided with a "personal
portal" to HomeAccess(TM) content and services that include
messaging, news and information, financial services, bill
presentation and payment, travel and entertainment, directory
search, localized shopping and personal productivity services.
For more information, visit the company's website at
www.homeaccess.net, or call 949/588-5100.


HYUNDAI: Korea Banks to Expand Loans to Help Fend Off Bankruptcy
----------------------------------------------------------------
South Korean banks have agreed to raise their export-linked loans
to Hyundai Electronics to help the chipmaker's U.S. unit fend off
bankruptcy, the Korea Economic Daily said in its Friday edition,
according to Reuters. Chohung, Shinhan and KorAm Bank will expand
their export bills to Hyundai Electronics via document acceptance
(DA) by a total of $160 million, the report said, quoting
financial sources. To do so, Chohung Bank will add $50 million in
export financing to Hyundai Electronics, while Shinhan and KorAm
Bank will each extend a fresh $55 million to the world's second
memory chip producer.

Hyundai Semiconductor America Inc., located in Eugene, Ore., had
a brush with insolvency after it failed to meet a $57 million
payment in matured debts, Hyundai Electronics said on Wednesday.
Hyundai Electronics guaranteed the loans. Domestic banks had been
cutting back on export-linked loans to Hyundai Electronics, which
was laden with debts of 7.8 trillion won in the wake of a
crumbling chip industry and financial woes at affiliates of the
parent Hyundai Group. (ABI World, March 9, 2001)


INDYMAC: Moody's Lowers Subordinated Classes Of Two MH Deals
------------------------------------------------------------
Moody's Investors Service relates that it has downgraded the
ratings of the subordinate classes from two IndyMac manufactured
housing securitizations. This action affects the subordinate
classes of the 1997-1 and 1998-1 transactions. Also,
approximately $38.4 million of asset-backed securities are
affected. Accordingly, Moody's had previously downgraded the
subordinate classes of the 1997-1 transaction in April 1999.

The complete rating actions are as follows:

Depositor: Credit Suisse First Boston Mortgage Securities Corp.

Securities: IndyMac Manufactured Housing Contract Pass-Through
             Certificates, Series 1997-1

      * $12.67 million, 7.42% Class B-1 Certificates, downgraded
        to Ba3 from Ba1

      * $6.71 million, 9.07% Class B-2 Certificates, downgraded to
        Caa1 from B2

Securities: IndyMac Manufactured Housing Contract Pass-Through
             Certificates, Series 1998-1

      * $12.42 million, 7.59% Class B-1 Certificates, downgraded
        to Ba3 from Baa2

      * $6.58 million, 9.00% Class B-2 Certificates, downgraded to
        B3 from Ba2

Josephine Balistreri, a Moody's associate analyst, disclosed that
the rating downgrades were prompted by continued deterioration in
the performance of the IndyMac manufactured housing deals. The
pools are experiencing high monthly repossessions, high loss
severities, and the senior classes are realizing unpaid principal
shortfalls, according to Moody's.

As reported, the loans were originated and are being serviced by
IndyMac, Inc. During the first quarter of 1999, the company
closed down its manufactured housing segment, but continues to
service the loans from its Pasadena, California servicing center,
Moody's says.


ITHACA INDUSTRIES: Seeks Extension Of Exclusive Period
------------------------------------------------------
According to documents obtained by BankruptcyData.com, Ithaca
Industries, Inc. filed a motion seeking U.S. Bankruptcy Court
approval of a third extension of the exclusive period during
which the Company can file a plan of reorganization and solicit
acceptances thereof. The Company has been operating under Chapter
11 protection since May 9, 2000. (New Generation Research, March
9, 2001)


JC PENNEY: Fitch Keeps Watch on Debt & Commercial Paper Ratings
---------------------------------------------------------------
J.C. Penney Co., Inc.'s (Penney) $5.4 billion 'BBB-' rated senior
debt and 'BBB-' $2 billion senior debt shelf registration remain
on Rating Watch Negative by Fitch following the company's
announcement of an agreement to sell the assets of J.C. Penney
Direct Marketing Services Inc. (DMS) to a U.S. subsidiary of
AEGON, N.V. for $1.3 billion and establish a 15 year strategic
marketing alliance with a present value of $300 million.

J.C. Penney Funding Corp.'s `F3' rated 4(2) commercial paper
program also remains on Rating Watch Negative.

DMS markets insurance products and membership services to credit
card holders in the U.S. and Canada. The operation generated
about $1.2 billion in revenues and $250 million in operating
earnings during 2000. This represents a small part of JC Penney's
total revenues of $32.6 billion, but a sizable part of the
company's 2000 operating earnings of $436 million. Fitch views
this transaction as a net positive as the majority of the after
tax proceeds from the sale of $1.1 billion will be used for debt
reduction. This benefit is offset in part by the loss of a steady
contributor to earnings.

The continuation of the Rating Watch Negative status reflects the
significant challenge the company faces in turning around its
core retailing business. The ratings were placed on Rating Watch
Negative on Oct. 6, 2000, following sustained negative operating
trends in Penney's department and drug store businesses as well
as the uncertainty regarding the company's longer-term operating
plan. Fitch plans to meet with management in the near future to
review the company's operating and financial strategies.


LERNOUT & HAUSPIE: Dragonholders Push for a Chapter 11 Trustee
--------------------------------------------------------------
Janet and James Baker, former principal shareholder of Dragon
Systems, Inc. and current shareholders of Lernout & Hauspie
Speech Products N.V. and Dictaphone Corp., asked Judge Wizmur to
appoint a Trustee for Holdings.

Acting on the Bakers' behalves, Scott D. Cousins, with the firm
of Greenberg Traurig, LLP in Delaware, tells Judge Wizmur that
the following circumstances warrant the granting of the relief
requested by the Bakers:

1. The Debtors have sought approval of their $60 million DIP
    Financing Agreement with Ableco Finance LLC which, if
    approved, would encumber the assets of Holdings for the
    benefit of the other debtors. This alone warrants the
    appointment of a Holdings Trustee to ensure that Holdings
    unencumbered assets would not be used to finance a heavily
    indebted L&H and Dictaphone.

2. Conflicting interests and positions of the three Debtors in
    the bankruptcy case are irreconcilable;

3. Lack of familiarity with Dragon/Holding's business compel the
    appointment of a Trustee.

4. L&H's serious mismanagement of Holdings business operations,
    including attempts to commingle the three Debtors' assets
    through provision of intellectual property, technology, and
    staffing from Holdings to Dictaphone and L&H without, the
    Bakers believe, any compensation to Holdings, have resulted in
    loss of key Holdings employees, including technical personnel.
    These actions are causing a drastic decline in Holding's value
    and casting doubt on the future accessibility of Dragon
    products on which segments of society, including health care
    professionals, law enforcement official, the physically
    impaired and those who service the physically impaired,
    heavily rely.

The Bakers reminded Judge Wizmur that, along with asking for the
appointment of a Trustee, they have sought the disqualification
of Milbank, Tweed, Hadley & McCloy as the Debtors' counsel. They
believe that there are serious conflicts among the three
corporate Debtors that impair Milbank from adequately
representing the Debtors without a direct and disabling conflict.
The appointment of a separate trustee for Holdings is necessary
because of Milbank's representation conflicts and its inability
to adequately represent the interests of all three Debtors
jointly.

Dwelling on the conflicts issue, Mr. Cousin explained that where
the Debtors' insiders are engaged in self-dealing, have refused
to pursue insider claims, or have conflicts of interest that
render them presumptively unable to act as impartial fiduciaries,
cause exists for the appointment of a Trustee. Some of the same
individuals who controlled L&H when L&H procured the merger of
Dragon into Holdings through fraud and deceit still exert control
and influence over L&H, explained Mr. Cousins.

The Bakers charged that the three Debtors' positions and
interests in the bankruptcy proceedings are irreconcilably in
conflict. L&H seeks financing, secured by Holdings' largely
unencumbered assets and intends a joint reorganization of the
three Debtors. Having procured mergers with Dragon Systems and
Dictaphone by improper, fraudulent and tortious means when its
books did not reflect its insolvency at the time of acquisitions,
L&H seeks to use what the Bakers described as "stolen" assets to
finance its reorganization. This shows the conflicting positions
of L&H and Holdings that necessitate the appointment of a Trustee
to protect and preserve the assets of Holdings.

Mr. Cousins announced that any presumption that the debtor-in-
possession is best suited to reorganize and rehabilitate the
Debtors for the creditors' benefit and the estates' interests
cannot apply to L&H's management of Holdings because:

(a) The presumption applies only when current management has the
     usual familiarity with the business, and does not apply here
     because the Debtor only recently acquired Dragon's
     operations.

(b) L&H's lack of familiarity with Dragon's business, now
     Holdings, is highlighted by its gross mismanagement of
     Holdings.

(c) L&H's management is in a state of continual flux with eleven
     directors and three officers of L&H's operations having
     recently resigned and been ousted. Key employees of L&H are
     said to be fleeing the company.

As a final point, the prospect that Holding could, if properly
managed, still emerge from the bankruptcy proceedings as a
solvent, stand-alone entity itself warrants the appointment of a
separate Trustee. (L&H/Dictaphone Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LILLIAN VERNON: Feels Revenue Pinch and Embarks on Cost-Cutting
---------------------------------------------------------------
Lillian Vernon Corporation (Amex: LVC) announced that due to
decreased consumer spending and an uncertain economy resulting in
a sales shortfall, the company has implemented a restructuring
plan to streamline operations, control costs and reduce operating
expenses. The plan will reduce 12 percent of the salaried
workforce company-wide and the Company's Las Vegas Call Center
will be consolidated into its primary call center located in its
National Distribution Center in Virginia Beach, Virginia. In
addition, other operating expenses and discretionary spending
will be reduced in response to a continuing downturn in consumer
confidence.

The Company now expects net income and earnings per share for
fiscal year 2001 ended February 24, 2001, to be in the range of
break-even to a small loss after restructuring charges of
approximately $1.5 million after-tax, down from the $6.3 million,
or $.69 per share, earned last year.

Lillian Vernon, Chairman and Chief Executive Officer, commented,
"Like most retailers, we are experiencing the economic downturn,
and consumers are continuing to reduce their spending. Our
Company is taking the necessary measures to bring our overhead,
including operations, staff, and discretionary spending, in line
with our current revenue projections. We have aggressively
reduced our inventory by 9%, or $3 million dollars, from fiscal
year 2000. Our Company remains strong with no outstanding debt
and approximately $32 million of cash reserves at fiscal year-
end. As we celebrate our 50th Anniversary in 2001, we will
capitalize on our strong brand which offers our customers unique
and value-priced products to meet their personal and gift-giving
needs. We have exciting new merchandising and marketing
initiatives planned for fiscal year 2002. We are committed to
building on the success of our online sales by launching an
upgraded consumer site that will continue to attract new
customers."

As of March 8, 2001, the Company had repurchased 758,392 shares
of its common stock as part of its current 1.5 million share open
market stock repurchase program. The Company will continue to
repurchase shares from time to time as conditions warrant. The
Company completed its earlier 1 million share stock repurchase
program in September 1998.

Lillian Vernon Corporation is a 50 year-old specialty catalog and
online retailer that markets gift, household, gardening, kitchen,
Christmas, and children's products. The Company is one of the
largest specialty catalogs in the United States. Lillian Vernon
Corporation and its subsidiaries publish nine catalog titles:
Lillian Vernon, Lilly's Kids, Christmas Memories, Neat Ideas,
Favorites, Personalized Gifts, Rue de France, Lillian Vernon
Gardening, and Sales & Bargains. Lillian Vernon's online catalogs
are accessible at http://www.lillianvernon.comand
http://www.ruedefrance.com.The Company also sells its products
in the Business to Business and Outlet Store markets.


LODGIAN: Moody's Places Ratings On Review For Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service disclosed that it placed all of the
ratings of Lodgian Inc. on review for possible downgrade. Ratings
affected include:

      * the Caa2 rating on Lodgian Inc.'s $175 million 7%
        convertible junior subordinated debentures due 2010,

      * the B3 rating on Lodgian Financing Corp.'s $200 million
        12% senior subordinated notes due 2009,

      * the "caa" rating on Lodgian Capital Trust 1's $175 million
        7% convertible redeemable equity structured trust
        certificates due 2010, and

      * Lodgian Inc.'s. B1 senior implied and B2 senior unsecured
        issuer rating.

Accordingly, approximately $375 million of securities are
affected.

Moody's states that the ratings action is in response to the
company's recent announcement that it will not be acquired by
Edgecliff Holdings, LLC and will continue to seek other
alternatives intended to enhance shareholder value. The two
companies had reportedly been negotiating a possible acquisition
of Lodgian by Edgecliff since Dec. 2000 when Edgecliff proposed
to acquire Lodgian for $4.75 per share in cash. Moody's states
that its action also acknowledges the company's need to sell
assets to meet principal repayment requirements in 2001, which
may prove to be difficult considering the less than favorable
economic environment. The company's limited liquidity, thin
interest coverage, and system integration challenges were also
considered by the ratings agency. Accordingly, Moody's review
will focus on management's plan to further reduce debt through
asset sales and the company's ability to satisfy upcoming
scheduled debt maturities related to the company's senior secured
credit facility.

Lodgian, Inc. currently owns or manages 111 hotels with
approximately 20,400 rooms in 32 states and Canada. The hotels
are primarily full service, providing food and beverage service,
as well as meeting facilities. Substantially all of Lodgian's
hotels are affiliated with nationally recognized hospitality
brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton and
Hilton.


LOEWEN: Silver Bell Wants To Assume Arizona Funeral Home Lease
--------------------------------------------------------------
Dimond & Sons Silver Bell Chapel, Inc. (Silver Bell), one of The
Loewen Group, Inc. Debtors, as tenant, and Dimond & Sons, Inc.
(Dimond), as landlord, are parties to

(a) a lease with respect to real property located at 2620 Silver
     Creek Road, Bullhead City, Arizona (Funeral Home Property);
     and

(b) a Lease and Option to Purchase with respect to a lot adjacent
     to the Funeral Home Property.

Silver Bell operates a funeral home business on the Funeral Home
Property and utilizes the Adjacent Lot as a parking lot. The
original term of the Leases is the six-year period commencing
March 9, 1995 and ending March 31, 2001.

Silver Bell and the other Debtors, in their business judgment,
have determined that the Funeral Home Property and the Adjacent
Lot are integral to their ongoing business operations. The
business operated by Silver Bell on the Funeral Home Property
provides it with significant cash flow.

The original term of each of the Leases is the six-year period
commencing March 9, 1995 and ending March 31, 2001. Each of the
Leases includes an option to renew for three additional
consecutive terms of six years each. During the first renewal
term of the Funeral Home Lease, the base monthly rent is $40,000
annually, payable in equal monthly installments of $3,333.33.
The monthly rent under the Adjacent Lot Lease is $100 per month.
Silver Bell does not believe that any monetary defaults exist
under the Leases. Thus, no cure amounts will need to be paid in
connection with the assumption of the Leases.

The Debtor, in an exercise of their business judgment, believe it
is in the best interests of their estates and creditors to assume
the Leases. Accordingly, Silver Bell asked the Court to enter an
order, pursuant to section 365 of the Bankruptcy Code, (a)
authorizing Silver Bell to assume the Leases and (b) establishing
that the amounts required to cure any and all defaults under the
Leases are $0.00. (Loewen Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV: Chicago Amici Balk At Debtors' Move To Use Cash Collateral
---------------------------------------------------------------
Jason H. P. Kavitt, Esq., Michele Odorizzi, Esq., Thomas S.
Kiriakos, Esq., and Kermit Roosevelt, Esq., at Mayer, Brown &
Platt in Chicago, combined their legal skills to present Judge
Bodoh with a 20-plus-page brief opposing LTV's request to use
Abbey's cash collateral to fund the Debtors' chapter 11 cases.
The Chicago Amici, Mr. Kiriakos reminded Judge Bodoh, represent a
cross-section of participants in the securitization market,
including manufacturers, retailers, and finance companies -- who
use securitization to significantly reduce their cost of funds,
increase liquidity, and obtain greater and more diversified
access to capital markets -- and lenders and institutional
investors who invest in asset-backed securities.

The Chicago Amici urged Judge Bodoh to reject the Debtors'
invitation to disregard the separate corporate identity of the
Special Purpose Vehicles LTV created, telling him that these
securitization transactions have been routinely respect in other
bankruptcy cases. LTV, the Chicago Amici say, undoubtedly
benefited from the securitization structures it created, but now
asks the Court to ignore these structures because the transfer of
receivables and inventory were not true sales. The Chicago Amici
characterize LTV's request as one to ignore the separate
corporate identity of the SPVs, treating their assets as if they
belonged to the parent corporation.

What is most significant about LTV's argument, from the
standpoint of the Chicago Amici, is the frontal assault LTV is
making against basic principles of corporate law and finance.
While LTV tells Judge Bodoh that the daily sweeping of cash to
the account of the parent, settling intercompany transactions by
book entry rather than on a cash transfer basis, sharing office
space, not providing separate employees for each subsidiary, not
maintaining multiple bank accounts for each subsidiary, having he
parent's treasury group select pricing options on an interest
period rollover dates, and establishing different corporate
entities to perform different functions, hold different assets
and absorb separate risks support the findings in the Interim
Order, the Chicago Amici say au contraire. These are all usual
and customary practices for consolidated corporate groups. If
these transactions are grounds for ignoring the separateness of
different companies in a corporate family, all manner of business
transactions, not just finance transactions, would be at risk.

If LTV argues that the Court should disregard the separate
identity of the SPVs because the relevant agreement provides that
if Steel Products' equity deteriorates, LTV must either
contribute more equity to the SPV or forego its ability to obtain
financing via the SPV, the Chicago Amici characterized this as
simply the risk any corporate parent faces as the financial
condition of its subsidiary deteriorates.

What LTV has done, in short, is to identify several customary
practices and inherent features of parent-subsidiary
relationships, and then claim these practices and features
justify recharacterization of the transactions with the SPV. The
Chicago Amici say that this argument implies that a corporate
parent can never make a true ale or true contribution to a
subsidiary - a revolution in corporate law.

Securitization transactions like the one at issue have been
routinely respected in bankruptcy cases of originators. In a
number of cases, prepetition securitizations were continued
postpetition or replaced by another securitization facility. The
Chicago Amici cited the Allied/Federated Department Stores and
Carter Hawley Hale cases as examples of prepetition
securitizations which were continued or replaced and paid in
full. In each case, the Bankruptcy Court orders expressly
recognized the validity of the securitization structure. In
other cases, such as the Loewen Group International, Stage
Stores, and National Gypsum Company, the validity of postpetition
securitization was expressly recognized and the securitization
satisfied in full through a liquidation of the receivables or
with the proceeds of conventional DIP financing. Prepetition
securitizations have also been permitted to terminate and
liquidate, or have otherwise been unaffected by the commencement
of a bankruptcy, such as in Ameriserve Food Distribution, pending
in Delaware.

The Chicago Amici reiterate that a ruling accepting the Debtors'
"extreme" arguments in this high-profile case would cause a
"seismic disruption in the capital markets". In a case called
Octagon as Systems, the Court of Appeals for the Tenth Circuit
held that accounts sold nonetheless remained property of the
debtor's estate. The Chicago Amici told Judge Bodoh that the
real-life consequences of this ruling included the downgrading of
the credit ratings of securitizations to reflect the
creditworthiness of their originators if the originator's
principal place of business was within the Tenth Circuit,
dramatically reducing the value of the outstanding asset-backed
securities. The UCC Permanent Editorial Board issued a commentary
disagreeing with Octagon Gas. Oklahoma, whose law was applied in
Octagon, amended its version of the UCC to "effectively repudiate
the decision". New UCC Article 9 retains the Permanent Editorial
Board's commentary and adds a revised 9-318 saying that a debtor
that has sold an account or payment intangible 'does not retain a
legal or equitable interest in the collateral sold." The Chicago
Amici assured Judge Bodoh that a wrong decision here raises the
risk of a similar reaction.

                The New York Amici

The New York Clearing House Association, LLC -- an association of
twelve commercial banks including Bank of America N.A., The Bank
of New York, Bank One N.A., The Chase Manhattan Bank, Bankers
Trust Company, Citibank N.A., European American Bank, First Union
National Bank, Fleet National Bank, HSBC Bank USA, Morgan
Guaranty Trust Company of New York, and Wells Fargo Bank N.A. --
presented Judge Bodoh with a separate amicus brief lending
additional support to Abbey's position. H. Rodgin Cohen, Esq.,
Bruce E. Clark, Esq., and William L. Farris, Esq., from Sullivan
& Cromwell in New York, lead the New York Amici's charge.

The New York Amici told Judge Bodoh that LTV, far from being the
victim of a financial conspiracy, as the rhetoric of its motion
implies, sought out and received the benefits of the
securitization transaction, filing audited financial statements
and other required reports with the SEC that reflected its
intention to sell its receivables outright to its subsidiary.

The New York Amici describe LTV's effort to "demonize" the asset
securitization structures that it has so willingly embraced for a
number of years is described as short-sighted and narrow-minded.
It is short-sighted because, in an apparent effort to gain short-
term negotiating leverage, LTV is prepared to sacrifice the very
form of financing that was successful in aiding its
rehabilitation in the past, and unless LTV prevails, could be
used to aid its current efforts. It is narrow-minded because LTV
is willing to disregard the adverse impact of its Motion on
thousands of companies with millions of employees, as well as the
millions of investors with interest in securitizations through
pension funds, mutual funds, and other investment vehicles.

"There is nothing secret, deceptive, or coercive about the
securitization process, which has been used in thousands of
transactions" and, the New York Amici say, "manifestly benefits
all concerned."

The New York Amici focus on what they see as the critical
importance of asset securitization to the nation's economy, and
one of the most significant financial innovations of recent
decades. This flows from the benefits it makes available to a
wide variety and large number of companies, investors, and
consumers. Asset securitization has played a significant role in
debt restructuring, DIP financing, and confirmation financing, as
well as reducing funding costs for major, financially sound
companies. It also increase the availability of credit and lowers
borrowing costs for millions of consumers whose mortgages, auto
loans, and credit card debts are made the subject of asset
securitization transactions by the institutions from which
consumers borrow. Asset securitization also helps investors
obtain diversification and attractive returns, enhances lending
capacity, makes possible more effective management of risks
associated with bank lending activities, and helps depository
institutions strengthen their capital positions, thereby better
serving their customers' needs.

After emphasizing the dreadful consequences of any ruling in
favor of LTV, the New York Amici noted that the core principle
upon which all asset securitization is based is the structural
and legal isolation of a defined group of assets in a company
separate from the original owner, a concept which the New York
Amici say rests on fundamental and well-established legal
principles. The Court is warned not to undermine these legal
principles for the sake of short-term benefits in this case.

          The Unsecured Creditors' Committee's Response

Paul M. Singer, Esq., Eric Schaffer, Esq., and David Ziegler,
Esq., from Reed Smith LLP, told Judge Bodoh in a short response
that the Official Committee of Unsecured Creditors appointed in
these cases "generally supports the terms of the Interim Order."
(LTV Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


LUBY INC.: Pappas Brothers Join Top Level Management
----------------------------------------------------
Luby's, Inc.'s (NYSE: LUB) Board of Directors has selected
Christopher J. Pappas as the Company's new President and Chief
Executive Officer and that Harris J. Pappas has become the
Company's Chief Operating Officer. Both men were also elected to
Luby's Board of Directors.

Under the terms of a purchase agreement signed in connection with
joining the Company, the Pappas brothers have agreed to purchase
up to $10 million of convertible subordinated notes maturing in
2011 conditioned upon receipt of certain agreements from the
Company's existing syndicate of lenders under its $125 million
credit facility. The proceeds from the sale of the notes will be
used for general corporate purposes.

Consistent with the position assumed by Chris Pappas, David B.
Daviss resigned as Acting Chief Executive Officer. Mr. Daviss
also resigned as Chairman of the Board; and a current Board
member, Robert T. Herres, has been elected to that position while
Mr. Daviss remains a member of the Board.

General Herres said, "We are excited that Chris and Harris Pappas
are taking charge of the management of Luby's. These men have an
outstanding reputation and an excellent track record in the
restaurant industry. We are fortunate that they have joined us,
and we have no doubt that this transaction is in the best
interest of our shareholders. Chris and Harris have both the
experience and talent we need to bring Luby's back to a vibrant
and prospering operation and increase the value of our company."
Chris Pappas said, "Luby's is a great franchise; we have already
invested in it, and Harris and I look forward to bringing our
thirty years of experience in the restaurant industry to bear on
Luby's current situation."

The Company also announced that it is in default under its credit
facility, in part due to a delay in the payment of certain real
property taxes. In addition, operating results for the second
quarter ended February 28, 2001, will result in the Company
failing to meet the existing financial covenants under its credit
facility. However, Luby's has not defaulted on any payments due
under the credit facility and does not expect to do so unless the
maturity of the facility is accelerated by the syndicate of
lenders. The Company is seeking a waiver of the defaults and is
discussing with its bank syndicate an amendment to its credit
facility, but there can be no assurance that a satisfactory
arrangement with the banks or other financing arrangements will
be made. If a waiver has not been obtained when the Company files
its Form 10-Q (no later than April 15, 2001) for the period ended
February 28, 2001, the Company will be required to classify all
of its outstanding borrowings under the credit facility as
current liabilities.

The purchase of the convertible subordinated notes by the Pappas
brothers is conditioned upon satisfactory arrangements being made
with the Company's syndicate of lenders. Until the convertible
notes are funded, the Company's liquidity will be severely
hampered. In the interim the Company will rely on cash flow from
operations and proceeds from the sale of properties currently
held for sale to fund its ongoing cash needs.

In connection with joining the Company, Chris and Harris Pappas
have entered into employment agreements, each for a term of three
years, and each has been granted an employee stock option to
purchase 1,120,000 shares of common stock, which vests over the
next three years, at an exercise price of $5.00 per share. While
they will continue in their positions with Pappas Restaurants,
Inc., they will each devote their primary work time and business
efforts to Luby's. The $10 million principal amount of
convertible subordinated notes, if issued, will mature in 2011,
bear interest at a premium over LIBOR, and will be convertible
into common stock after 18 months at a conversion price of $5.00,
which represents a 33% premium over the closing price of Luby's
common stock on the day before the Pappas brothers announced
their interest in the Company. Under certain circumstances the
interest on the notes may be paid in shares of common stock based
upon the then market price. The shares issued upon exercise of
the options and upon conversion of the notes will be issued out
of the Company's treasury shares. The transaction agreements also
contain "standstill" provisions that limit the ownership and
voting power of the Pappas brothers.

In connection with the transactions with the Pappas brothers,
Luby's also amended its stockholder rights plan in certain
respects, including to exempt the ownership by the Pappas
brothers from the operation of the rights plan and to extend the
final expiration date for the outstanding rights for three years.
Luby's expects to announce its quarterly results for its second
quarter ended February 28, 2001, before the opening of the NYSE
on Friday, March 16, 2001.

The San Antonio-based company operates 218 Luby's restaurants in
ten states, and its stock is traded on the New York Stock
Exchange (symbol LUB).


PETSMART: Says Inventory Level is Very Low
------------------------------------------
F&D Reports' analysts participated in PETsMART's (Phoenix, AZ)
recent conference call, which highlighted the Company's
"disappointing" fourth quarter and year-end results. Explanations
included: (i) the general slowdown in consumer spending,
especially during the holiday season, resulting in decreased
fourth quarter sales and higher-than-expected product discounts,
(ii) discounts and increased shrink negatively impacting gross
margins, and (3) warehousing and distribution costs rising due to
the roll out of two new DCs and the consolidation of its Ohio
distribution facilities. As a result, it reported a fourth
quarter net loss of $27.2 million, including a $4.9 million non-
cash equity charge resulting from PETsMART.com losses. On a
positive note, the Company achieved its "top-line" revenue goal
of $2.2 billion and, according to chairman Phil Francis,
"inventories are at record lows as a percent of our business
volume". A week ago, Standard & Poor's cut the Company's
corporate credit rating to B+ from BB.


PROTECTION ONE: Moody's Downgrades All Ratings
----------------------------------------------
Moody's Investors Service downgraded all ratings of Protection
One, Inc as follows:

      * $250.0 million 7.375% senior unsecured notes, 2005 (issued
        by Protection One Alarm Monitoring, Inc) to B3 from B2,

      * $262.0 million 8.125% senior subordinated notes, 2009
        (issued by Protection One Alarm Monitoring, Inc) to Caa2
        from Caa1,

      * $ 49.8 million 13.625% senior subordinated discount notes,
        2003 (issued by Protection One Alarm Monitoring, Inc) to
        Caa2 from Caa1,

      * $ 28.2 million 6.75% convertible senior subordinated
        notes, 2003 (issued by Protection One Alarm Monitoring,
        Inc) to Caa2 from Caa1

      * Senior implied rating also fell to B3 from B2 and

      * Long-term issuer rating declined to Caa1 from B3.

The rating outlook is negative while approximately $590 million
of debt securities are affected.

According to Moody's, the ratings action was prompted by a
revision of the rating agency's expectations concerning the
company's operations, leverage, and liquidity position over the
intermediate term. In Moody's opinion, the company still faces
substantial obstacles in reversing negative operational trends,
improving operating cash flow, and obtaining appropriate
liquidity on reasonable terms. Issues immediately confronting the
company include improving efficiency of new customer acquisition,
reducing the attrition rate of existing customers, and
permanently replacing the unrated $115 million revolving credit
facility (lent by the majority owner Westar Industries, Inc),
Moody's says.

Moreover, Moody's relates that the negative outlook implies the
potential decline of ratings within the next two quarters if the
company does not satisfactorily resolve the liquidity issue or
make substantial progress to improve ongoing operations.

Based in Culver City, California, Protection One, Inc is 85%
owned by Westar Industries, Inc. It provides security alarm
monitoring principally in the United States.


RITE AID: Continues to Reduce Debt Load But Still Has Far to Go
---------------------------------------------------------------
A trade publication from F&D Reports observes that Rite Aid (Camp
Hill, PA) has been working feverishly to reduce its heavy debt
load. In early February it launched a debt for equity exchange
and just a couple of weeks ago announced its intention to sell
nearly all of its 23.3% stake in AdvancePCS. In the latest move,
AdvancePCS plans to offer approximately $200 million of privately
placed notes, with proceeds to be used to repay existing senior
subordinated debt held by Rite Aid. Altogether, these
transactions will account for more than $800 million in debt
reduction, however, the Company still has a long way to go
considering it had $6.14 billion in debt as of the close of the
third quarter ended November 25, 2000.


SAVIO, PETER: Hawaiian Developer Goes to Bankruptcy Court
---------------------------------------------------------
Hawaiian developer Peter Savio appeared in bankruptcy court to
face his creditors, according to the Hawaiichannel.com. Savio
declared bankruptcy on Feb. 2, claiming that he and his wife have
more than $32 million in debt while having only $7 million in
assets. During the hearing, Savio linked his personal bankruptcy
to the corporate bankruptcy of one of his companies, Savio
Development. Savio said that the University Avenue office
property that he owned personally became entangled with the
corporate bankruptcy. He said that his lender forced him out.

"Savio Development, as part of its reorganization, gave the
office space to Central Pacific Bank, where our offices are
located," he said. "And then Central Pacific Bank gave us a five-
day notice to move out. When they wouldn't give more time, we had
no choice to protect the existing companies, [I] had to file a
personal bankruptcy."

Central Pacific Bank said that Savio is wrong. A bank official
said that the loan involving the University property was issued
years ago and that the bank began foreclosure proceedings against
Savio last June. There was no eviction, according to the bank.
CPB officials claimed that Savio had to move because the
foreclosure was being completed. Savio said that he's hoping to
work out a reorganization plan for his creditors, but is also
willing to liquidate his holdings. (ABI World, March 9, 2001)


SIMULA INC.: Reduces Workforce as Part of Ongoing Restructuring
---------------------------------------------------------------
Simula, Inc. (AMEX: SMU) completed a Company-wide reduction in
workforce as part of its ongoing restructuring.

The reduction represents about 60 job positions or 7.5% of its
worldwide workforce. In addition, about 40 budgeted new positions
will not be filled and certain facilities will be consolidated.
The Company emphasized that the downsizing represents one of a
series of initiatives to reduce costs, and is not a layoff due to
a slowdown in its business or general economic conditions.

On February 21, 2001, the Company said that it anticipated it
would return to profitability in 2001 and that its ongoing
restructuring would include facility consolidations and workforce
reduction. The restructuring elements include exiting
unprofitable businesses, eliminating redundancies across
divisions, increasing operational efficiencies, and narrowing the
scope of research and development efforts and expenditures.

"The change in management in October was the first step in
rebuilding the business," said Brad Forst, President and CEO.
"The second step was the write-off of unproductive assets
resulting in a one-time, principally non-cash charge in the
fourth quarter of fiscal 2000."

"This downsizing represents a third step in implementing our new
business plan. Another big step that remains is to restructure
the Company's debt-heavy balance sheet," said Forst.

Employee terminations occurred across virtually all of the
Company's six operating divisions and corporate office. The
Company operates divisions in three U.S. states and in the United
Kingdom. The Company has approximately 750 employees.

The Company also said that as part of the restructuring it will
consolidate the operations of its Sedona Scientific Division
located in Sedona, Arizona into operating divisions located in
Phoenix, Arizona. The Sedona Scientific Division works on the
development of the Company's crash sensors. The division's
intellectual property, assets, and some personnel will transfer
to a Phoenix location and the Sedona facility will be closed.
The Company also said that its newest operating division, Simula
Polymer Systems, will suspend its planned ramp-up for
manufacturing operations to concentrate on the licensing of the
Company's patented high-impact transparent polymer technology.
The Company previously announced two major licenses for this
technology.

"Maximizing profits through a licensing strategy is part of a new
business model for the Company and our polymer technology fits
well into this concept," said Forst.

Finally, the Company said its corporate offices will occupy less
space and it will reduce its leasing costs.

The Company says it anticipates one-time charges in the first
quarter for severance payments. "Nevertheless," said Forst, "net
of any such charges, we expect first quarter income from
operations will be positive."

Simula is a diversified technology company that designs and
manufactures occupant safety systems and devices engineered to
safeguard human life in a wide range of air, ground and sea
transportation vehicles. The Company operates in two principal
markets that are aligned with its core technologies: aerospace
and defense systems, and automotive safety systems. The Company's
core products and technologies include inflatable restraints,
energy absorbing seating systems, advanced polymer materials,
transparent and opaque armor products, personnel protective
equipment and parachutes, and crash sensors. Additional
information can be found at www.simula.com.


SUNBEAM: Court Okays $1.4 Million Employee Retention Bonus Pool
---------------------------------------------------------------
A federal bankruptcy judge recently approved Sunbeam Corp.'s bid
to set up a $1.36 million retention bonus pool, which the company
will use in an effort to keep 28 key employees from leaving,
according to Dow Jones. The retention incentives enable Sunbeam
to guarantee payment for half of the target bonuses for 106
employees participating in its incentive plan. The company's
senior lenders support the retention incentives, which they are
effectively funding through their provision of a $285 million
debtor-in-possession (DIP) financing facility. The Boca Raton,
Fla., company 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. At the Feb. 26
hearing, Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court in
Manhattan also authorized the consumer-products maker to retain
Zolfo Cooper LLC as its bankruptcy consultants and financial
advisors, Deloitte & Touche LLP as its auditors and Ernst & Young
LLP as its internal auditors. (ABI World, March 9, 2001)


TANDYCRAFTS: Reports Second Quarter Losses
------------------------------------------
Tandycrafts, Inc. (NYSE: TAC), the nation's #2 maker and marketer
of picture frames and wall decor, announced its operating results
for the quarter ended December 31, 2000.

The Fort Worth, Texas-based company reported a net loss from
continuing operations of $3.2 million, or $0.26 per share, on net
sales of $27.9 million in the fiscal 2001 second quarter,
compared to net income of $0.7 million, or $0.06 per share, on
net sales of $29.4 million for the same period last year. For the
six months ended December 31, 2000, Tandycrafts reported a net
loss from continuing operations of $4.1 million, or $0.34 per
share, on net sales of $51.4 million, compared to net income from
continuing operations of $0.7 million, or $0.05 per share, on net
sales of $53.9 million for the same period last year.

Tandycrafts said that demand for its frame products has remained
consistent with last year. However, soft framed art sales and the
bankruptcy of certain retail customers contributed to a 5% sales
decline for the 2001 second quarter and six month periods. In
addition to the sales decline, inefficiencies at Tandycrafts'
manufacturing plant in Durango, Mexico and higher interest rates
on its outstanding debt have negatively impacted Tandycrafts'
profitability for the first six months of fiscal 2001.

Tandycrafts is focusing on increasing efficiencies at its Durango
plant and has engaged a consulting organization with Mexican
manufacturing expertise to advise Tandycrafts on improvements in
its Durango operations. Tandycrafts has also implemented several
cost reduction initiatives and continues to evaluate ways to
improve cost effectiveness and operating efficiencies.

Tandycrafts also announced that it has engaged an investment
banking firm to assist the Company in its efforts to refinance
its existing credit facility. Tandycrafts' current revolving
credit facility expires March 31, 2001. While Tandycrafts
continues its efforts to obtain the refinancing, there can be no
assurance that it will be able to secure such financing on a
timely basis. Until Tandycrafts completes its refinancing, its
liquidity will continue to be limited. Failure to obtain such
refinancing would have a material adverse effect on Tandycrafts'
liquidity, operations, financial condition and ability to operate
as a going concern. As a result of Tandycrafts' on-going efforts
to obtain such refinancing, Tandycrafts has not filed its Annual
Report on Form 10-K for fiscal year 2000 and its Quarterly
Reports on Form 10-Q for the quarters ended September 30, 2000
and December 31, 2000. Tandycrafts intends to file these reports
as soon as other priorities permit.


TANDYCRAFTS: Falls Short Of NYSE Trading Requirement
----------------------------------------------------
Tandycrafts, Inc. (NYSE: TAC) reported that it has been advised
by the New York Stock Exchange that it currently falls below NYSE
continued listing standards requiring total market capitalization
of not less than $50 million and total stockholder's equity of
not less than $50 million. The NYSE also notified Tandycrafts
that it currently falls below NYSE continued listing standards
requiring total market capitalization of not less than $15
million over a 30-day trading period. While Tandycrafts has
exceeded these levels in the past, it does not do so at the
present time.

As required by the NYSE, Tandycrafts will be submitting a plan to
the NYSE Listing and Compliance Committee demonstrating how it
plans to comply with the listing standards by the August 2002
deadline. If the Committee accepts the plan, Tandycrafts will be
subject to quarterly monitoring for compliance with the plan. If
the Committee does not accept the plan, Tandycrafts will be
subject to NYSE trading suspension and delisting. Should
Tandycrafts shares cease to be traded on the NYSE, Tandycrafts
will pursue an alternative trading venue.

Tandycrafts, Inc. (www.tandycrafts.com ) is the nation's #2 maker
and marketer of frames and wall decor. Tandycrafts' products are
sold nationwide through wholesale distribution channels,
including mass merchandisers and specialty retailers.


ULTRA STORES: Files Chapter 11 Petition in New York
---------------------------------------------------
Ultra Stores Inc. filed a voluntary chapter 11 bankruptcy
petition in the U.S. Bankruptcy Court for the Southern District
of New York in Manhattan, listing total assets of about $76
million and total liabilities of a little more than $68 million
as of Feb. 4, according to Dow Jones. The company, which has also
operated under the names Ultra Diamond Outlet, Ultra Watch Outlet
and Premier Fine Jewelry Direct, cites between 200 and 999
creditors, and estimates that funds will be available for
distribution to unsecured creditors.

Daniel H. Marks, Ultra Stores's president, said the company filed
for bankruptcy as a result of its inability to access capital
markets on acceptable terms. According to an exhibit filed with
the petition, poor sales during the holiday season also hurt the
retailer.

The company was additionally hurt by the bankruptcy of Filene's
Basement and the announced liquidation of Ann & Hope. Ultra had
operated licensed jewelry departments in both retail chains that
accounted for a substantial portion of its cash flow. (ABI World,
March 9, 2001)


ULTRA STORES: Chapter 11 Case Summary
-------------------------------------
Debtor: Ultra Stores, Inc.
         1311 Broadway@ 34th Street
         New York, NY 10001

Type Of Business: Retailer of fine jewelry

Chapter 11 Petition Date: March 7, 2001

Court: Southern District Of New York (Manhattan)

Bankruptcy Case No.: 01-11170-pcb

Judge: Prudence Carter Beatty

Debtor's Counsel: Laurence May, Esq.
                   Angel & Frankel, P.C.
                   460 Park Avenue
                   New York, NY 10022
                   (212) 752-8000
                   Fax : (212) 752-8393
                   Email: lmay@angelfrankel.com

Total Assets: $76,058,390

Total Liabilities: $68,082,799


URBAN BOX: Seeks Court's Nod On Additional Funding Plan
-------------------------------------------------------
Internet startup Urban Box Office Networks Inc. has asked the
U.S. Bankruptcy Court for the Southern District of New York in
Manhattan to approve a plan for additional funding that would
help to keep the Internet portal in business, according to Dow
Jones. In February, the company raised $410,000 in net proceeds
from the sale of furniture and other office equipment. Urban Box
Office is expected to capture another $380,000 from the sale of
fixtures to its former landlord. The company wants to use these
funds in concert with a $75,000 loan from the Flatiron Fund, a
New York City venture capital fund, to cover its operating
expenses.

A hearing is scheduled for March 22 in Oklahoma City. The venue
was changed because U.S. Bankruptcy Judge Richard L. Bohanon, who
is presiding over the case, is based in the Oklahoma City court
and only spends about one week a month in Manhattan.

Urban Box Office, founded by the late Motown Records chief George
Jackson, was plagued early on by technical and financial woes.
Web designers failed to deliver its site, www.ubo.com, on time,
causing a loss of business, according to the motion. Also,
Interfase Managers LP, an Austin venture capital group, reneged
on a commitment to buy $20 million in company stock. Urban Box
Office filed for bankruptcy on Nov. 2, listing assets of $9.9
million and debts of $13.9 million. (ABI World, March 9, 2001)


VLASIC FOODS: Court Approves $8.5 Million Employee Retention Plan
-----------------------------------------------------------------
A bankruptcy judge has given the nod to an employee retention
plan for Vlasic Foods International Inc. that will help the
troubled company keep its workforce intact. The plan, approved by
U.S. Bankruptcy Judge Sue L. Robinson, covers 121 employees and
will cost an estimated $8.5 million assuming the Cherry Hill,
N.J. -based company stays in bankruptcy for a year. Kevin Lowery,
Vlasic's vice president for public affairs and investor
relations, said the company has lost between 30 and 40 workers
since Jan. 1. (ABI World, March 9, 2001)


                            *********


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provided by DLS Capital Partners in Dallas, Texas.

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of interest to troubled company professionals. All titles are
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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.


                           *********


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

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