TCR_Public/010316.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, March 16, 2001, Vol. 5, No. 53

                            Headlines

AES RED: S&P Watching Effect of Washington-Raytheon Litigation
APPLE ORTHODONTIX: Disclosure Statement Hearing Set for March 28
ASIA PULP: S&P Sees Imminent Default & Cut Ratings to CC
ASIA PULP: NYSE Allows Shares to Continue Trading
AUREAL INC: Plan Confirmation Hearing Set for April 16

BLOOMSBURY GROUP: Files Chapter 11 Petition in Maryland
BRIDGE INFORMATION: Court Extends Utility Injunction To Savvis
CHIQUITA BRANDS: Finalizes New $120 Million Credit Facility
CKE RESTAURANTS: Selling Taco Bueno For $72.5MM To Jacobson
COMMONWEALTH INDUSTRIES: Sees Weak Demand & First Quarter Losses

CORAM HEALTHCARE: Court Approves Goldin Associates' Employment
DECORA INDUSTRIES: Hires Houlihan Lokey as Investment Banker
DRYPERS CORP.: Court Extends Exclusive Period through May 8
DYNAMATIC CORP: Asks Court To Approve David Barrett as President
EINSTEIN/NOAH: Court Okays Bidding Procedures

FINOVA GROUP: Court Okays Continued Use Of Current Business Forms
FURRS SUPERMARKETS: Wins Final Approval of $33MM DIP Financing
HARNISCHFEGER: Beloit Settles Intercompany Claims With Lenox
HOUSING RETAILER: Exclusive Period Extended to May 3
LERNOUT & HAUSPIE: Seeks Nod on Mr. Bodson's Retention as New CEO

LOEWEN GROUP: Enters Into Escrow Agreement With Commonwealth Land
LTV: Opposes People Energy's Motion to Compel Contract Assumption
MARK II IMPORTS: Asks Court to Fix April 30 Claims Bar Date
OWENS CORNING: Sells Pipe Systems Business To Arabian Company
PARADIGM4 INC.: Closes Shop & Files for Bankruptcy Protection

PILLOWTEX: Reduces DIP Facility & Amends Financial Covenants
POTLATCH: Fitch Downgrades Long-Term Debt to BBB from BBB+
PRECISION AUTO: Shareholders to Gather in Virginia on March 21
PSINET: Moody's Cuts Senior Unsecured Debt Rating to Ca from Caa1
RBX CORP: Disclosure Statement Hearing Scheduled on April 4

RITE AID: Sells AdvancePCS Shares & Plans to Cut Debt by $726.4MM
SAFETY-KLEEN: Lenders Move to Compel PwC to Produce Documents
SANTA FE GAMING: Completes Acquisition of Investment Properties
SUN HEALTHCARE: U.S. Trustee Names Kevin Pendergest as Examiner
SUNTERRA: Talking to Greenwich about Securing $210MM DIP Loan

TELETRAC INC.: Merges With Trafficmaster Subsidiary
UNITED AUTO: Stockholders Elect Roger Penske as New Director
UNITED DOMINION: Fitch Digs into SPX Acquisition Details
URANIUM RESOURCES: Solicits Shareholder Approval to Issue Stock

* BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                            *********

AES RED: S&P Watching Effect of Washington-Raytheon Litigation
--------------------------------------------------------------
Standard & Poor's placed its triple-'B'-minus rating on AES Red
Oak LLC's $384 million senior-secured bonds on CreditWatch with
negative implications.

This action follows last week's announcement by Washington Group
International Inc. (WGI) that it has filed a lawsuit against
Raytheon Co. and Raytheon Engineers & Constructors International
Inc., claiming fraudulent inducement, misrepresentation, and
specific performance with regards to its July 2000 acquisition of
Raytheon Engineers & Constructors (RE&C). Further, WGI has ceased
work on two large power projects in Massachusetts. WGI is the
construction contractor for the AES Red Oak power plant and while
work at the site continues on schedule (52% complete), there is
some uncertainty that if litigation between RE&C and WGI
intensifies, construction progress at AES Red Oak could be at
risk. WGI's payment and performance obligations under the
construction contract continue to be guaranteed by Raytheon Co.

AES Red Oak's exposure is mitigated because the project executed
an option at closing of the senior-secured bonds whereby AES Red
Oak prepaid the full construction contract amount and the
contractor provided a LOC issued by Bank of America in the amount
of the prepayment. As the construction contractor meets
construction milestones, the face amount of that LOC reduces by
the milestone payment amount. The current amount of the LOC is
approximately $125 million. In the event of default by WGI under
the AES Red Oak construction contract, AES has the right to draw
on the full remaining amount of the LOC and replace the
contractor.

Although WGI has recently affirmed its commitment to complete the
AES Red Oak project and the necessary incentives for completion
are in place (i.e. draw on the LOC), in the event that WGI ceases
work on AES Red Oak and the remaining amount of the LOC described
above is not sufficient to complete the project on schedule and a
significant delay follows, or if AES Red Oak seeks to have
Raytheon Co. honor its performance and payment guarantee and
Raytheon fails to do so, it could lead to a downgrade of the AES
Red Oak bonds.

AES Red Oak LLC was formed to develop, construct, own, and
operate an 820 MW combined-cycle, natural gas-fired generating
station that will be located near Sayreville, N.J. AES Red Oak
will use the proceeds of the bond offering to fund construction
and operation of the facility. The plant has a power purchase
agreement (PPA) with Williams for 20 years from commercial
operation, after which it will either become a merchant plant or
sell power under a replacement contract.

Standard & Poor's will be meeting with the various parties
involved to determine what mitigating steps are being taken to
ensure timely project completion and adequate financing needs. If
Standard & Poor's concludes that the dispute between Raytheon and
the Washington Group does not present a risk to AES Red Oak's
construction progress, it would be prepared to remove the
CreditWatch listing and affirm the rating.


APPLE ORTHODONTIX: Disclosure Statement Hearing Set for March 28
----------------------------------------------------------------
Apple Orthodontix filed a plan of liquidation on January 23, 2001
and Disclosure Statement on February 5, 2001. The hearing to
consider the approval of the Disclosure statement shall be held
before the Honorable Karen K. Brown on March 28, 2001 at 2:00 PM.
March 18, 2001 is fixed as the last day for filing and serving
written objections.


ASIA PULP: S&P Sees Imminent Default & Cut Ratings to CC
--------------------------------------------------------
Standard and Poor's on Tuesday lowered the long-term local and
foreign currency corporate credit and senior debt ratings on Asia
Pulp & Paper Co. Ltd. (APP) and its operating subsidiaries,
namely, PT Indah Kiat Pulp & Paper Corp Tbk, PT Pabrik Kertas
Tjiwi Kimia Tbk, PT Pindo Deli Pulp & Paper Mills, PT Lontar
Papyrus Pulp & Paper Industry, and APP China Group Ltd. The
rating dropped to double-'C' from triple-'C'-minus. At the same
time, Standard & Poor's lowered its ratings on all but one of the
guaranteed subsidiaries to double-'C' from triple-'C'-minus. The
ratings remain on CreditWatch with negative implications.
The downgrade reflects Standard & Poor's belief that default is
imminent as a result of Asia Pulp's announcement that it will
stop all group payments of interest and principal on outstanding
debt. The rating on Asia Pulp & Paper Finance Mauritius Ltd.
(APPIIM) has already been lowered to 'D' following it's
nonpayment of a $11.25 million quarterly dividend due February
15, 2001, on a $375 million unsecured, cumulative, redeemable
preference share issue.

Standard & Poor's regards as a default any interruptions to
scheduled payments of financial obligations, be they interest or
principal, and will lower the various issue ratings to 'D' when
the next respective dates for interest or principal payments are
passed and payments are not made. At the same time, the corporate
credit ratings on each entity will be lowered to 'SD' (selective
default) or 'D', depending on whether an entity is, at that point
in time, current on any other debt. Although a financial advisor
has been appointed to address APP's debt maturity and capital
structure concerns, Standard & Poor's does not expect a
resolution in the near term due to the group's extensive debts,
complex debt structure, and the existence of numerous creditor
groups.


ASIA PULP: NYSE Allows Shares to Continue Trading
-------------------------------------------------
The New York Stock Exchange (NYSE) said that it would not delist
Asia Pulp & Paper Co.'s (APP) American depositary receipts yet,
despite the Singapore pulp-and-paper giant's announcement Monday
that it would seek to restructure its $12 billion debt load,
according to TheDeal.com.

APP, which has production facilities in Indonesia, China and
India, announced Monday that it would halt all interest and
principal payments on its debts. APP said it would try to work
out a "consensual" arrangement on debt payments with its
creditors. Last week it chose Credit Suisse First Boston to
advise it in its debt restructuring.

The NYSE first notified APP Jan. 19 that it was under threat of
delisting after the company ran into some debt payment problems
late last year. In recent weeks, APP also started shopping around
some of its paper and packaging assets, hiring J.P. Morgan Chase
& Co. as an adviser on these sales. The company, which
Indonesia's Widjaja family owns, has struggled since September to
stretch out and restructure nearly $12 billion of debt, held
mostly by foreign banks and bond investors. (ABI World, March 14,
2001)


AUREAL INC: Plan Confirmation Hearing Set for April 16
------------------------------------------------------
The U.S. District Court of the Northern District of California,
Oakland Division, entered its order conditionally approving the
Disclosure Statement of Aureal, Inc. dba Silo.com.

The Bankruptcy Court will hold a hearing to consider confirmation
of the plan and Disclosure statement on April 16, 2001 at 2:00 PM
in Judge Tchaikovsky's courtroom. Any objections must be filed
with the court so as to be actually received by no later than
April 2, 2001.


BLOOMSBURY GROUP: Files Chapter 11 Petition in Maryland
-------------------------------------------------------
Bloomsbury Group, Inc. filed for Chapter 11 protection with the
U.S. Bankruptcy Court in the District of Maryland, citing total
assets of $15 million and total liabilities between $15 and $20
million. The Company will reportedly seek Court approval to
liquidate. (New Generation Research, March 14, 2001)


BRIDGE INFORMATION: Court Extends Utility Injunction To Savvis
--------------------------------------------------------------
Because Bridge Information Systems, Inc. and its debtor-
affiliates indirectly obtain utility services through Savvis
Communications Corporation, the Debtors urged Judge McDonald to
extend the reach of the Utility Injunction to include restraining
Utilities from altering, refusing or discontinuing service they
provide to Savvis.

Gregory D. Willard, Esq., at Bryan Cave LLP, explained to the
Court that a substantial portion of the utility service to the
Bridge Network is provided by pass-through contracts with Savvis
(Savvis, the Debtors told Judge McDonald, is a publicly-held
(Nasdaq:SVVS) provider of Internet backbone and high-speed access
that was recently spun-off from the Debtors and in which the
Debtors continue to hold approximately 48% of the outstanding
stock). This indirect utility service allows the Debtors to
connect to more than 4,700 institutions in 44 countries,
including the majority of top banks and brokerage firms. "If
this service was interrupted, the Debtors would be unable to
continue operating their businesses," Mr. Willard said. The
Debtors advise the Court that Savvis, a solvent company, is
substantially current on its pre-petition obligations to the
Utility Companies.

Expressing clear discomfort about issuing an injunction with
respect to a non-debtor entity, but finding that the Debtors'
Motion is well taken and the relief is probably necessary to
protect Bridge's estate, Judge McDonald entered a heavily-
interlineated Order providing that, "absent any further order of
this Court, the Utility Companies are forbidden to discontinue,
alter or refuse service to . . . Savvis (solely with respect to
service that is passed through to the Debtors, and not for
services provided for Savvis no used by the Debtors)(the Court by
this reference does not suggest or imply that there is any basis
justifying discontinuation or alteration of any other services
provided to Savvis), on account of any unpaid pre-petition
charges, or to require payment of a deposit or receipt of
other security in connection with any unpaid pre-petition
charges." (Bridge Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CHIQUITA BRANDS: Finalizes New $120 Million Credit Facility
-----------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) announced that
its principal operating subsidiary, Chiquita Brands, Inc. has
finalized its previously announced three-year $120 million
secured credit facility with Foothill Capital Corporation and
Ableco Finance LLC. The new facility, which consists of a term
loan of $75 million and a revolving credit facility of $45
million, has been used to repay $50 million of maturing
subsidiary debt. The remaining amounts are for seasonal working
capital needs and other general corporate purposes. The
completion of this credit facility will not alter Chiquita's
previously announced financial restructuring initiative.

Steven G. Warshaw, President and Chief Operating Officer of
Chiquita, said: "With this three-year credit facility in place,
the Company's financial resources and cash flow will be more than
adequate to provide for the day-to- day needs of our operating
companies as we make progress on the proposed financial
restructuring of the parent company debt announced in January."

Chiquita is a leading international marketer, producer and
distributor of fresh fruits and vegetables and processed foods.
Foothill Capital Corporation is a leading provider of asset-based
financing to middle market companies. Foothill is a subsidiary of
Wells Fargo & Company, a diversified financial services company.


CKE RESTAURANTS: Selling Taco Bueno For $72.5MM To Jacobson
-----------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced it has signed a
purchase agreement with an affiliate of Jacobson Partners, a
private equity buyout firm, to purchase its Taco Bueno subsidiary
for $72.5 million, subject to certain adjustments to be
determined at the time of closing. The transaction is expected to
close at the end of May, and is subject to final resolution of
schedules to the stock purchase agreement, customary closing
conditions, and the buyer obtaining the balance of its financing.

"Taco Bueno is a great brand," said Andrew F. Puzder, CKE's
president and chief executive officer. "Nevertheless, what Taco
Bueno needs now is the ability to grow company restaurants and
potentially develop a franchise program. With our focus on the
Hardee's turnaround and debt reduction, we believe the sale of
Taco Bueno at this time serves its interest as well as CKE's."

"We are very excited about the opportunity to acquire Taco Bueno
and believe there are significant opportunities ahead for this
emerging brand," said Murry N. Gunty, general partner of Jacobson
Partners. "Taco Bueno has strong operating fundamentals and
excellent market penetration in existing markets. This
transaction continues our highly successful strategy of
purchasing non core divisions of large public and private
corporations."

Praetorian Group was involved in the negotiation of the
transaction. CKE Restaurants, Inc., through its subsidiaries,
franchisees and licensees, operates more than 3,700 quick-service
restaurants, including 977 Carl's Jr. restaurants in 13 Western
states and Mexico; 2,660 Hardee's restaurants in 37 states and 11
foreign countries; and 125 Taco Bueno restaurants in Texas and
Oklahoma.

Jacobson Partners is a 20-year-old private equity investment firm
with interests in companies in a broad range of industries,
including restaurants, health care, and manufacturing. Current
investments include Bertucci's, Conforma Clad, Childtime Learning
Centers, FPC, Inc. and GEM Products.


COMMONWEALTH INDUSTRIES: Sees Weak Demand & First Quarter Losses
----------------------------------------------------------------
Commonwealth Industries, Inc. (Nasdaq/NM:CMIN) announced that
continued weak customer demand affecting virtually all of the
Company's markets is expected to lead to significantly lower net
sales for the first quarter of 2001, which ends on March 31.

While shipments and net sales will be below prior year levels in
both of its business segments, the Company's anticipated net loss
from operations will relate primarily to Commonwealth's aluminum
operations, which account for approximately 90% of the Company's
total net sales. Commonwealth's electrical products business is
expected to return to profitability in the first quarter of 2001
due largely to the Company's business restructuring efforts over
the past year.

Based on results through February, Commonwealth currently expects
aluminum shipments to decline approximately 32% in the first
quarter of 2001 while overall net sales are expected to decline
approximately 31% for the period, both versus the comparable
period in the prior year. The Company expects to report a net
loss for the first quarter in the range of $0.27 to $0.32 per
diluted share, including additional charges detailed below,
related to Commonwealth's ongoing efforts to restructure its
businesses.

In the first quarter of 2000, Commonwealth reported aluminum
shipments of 274.3 million pounds and net sales of $321.0
million. Net income for the first quarter of 2000 was $1.3
million or $0.08 per diluted share.

In response to the challenging market conditions that began to
develop in 2000, Commonwealth has cut costs throughout its
operations, reduced inventories and strengthened its financial
position. During 2000, Commonwealth reduced its manufacturing and
administrative workforce approximately 15%, or more than 300
employees, reduced inventories 34% or approximately $70 million,
while increasing working capital by more than $15 million. These
efforts continued during the first quarter of 2001, as previously
announced, with further employee reductions at the Company's
Lewisport plant and at other locations. In connection with these
latest steps, Commonwealth expects to record after-tax charges
totaling about $0.07 per diluted share in the first quarter of
2001 for net severance and other employee-related costs.

Commonwealth Industries is one of North America's leading
manufacturers of aluminum sheet for distributors and the
transportation, construction, and consumer durables end-use
markets. The Company has direct-chill casting facilities in
Kentucky and continuous casting mini-mills in Ohio and
California. Commonwealth also is a leading manufacturer of
innovative electrical products through its Alflex operations in
California and North Carolina. For more information about the
Company, visit Commonwealth's website at www.ciionline.com.


CORAM HEALTHCARE: Court Approves Goldin Associates' Employment
--------------------------------------------------------------
The U.S. Bankruptcy Court, District of Delaware entered an order
on February 26, 2001 approving the appointment of Goldin
Associates LLC as independent restructuring advisors in Coram
Healthcare's Chapter 11 cases.


DECORA INDUSTRIES: Hires Houlihan Lokey as Investment Banker
------------------------------------------------------------
Decora Industries, Inc. and Decora Incorporated sought to retain,
employ and compensate Houlihan Lokey as heir investment bankers
to primarily pursue a sale of all or substantially all of the
debtors' assets.

The firm will provide the following services:

      * Providing expert advice and testimony relating to any
financial mattes related to a potential M&A transaction;

      * Generally advising the debtors as to potential mergers or
acquisitions, and the sale or other disposition of any of the
debtors' assets or businesses and, in particular, advising the
debtors as to the execution of a merger, acquisition, sale or
other disposition in the context of a reorganization or
restructuring of the debtors' capital structure;

      * Communicating with creditors, employees, shareholders and
other parties-in-interest in connection with any transaction; and

      * Assisting the debtors' management with presentations made
to their Boards of Directors regarding any potential transaction
and any other issues related to the debtors' reorganization.

Houlihan Lokey shall be paid a $150,000 Retainer and a
Transaction Fee.


DRYPERS CORP.: Court Extends Exclusive Period through May 8
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Drypers
Corporation filed an objection to the motion for an extension of
the period of exclusivity. The Committee stated that the sole
strategy of the debtor's bankruptcy case is the sale of assets,
which would in turn contemplate a plan of liquidation.

The Committee contended that such a plan can and should be
prepared, filed and confirmed with very little delay. Yet the
proposed 90-day extension provides too much time for unwarranted
delay. Thus, the Committee complains, a ninety-day extension is
too long. Hugh Ray, John Sparacino and Allison Comment of Andrews
& Kurth LLP represent the Committee.

Over the Committee's objection, the U.S. Bankruptcy Court in
Houston granted Drypers Corp.'s (DYPR) request for a 90-day
extension of the period in which it has the exclusive right to
file a reorganization plan and solicit plan votes. According to
an order U.S. Bankruptcy Judge R. William Greendyke signed on
March 1, Houston-based baby diaper producer company now has the
exclusive right to file its plan until May 8 and get acceptances
of the plan until July 7.  (ABI World, March 14, 2001)


DYNAMATIC CORP: Asks Court To Approve David Barrett as President
----------------------------------------------------------------
Dynamatic Corporation sought entry of an order approving David
Barrett as President of Dynamatic. Barrett is the company's sole
director and has been affiliated with the company as a director
since 1995.

The corporation is in the he process of returning to
profitability and exploring its strategic options in order to
exit Chapter 11. The debtor does not believe that the expenditure
of resources associated with undertaking a search to provide an
alternative candidate to operate the company would be in the
debtor's best interest at this time.

The debtor believes that, by appointing Mr. Barrett, it will be
providing leadership with an individual who is familiar with the
debtor and the strategies of the Chapter 11 case.

Mr. Barrett will receive a salary of $7,500 per month effective
February, 2001.


EINSTEIN/NOAH: Court Okays Bidding Procedures
---------------------------------------------
On March 5, 2001, the United States Bankruptcy Court for the
District of Arizona, which has jurisdiction over the Chapter 11
reorganization proceedings of Einstein/Noah Bagel Corp. and its
majority-owned subsidiary, Einstein/Noah Bagel Partners, L.P.,
entered an order which (a) approved forms of notice and bidding
procedures for the sale of substantially all of the assets of the
company and Bagel Partners, and (b) approved the terms of
Sections 6.8, 6.10, 10.1 and 10.2 of the asset purchase agreement
dated February 10, 2001 between the company, Bagel Partners and
ENB Acquisition LLC, providing, among other things, for payment
to ENB of a termination fee of $5.0 million in the event the
Purchase Agreement is terminated in certain circumstances and the
company and Bagel Partners accept an acquisition proposal from a
third party other than ENB.

Under the bidding procedures approved by the court, bids are due
from qualified bidders not later than 5:00 p.m. (Phoenix time) on
May 14, 2001. The court has set a sale hearing for May 23, 2001
at 10:00 a.m. (Phoenix time). At that time the court will
consider the motion of the company and Bagel Partners for an
order authorizing the sale of substantially all of their assets
to ENB, and, if a qualified bid has been received from at least
one qualified bidder other than ENB, the court will conduct an
auction.


FINOVA GROUP: Court Okays Continued Use Of Current Business Forms
-----------------------------------------------------------------
At The FINOVA Group, Inc.'s behest, Judge Wizmur granted the
Debtors authority to continue using their existing supplies of
business forms (including, but not limited to, letterhead,
purchase orders, invoices, contracts and checks), without the
need to follow the United States Trustee's operating guideline
that all business forms used by a chapter 11 debtor bear a
"debtor-in-possession" legend. Parties doing business with the
Debtors undoubtedly will be aware, Judge Wizmur observed, as a
result of the size and notoriety of the Debtors and these cases,
of the Debtors' status as chapter 11 debtors-in-possession.

Changing Business Forms immediately would be expensive and
burdensome to the Debtors estates and extremely disruptive to the
Debtors' business operations, Janet M. Weiss at Gibson, Dunn &
Crutcher LLP argued, advising that the Debtors obtained an
estimate that the mere task of printing the "debtor-in-
possession" legend on FINOVA checks would cost $12,000 and it
would take a programmer 6 weeks to complete that task.

Accordingly, until existing stock is depleted, the Debtors may
continue using their prepetition business forms. (Finova
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FURRS SUPERMARKETS: Wins Final Approval of $33MM DIP Financing
--------------------------------------------------------------
Furrs Supermarkets Inc. said that it received final Court
approval Wednesday for the Company's $33 million debtor-in-
possession (DIP) financing.

The DIP financing -- previously approved on an interim basis --
will be used to provide funding for Furrs' post-petition trade
and employee obligations, as well as the Company's ongoing
operating needs during its Chapter 11 restructuring process. The
financing is provided under a loan agreement with Heller
Financial, Inc., Fleet Capital Corporation, Bank of America, N.A.
and Metropolitan Life Insurance Company. Furrs filed a voluntary
petition for reorganization in the U.S. Bankruptcy Court for the
District of New Mexico in Albuquerque on February 8, 2001, and
had received interim approval of the DIP financing then.

"We have been moving forward with a program to fully restock the
shelves of Furrs stores since February 8th, and this Court
approval assures us the financial strength to continue with that
objective," said Tom Dahlen, Furrs' Chairman, President and CEO.
"We now believe Furrs has the liquidity necessary to be the
competitive force in the marketplace that our Company had
previously built through a long tradition of success."

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


HARNISCHFEGER: Beloit Settles Intercompany Claims With Lenox
------------------------------------------------------------
Lenox Machine Company, S.A. is a wholly-owned subsidiary of
Beloit. It was incorporated in 1978 as a trading company in the
business of buying and selling paper machines and parts but it
has not operated since 1990. Markus Humm is the sole director of
Lenox.

Lenox filed a proof of claim (No.11513) against the estate of
Beloit in the amount of $667,000 (the Claim) for alleged debt
matured, due and owing arising from pre-petition loan from Lenox
to Beloit. Beloit says that pursuant to Fed.R.Bankr.P.
3003(c)(4), the proof of claim supersedes Claim No. s227, which
is Lenox's $670,668.56 scheduled claim against Beloit.

Beloit objected to the Claim in the Harnischfeger Industries,
Inc.'s 44th Omnibus Objection to Claims, and the claim was
subsequently expunged by court order.

                      The Dispute

From Beloit's standpoint, Objection 44 was served by regular mail
upon Lenox but Lenox did not respond to Objection 44. Beloit
believes that service of Objection 44 complied both with the
Hague Service Convention and with United States constitutional
requirements of due process. For Lenox, it has not waived the
right to challenge, under applicable law, the sufficiency of the
service of Objection 44.

               Lenox is Poised to Commence Liquidation
               Lenox May Be Obligated to Pay Swiss Tax
         Markus Humm May Be Personally Obligated to Pay Swiss Tax

Lenox is poised to commence a voluntary liquidation proceeding in
Switzerland pursuant to Swiss law. Swiss counsel advises that
Lenox must pay Swiss tax liabilities in the amount of
approximately USD $35,000 pursuant to the voluntary liquidation
proceedings. In addition, Lenox must spend approximately USD
$25,000 to cover other liquidation costs.

The sole director of Lenox, Markus Humm, may become obligated
personally to pay the Swiss Tax Liability if Lenox cannot,
according to the advice of Swiss counsel. Pursuant to a certain
Fiduciary Agreement between Beloit and Humm, dated April 23,
1993, Beloit fully indemnified Humm for all liabilities Humm
incurs as shareholder or director of Lenox.

Lenox has no funds to pay the Swiss Tax Liability or any costs of
a liquidation proceeding. Swiss counsel advises that if the
situation persists, Lenox will be compelled to enter involuntary
liquidation proceedings, pursuant to which an administrator will
be appointed to pay debts and collect assets of Lenox including,
presumably, the Claim.

Beloit believes that if allowed, the Claim would represent far
and away Lenox's largest asset.

Under the circumstances, an administrator of Lenox, appointed
pursuant to an involuntary liquidation proceeding in Switzerland,
may find it worthwhile to litigate the issue. In addition, the
administrator may seek to pierce Lenox's corporate veil in a
desperate act to find a source to pay the Swiss Tax Liability.

Moreover, if Markus Humm becomes personally liable for the Swiss
Tax Liability, he may in turn file a request for payment of
administrative expenses against the indemnitor, Beloit, in the
amount of the Swiss Tax Liability.

                The Settlement Agreement

Under the Settlement Agreement, Beloit and Lenox and Beloit and
Humm achieved a full and final settlement of all disputes between
them.

Upon Court approval of the Settlement Agreement, Lenox and Beloit
will mutually release all claims against one another and Beloit
will pay USD $60,000 (in cash) to Lenox. Upon Lenox's payment of
the Swiss Tax Liability, Beloit and Humm will mutually release
all claims against one another.

In the Debtors' reckoning, the payment of USD $60,000 by Beloit
to Lenox is about 9% of the amount of the Claim. Nine percent
falls at the low end of the range of projected total percentage
recovery of allowed general unsecured claims against Beloit,
which is 6.5% to 25% under the Third Amended Joint Plan of
Reorganization. Thus, the USD $60,000 cash payment would
approximate the distribution Lenox would receive on account of
the Claim if the Claim were resurrected and allowed.

The USD $60,000 cash payment contemplated in the Settlement
Agreement will enable Lenox to pay the Swiss Tax Liability. If
the Swiss Tax Liability were not paid, then Humm may assert an
indemnity claim against Beloit as an administrative expense.

Beloit believes that entering into the Settlement Agreement is in
the best interests of its estates and creditors because the
Settlement Agreement is fair and it eliminates the risks of
permitting Lenox to sink into involuntary liquidation proceedings
in Switzerland, including the risks that (a) an administrator
will be appointed who might seek to overturn the order expunging
Claim 11513, and (b) Beloit could become liable to Markus Humm on
the Indemnity. Moreover, the Settlement Agreement resolves the
Claims and all other claims by Lenox against Beloit without the
costs and delays of protracted litigation. The Settlement
Agreement also relieves the estate of any potential claim Humm
may assert against Beloit.

Accordingly, Beloit asked the Court to approve the Settlement
Agreement, pursuant to Bankruptcy Rule 9019. (Harnischfeger
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HOUSING RETAILER: Exclusive Period Extended to May 3
----------------------------------------------------
The U.S. Bankruptcy Court, District of Delaware entered an order
on February 27, 2001 approving an extension of the time period
during which the debtors shall have the exclusive right to
solicit acceptances of their amended joint plan of
reorganization, by 120 days, through and including May 3, 2001.


LERNOUT & HAUSPIE: Seeks Nod on Mr. Bodson's Retention as New CEO
-----------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp. told
Judge Wizmur they have determined to retain Philippe Bodson as
the new CEO of each of the members of the L&H Group. Mr. Bodson
is a Belgian citizen and a member of the Belgian Senate. After
determining that Mr. Bodson should be selected as the CEO, the
Debtors negotiated and agreed upon the terms for his employment
through a Management Agreement between L&H and Sigeco N.V., an
entity owned and controlled by Mr. Bodson. Under this agreement,
the Debtors have agreed to pay Mr. Bodson the same compensation
as was paid to John Guerden, the prior CEO, and there is no
severance package for Mr. Bodson.

The Management Agreement provides:

      (a) Mr. Bodson is to serve as CEO of each of the members of
the L&H Group;

      (b) Mr. Bodson will perform and oversee the daily management
of the Debtors, including the development of a restructuring plan
in L&H's concordat reorganization proceeding in Belgium and a
plan of reorganization under Chapter 11 of the Bankruptcy Code
for the Debtors; and

      (c) Mr. Bodson will be appointed as a director of L&H. The
remuneration for serving as a member of the Board of Directors
for L&H and the Debtors has not yet been established. The Debtors
ask that they be allowed to pay Mr. Bodson the normal and
customary compensation for serving as a member of these boards of
directors.

      (d) Mr. Bodson is to devote most of his time to (i)
performing his duties as the CEO of the Debtors, and (ii)
exercising his management functions on behalf of the Debtors.

      (e) For the period from January 16, 2001, through and
including July 15, 2001, Mr. Bodson will receive monthly
compensation in the amount of $137,500.

      (f) The Board of Directors for L&H and Mr. Bodson will
attempt to determine the compensation for the periods from and
after July 16, 2001; if these parties are unable to fix
alternative compensation, Mr. Bodson will be paid $137,500 per
month until termination of the Management Agreement.

      (g) The term of the Management Agreement runs from January
16 through the date of termination. Either party may terminate
the agreement upon two months' notice. In addition, any material
breach of the Management Agreement by either party will enable
the other party immediately to terminate the Agreement.

      (h) The Management Agreement contains non-competition and
confidentiality restrictions upon Mr. Bodson, and is governed by
Belgium law.

The Debtors told Judge Wizmur that their ability to maintain
their business operations and preserve value for these estates is
dependent upon the employment, active participation, and
management skills of Mr. Bodson. The Debtors said it would be
very difficult to locate and recruit another officer of Mr.
Bodson's caliber and experience because experienced officers
often find the prospect of working for a Chapter 11 company
unattractive. The Debtors also assured Judge Wizmur that they are
in the process of developing their plan for restructuring, and
that any delay in finding another qualified candidate for the
position of CEO would slow this effort. (L&H/Dictaphone
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOEWEN GROUP: Enters Into Escrow Agreement With Commonwealth Land
-----------------------------------------------------------------
In connection with the closing of the Stock Purchase Agreement,
dated February 28, 1999, between The Loewen Group, Inc. and Newco
Cemetery, inc., n/k/a Cornerstone Family Services, Inc. pursuant
to which LGII sold 124 cemeteries and 3 funeral homes to
Cornerstone, LGII entered into an Escrow/Indemnity Agreement with
Commonwealth Land Title Insurance Company on March 31, 1999.

Under the terms of the Escrow/Indemnity Agreement, Commonwealth
Land Title agreed to issue certain loan policies of title
insurance pursuant to certain title commitments issued by the
Company, without exception for delinquent real estate taxes
assessments and water and sewer charges that may have resulted in
a lien against the properties referenced in the Commitments (the
Charges), in exchange for the agreements of LGII set forth in the
Escrow/Indemnity Agreement regarding the Charges. LGII was
required to deposit Escrow Funds in the amount of $175,000.00
with the Title Company on March 31, 1999 as security for the
payment of the Charges. The Title Company, in turn, was required
to hold the Escrow Funds in an interest bearing account for the
benefit of LGII.

The Title Company agreed to release to LGII any remaining Escrow
Funds, plus accrued interest, within three business days after
the earlier of (l) eight months from the date of the
Escrow/Indemnity Agreement or (2) the Title Company's receipt of
reasonable evidence that no Charges existed with respect to the
properties referenced in the Commitments.

After the Petition Date and prior to November 30, 1999 (the
termination date of the Escrow Period), the Title Company paid
$45,157.97 from the Escrow Funds in respect of the Charges
pursuant to the Escrow/Indemnity Agreement. The remaining portion
of the Escrow Funds, $129,842.03, is still being held by the
Title Company.

The Escrow Period has expired, and LGII and the Title Company
have agreed to the distribution of the remaining Escrow Funds
subject to the terms and conditions in the stipulation and
agreement between them. The parties stipulate and agree that:

      (1) The automatic stay imposed by section 362 of the
Bankruptcy Code is modified to the extent necessary to permit the
release and turnover of the remaining Escrow Funds held by the
Title Company to LGII, in accordance with and pursuant to the
terms of the Escrow/Indemnity Agreement.

      (2) LGII and the Title Company are authorized and directed
to perform such acts and execute such documents as are necessary
or appropriate to effectuate the release and turnover of the
remaining Escrow Funds to LGII.

      (3) Upon the entry of this Stipulation and Agreed Order, the
Title Company is authorized and directed, pursuant to section 542
of the Bankruptcy Code, to release and turn over to LGII the
remaining Escrow Funds in the amount of $ 129,842.03, plus
accrued interest in an amount determined in accordance with the
terms of the Escrow/Indemnity Agreement.

      (4) The parties have agreed that the amount of accrued
interest due and owing on the Escrow Funds will be an amount
equal to interest at a rate of 2% per annum on the initial
$175,000.00 deposit from March 31, 1999 through and including the
date that such funds are released by the Title Company and turned
over to LGII.

Judge Walsh has given his stamp of approval to the Stipulation
between the parties. (Loewen Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV: Opposes People Energy's Motion to Compel Contract Assumption
-----------------------------------------------------------------
     Welded Tube and Copperweld Say: Give Them Nothing!

Debtors Welded Tube Co. of America and Copperweld Tubing Products
Company dba LTV-Copperweld Regal Rube have objected strenuously
to People Energy's Motion, saying People Energy has failed to
jusify what the Debtors call the "extraordinary and premature"
relief described in the Motion. Carl Black of the firm of Jones,
Day, Reavis & Pogue, said "It is simply far too early in these
Chapter 11 cases to require the Debtors to assume or reject any
executory contracts or unexpired leases".

Sounding again the note that The LTV Corporation is being picked
on somewhat, the Debtors said that these jointly administered
cases are the largest ever filed in this Court and are among the
largest pending in the country, yet People Energy filed its
motion at a time when the Debtors' "limited resources" are
concentrated on addressing the myriad issues that arise in the
weeks immediately following a chapter 11 filing - a substantial
task in cases of this size and complexity. For LTV and its
related debtors to undertake a review of their thousands of
executory contracts and unexpired leases at this juncture, before
even completing their transition to operations in chapter 11 or
developing a going-forward business strategy, is simply premature
and in any event is not feasible.

The Debtors told Judge Bodoh that until they are given an
opportunity to develop a business plan and a global restructuring
strategy, and to discuss these matters with the newly formed
official committee of unsecured creditors and official committee
of unsecured Noteholders, it would be improvident to force the
Debtors to bind their estates to an assumption or rejection of
their various contracts and leases. Forcing the Debtors to make
premature assumption or rejection decisions outside of the
context of global restructuring discussions necessarily will
result in a flawed decision making process to the detriment of
the Debtors and their estates. In sum, the Debtors said, they are
not prepared at this early juncture - nor should they be expected
to be prepared - to make assumption or rejection decisions that,
individually or collectively, could have a significant and
potentially adverse impact on these cases.

The Debtors also said that there is no legal or contractual basis
for providing People Energy with a right to terminate the
agreements if they are not assumed by an artificial deadline.
Second, People Energy sets out no legal or factual basis for
granting it a superpriority administrative expense claims,
thereby obtaining a priority ahead of similarly situated
creditors. Such a grant may also violate the terms of the Interim
Order. And while suggesting it is not a "utility" within the
meaning of the Bankruptcy Code, People Energy still requests a
two-month deposit under each agreement, which appears to the
Debtors to be a request for adequate assurance of future payment
under the Code's provisions for utilities. The Debtors said
People Energy is a utility and must make any request for further
adequate assurance under the Court's utilities order already
entered.

      The Unsecured Creditors' Committee Says: That's Right

The Official Committee of Unsecured Creditors joined the Debtors
in opposing the relief requested by People Energy, and agreed
that the case is still in its very early stages, the Debtors have
many contractual relationships to evaluate, and Peoples Energy
has no reason why its interests will not be fully protected by
its status as an administrative creditor for postpetition
deliveries of gas and electricity. The Committee therefore agreed
with the Debtor that it is premature to compel the Debtors to
assume or reject the agreements with Peoples Energy, and that it
should proceed under the utility motion, although the Committee
has no position on whether People Energy is or is not a
"utility".

             Key Corporate Capital Inc.'s Response

The Debtors received help from an unexpected quarter when Michael
A. Axel of KeyBank National Association, acting for KeyCorp
leasing, a division of Key Corporate Capital Inc., of Cleveland
Ohio, made a limited objection to the Peoples Energy Motion,
saying that it does not "object in principle" to Peoples' attempt
to compel the assumption or rejection of its agreements with the
Debtor, but as the holder of present and future administrative
expense claims against the Debtor under leases, KeyCorp objects
to any granting of status to Peoples Energy which would given it
priority of payment over other administrative creditors.
Administrative expenses are to be treated on a parity with
respect to payment, KeyCorp told Judge Bodoh, and Peoples
Energy's agreements with the Debtor give it no priority over
other administrative expenses in these cases. (LTV Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


MARK II IMPORTS: Asks Court to Fix April 30 Claims Bar Date
-----------------------------------------------------------
Mark II Imports, Inc. will present an order for signature in the
U. S. Bankruptcy Court, Southern District of New York, on March
9, 2001 at 12:00 PM. The debtor is seeking a general Bar Date of
April 30, 2001.


OWENS CORNING: Sells Pipe Systems Business To Arabian Company
-------------------------------------------------------------
Owens Corning (NYSE: OWC) announced the sale of nearly all of its
Engineered Pipe Systems business to Saudi Arabian Amiantit
Company, a joint stock company headquartered in Dammam, Saudi
Arabia, and listed on the Riyadh Stock Exchange. Terms of the
sale were not disclosed.

Engineered Pipe Systems manufactures and sells large-diameter
glass- reinforced plastic (GRP) pipe for the transport of water
and wastewater. Amiantit is globally active in many different
pipe technologies and is a leading manufacturer of GRP pipe and
other types of pipe used in different applications. The company
has been a business and joint venture partner with Owens Corning
since 1977.

The sale includes two legal entities in Sandefjord, Norway:

      * Flowtite Technology AS, the creator, owner, and licensor
of the fiberglass pipe technology, and which is responsible for
engineering, sales of equipment and spare parts, research and
development, and licensee support.

      * Flowtite AS, the shareholder of pipe manufacturing
interests around the world including joint ventures, affiliates
and operations in Argentina, France, Germany, Norway, Saudi
Arabia, and Spain. Also included in the sale are the shares held
by a subsidiary of EPS in a joint venture in Botswana, and a pipe
manufacturer in India.

The units were both subsidiaries of Engineered Pipe Systems Inc.,
a U.S.- based holding company that is an indirect wholly owned
subsidiary of Owens Corning.

Excluded from the sale are shares held by Owens Corning in a
joint venture in Turkey.

The transaction is subject to regulatory approval.

Owens Corning is a world leader in building materials systems and
composites systems. The company has sales of about $5 billion and
employs approximately 20,000 people worldwide. For more
information, please visit the Owens Corning or Flowtite Web sites
at http://www.owenscorning.comor http://www.Flowtite.com


PARADIGM4 INC.: Closes Shop & Files for Bankruptcy Protection
-------------------------------------------------------------
Paradigm4, Inc., a provider of wireless data network services and
solutions, announced that it will close its doors after five
years of business and innovation and a lengthy but unavailing
pursuit of additional capital from the investment community. The
company ceased operations Wednesday and filed a bankruptcy
petition. A trustee is expected to be appointed by the courts to
oversee the orderly liquidation of the company's assets.

In a letter to shareholders, the Company described the series of
adverse market developments that led to this announcement. Early
downdrafts in capital markets grounded the company's IPO in June
of last year. While a grave disappointment, the management and
employees remained strongly committed to the business plan and
vigorously sought alternative sources of capital. In July, the
Company retained a leading investment banking firm to assist in
raising new capital in private equity markets.

Over the past several months Paradigm4 negotiated substantial
investment commitments from leading wireless companies. These
commitments from strong industry participants were a resounding
validation of Paradigm4's business plan and progress to date.

However, even these were shadowed by larger developments, as
steadily worsening market conditions in December and January
crippled the Company's efforts to complete its financing. As
negative announcements from major network services companies
jolted the markets in recent weeks, the stocks of the Company's
publicly traded competitors plummeted another 50% and the
financing window closed.

As a result, notwithstanding the diligent efforts of the Board of
Directors to obtain a critical infusion of new capital to fund
the company's continued growth and operations, additional capital
was not available to Paradigm4. With its cash reserves largely
exhausted, the company was forced to cease operations.

"This is severely disappointing to all of us who have invested
time and resources in Paradigm4. For the new management and
employee group, who labored persistently for the past 18 months
to turn the company around, it is a crushing blow," said a
company spokesman. "We have expended every effort to drive the
success of Paradigm4, but current market conditions have simply
swamped the boat."


PILLOWTEX: Reduces DIP Facility & Amends Financial Covenants
------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates asked Judge Walsh
for authority to enter into a First Amendment to their Post-
Petition Credit Agreement with Bank of America, N.A. as
Administrative Agent, and the lenders party thereto.

The First Amendment reduces the Lenders' Commitments from
$150,000,000 to $125,000,000. Gregory M. Gordon, Esq., and Daniel
P. Winikka, Esq., at Jones, Day, Reavis & Pogue, related that the
Debtors borrowed only $10 million in December under the Post-
Petition Credit Agreement. That $10 million was paid back shortly
thereafter, and the Debtors have not had to borrow under the
Post-Petition Credit Agreement since that time. Moreover, the
Debtors currently have more than $40 million of cash on hand. The
Debtors simply do not need access to a total of $150 million, and
the reduction in the commitment will reduce the amount of the
Debtors' monthly unused commitment fee.

The First Amendment relaxes the asset coverage covenant:

      * from 1.5:1.0 to 1.31:1.0 through and including
        June 30, 2001; and

      * from 1.5:1.0 to 1.34:1.0 thereafter.

Specifically, the Asset Coverage Covenant provides that Pillowtex
will not permit, at any time, determined in accordance with GAAP
on a consolidated basis for the Borrowers and their Subsidiaries,
the ratio of (a) the sum of (i) the net book value of accounts
receivable, plus (ii) the net book value of inventory, plus (iii)
the book value of owned land real property, equipment, leasehold
improvements and other fixed assets, net of depreciation, plus
(iv) cash on hand, to (b) the outstanding principal amount of all
Pre-Petition Indebtedness and the Obligations, to be less than
(a) 1.31 (plus any Gain Factor plus any Blankets Factor) to 1.00
at all times on and before June __, 2001, and (b) 1.34 (plus any
Gain Factor plus any Blankets Factor) to 1.00 at all times
thereafter, measured twice monthly pursuant to the reporting
requirements set forth in Section 7.1.

For purposes of computing Asset Coverage, "Gain Factor" shall
mean, at any time, an amount equal to the result obtained by
dividing (A) any gain reported by the Parent Corporation in
connection with any sales of assets outside the ordinary course
of business, by (B) the total amount of assets actually reported
by the Parent Corporation as the numerator of the ratio described
herein. "Blankets Factor" means, at any time after the sale of
substantially all of the Blankets Division as a going concern at
or above the aggregate book value of the assets being sold, an
amount equal to the result obtained by dividing (A)$15,000,000 by
(B) the total amount of assets actually reported by the Parent
Corporation as the numerator of the ratio described herein.

The "Blankets Division" means assets used in the Borrowers'
manufacturing of woven and non-woven conventional and thermal
weave blankets and throws, including without limitation, such
assets located at or otherwise related to plants in Swannanoa and
Newton, North Carolina and Westminster and Mauldin, South
Carolina.

Pillowtex agreed to pay a $250,000 Amendment Fee to the Lenders
in consideration of the First Amendment.

The current lending syndicate consists of BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank and a Lender, THE BANK OF
NOVA SCOTIA, CREDIT LYONNAIS - NEW YORK BRANCH, BANK ONE, TEXAS,
N.A., FLEET NATIONAL BANY, (formerly known as Fleet Bank, N.A.),
FRANKLIN FLOATING RATE TRUST, GOLDMAN SACHS CREDIT PARTNERS L.P.,
ING BARING (U.S.) CAPITAL, LLC, BHF (USA) CAPITAL CORPORATION,
GENERAL ELECTRIC CAPITAL CORPORATION, GUARANTY BUSINESS CREDIT
CORPORATION, WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
successor by consolidation to Wells Fargo Bank (Texas), National
Association. (Pillowtex Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


POTLATCH: Fitch Downgrades Long-Term Debt to BBB from BBB+
----------------------------------------------------------
Fitch has downgraded the senior unsecured long-term debt of
Potlatch to `BBB' from `BBB+' and removed the company's debt
ratings from Rating Watch Negative. Fitch has also affirmed the
ratings on Potlatch's short-term debt at `F2'. This rating action
reflects debt levels that have increased during a softening
economic environment for the company's wood products' segment.

At the end of fiscal 2000, debt levels had increased to just over
$1 billion from $834 million at the end of December 1999. This
increase is attributable to a modernization program that the
company has just concluded with regard to its Wood Products and
Printing Papers business segments. Potlatch's cash flow during
fiscal 2000 was severely reduced by falling prices for lumber,
plywood and oriented strand board and unanticipated curtailments
at facilities adversely impacted by rising energy prices. Cash
flow available from operations to repay debt will probably not be
sufficient to reduce year-end indebtedness to prior year's
levels, despite the company's reduced appetite for capital
expenditures.


PRECISION AUTO: Shareholders to Gather in Virginia on March 21
--------------------------------------------------------------
The annual meeting of shareholders of Precision Auto Care, Inc.
for 2000 will be held at the company's headquarters located at
748 Miller Drive, S.E., Leesburg, Virginia on Wednesday, March
21, 2001, at 11:00 a.m., for the following purposes:

      (1) To amend the company's Articles of Incorporation to
reduce the minimum number of directors;

      (2) To amend the company's Articles of Incorporation to
reduce the term of office for each director from three years to
one year;

      (3) To elect Directors for the coming year;

      (4) To amend the Precision Auto Care, Inc. 1999 Stock Option
Plan to increase the number of shares reserved for issuance from
600,000 to 1,600,000;

      (5) To ratify the issuance of 1,700,000 shares of the
company's common stock for $750,000 to Louis M. Brown, Jr.;

      (6) To ratify the issuance of warrants for 1,000,000 shares
of the company's common stock to Arthur C. Kellar;

      (7) To ratify the issuance of warrants for 1,000,000 shares
of the company's common stock to Desarollo Integrado, S.A. de
C.V.;

      (8) To approve the issuance of an option to purchase 50,000
shares of the company's common stock to Woodley A. Allen;

      (9) To approve the issuance of an option to purchase 20,000
shares of the company's common stock to Bassam N. Ibrahim;

     (10) To approve the issuance of an option to purchase 20,000
shares of the company's common stock to Bernard H. Clineburg;

     (11) To ratify the appointment of Grant Thornton LLP as
independent auditors for the fiscal year ending June 30, 2001;
and

     (12) To transact any other business which may properly arise.

Only holders of shares of common stock of record on the books of
the company at the close of business January 23, 2001 will be
entitled to notice of and to vote at the 2000 Annual Meeting.


PSINET: Moody's Cuts Senior Unsecured Debt Rating to Ca from Caa1
-----------------------------------------------------------------
Moody's Investors Service slashed the senior unsecured debt
rating of Virginia-based PSINet, Inc. to Ca from Caa1, while the
senior implied and senior secured ratings were also downgraded to
Caa3 from B3. Accordingly, this concludes the rating review that
was initiated on November 3, 2000.

Ratings affected are as follows:

     * Senior Implied to Caa3 from B3
     * Issuer Rating to Ca from Caa1
     * Senior Secured $110 million Credit Facility to Caa3 from B3
     * 10.5% Senior Unsecured Eurobonds due 2006 to Ca from Caa1
     * 11.5% Senior Unsecured notes due 2008 to Ca from Caa1
     * 11.0% Senior Unsecured Notes due 2009 to Ca from Caa1
     * 11.0% Senior Unsecured Eurobonds due 2009 to Ca from Caa1
     * 10.5% Senior Unsecured Notes due 2006 to Ca from Caa1
     * 10.0% Senior Unsecured Notes due 2005 to Ca from Caa1
     * Preferred Stock to "C" from "Ca"

The outlook is negative, while approximately $3.6 billion of debt
securities are said to be affected.

According to Moody's, the downgrades are due to the company's
announcement that it may default under indentures for its debt
securities, unless it successfully restructures or renegotiates
some of its obligations to third parties.

PSINet reportedly stated that, as of March 2, 2001, it had
approximately $300 million of cash and liquid assets. As of
September 30, 2000, the company recorded cash and liquid assets
of approximately $800 million and net property plant and
equipment of $2.3 billion to support borrowings of $3.6 billion.
Q4 2000 financial results have not yet been released, Mood'ys
relates.

The rating agency thinks it's doubtful that the company's asset
base would fully satisfy the claims of all debt-holders in a
liquidation scenario. The negative outlook reflects its
continuing concern that PSINet lacks sufficient liquidity to
fulfill its capital needs in the intermediate term, Moody's says.


RBX CORP: Disclosure Statement Hearing Scheduled on April 4
-----------------------------------------------------------
The hearing to consider approval of the adequacy of the
Disclosure Statement of RBX Group, Inc. and its subsidiaries will
commence on April 4, 2001 at 11:30 AM before the Honorable
William F. Stone, Jr. US Bankruptcy Court, Western District of
Virginia, Roanoke Division. All objections must be filed with the
court so as to be received by no later than March 27, 2001 at
4:00 PM.

Counsel for the debtors are Hunton & William and Pachulski,
Stang, Ziehl, Young & Jones PC. Counsel for the 12% Indenture
Trustee is Palmer & Dodge LLP, One Beacon Street, Boston, MA

Counsel for Informal Committee of 12% Noteholders is Akin, Gump,
Strauss, Hauer & Feld LLP, New York, NY.


RITE AID: Sells AdvancePCS Shares & Plans to Cut Debt by $726.4MM
-----------------------------------------------------------------
Rite Aid Corporation (NYSE, PSE: RAD) announced that it will
reduce debt by approximately $726.4 million with proceeds from
the sale of approximately 5.4 million shares of AdvancePCS common
stock, the repayment by AdvancePCS of senior subordinated notes
and the exchange of approximately $279.3 million of debt for
common stock in exchange offers which expired Tuesday.

The company said that this reduction of debt, after allowing for
the elimination of interest Rite Aid would have received from the
AdvancePCS' senior subordinated notes, will reduce net annual
cash interest payments by approximately $31.3 million.

Rite Aid said it would net approximately $247.1 million from the
sale on March 14, 2001, of AdvancePCS common stock and that it
received $200 million plus accrued interest on March 13, 2001,
from AdvancePCS' repayment of the senior subordinated notes.

Both the stock and notes were received as part of the
consideration for the sale of Rite Aid's PCS Health Systems, Inc.
subsidiary to Advance Paradigm, now called AdvancePCS, in October
2000. The sale of the stock and the repayment of the notes bring
the total value of the consideration Rite Aid received for PCS to
approximately $1.5 billion.

The company said that it could additionally receive up to
approximately $37 million, which would be used to further reduce
debt, if the underwriters exercise in full their over allotment
option to purchase an additional 815,117 shares of stock from
Rite Aid in the AdvancePCS' secondary public offering.

Rite Aid also announced that pursuant to its previously announced
exchange offers, it has accepted for exchange approximately
$201.4 million principal amount, or 56.4% of the total amount
outstanding, of its currently outstanding 5.25% Convertible
Subordinated Notes due 2002, and approximately $77.9 million
principal amount, or 41.5% of the total amount outstanding, of
its currently outstanding 6.0% Dealer Remarketable Securities due
2003.

In exchange for the Convertible Subordinated Notes, Rite Aid will
issue a total of 29,204,160 shares of its common stock and in
exchange for the Dealer Remarketable Securities, Rite Aid will
issue a total of 12,072,175 shares of its common stock.

Rite Aid will also pay accrued and unpaid interest on the
exchanged securities in cash in the total amount of approximately
$7.4 million.

"We are extremely pleased with the results of these transactions,
which mark yet another positive step in Rite Aid's turnaround
plan," said Bob Miller, Rite Aid chairman and chief executive
officer. "With this reduction, other debt for equity exchanges
and the pay down of debt we made with cash proceeds received in
the PCS sale, we have reduced Rite Aid's debt by more than $1.9
billion since last June."

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $14 billion and
approximately 3,700 stores in 30 states and the District of
Columbia.


SAFETY-KLEEN: Lenders Move to Compel PwC to Produce Documents
-------------------------------------------------------------
Toronto Dominion (Texas), Inc., on behalf of itself and as
administrative agent for Safety-Kleen Corp.'s Secured Creditors,
filed a motion requesting PricewaterhouseCoopers to produce
documents and appear for examination. PwC filed an objection to
the Secured Creditors' Motion, while at the same time producing
documents to the Official Committee of Unsecured Creditors.
Toronto and PwC have agreed that the Secured Creditors should
have access to the same documents being produced to the Official
Committee of Unsecured Creditors.

John H. Knight with Richards, Layton & Finger, P.A., in Delaware,
representing the Secured Creditors and Ricardo Palacio of the
firm of Morris, James, Hitchens & Williams LLP in Delaware,
acting for PwC, submit for Judge Peter J. Walsh's review and
approval an agreement and stipulation that:

      (1) The Secured Creditors are entitled to copy and view all
documents that have been produced to the Official Committee of
Unsecured Creditors without the need for further stipulation or
order by the Bankruptcy Court.

      (2) The Secured Creditors reserve the right to compel the
production of further documents from PwC pursuant to the Toronto
Dominion Motion and/or any other motion filed making any further
request.

      (3) Nothing in the Stipulation shall constitute a waiver of
PwC's right to object to the Secured Creditors' document requests
in the Toronto Dominion motion or any additional motion filed by
the Secured Creditors.

      (4) PwC and the Secured Creditors will fix an appropriate
objection deadline schedule in the event that PwC determines that
it is necessary to file an objection to the Secured Creditors'
specific document requests in the Toronto Dominion motion.

      (5) The Secured Creditors and PwC reserve all of their
rights with respect to the Toronto Dominion Motion including the
Secured Creditors' right to compel and PwC's right to object to
the appearance for oral examination of witness. (Safety-Kleen
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SANTA FE GAMING: Completes Acquisition of Investment Properties
---------------------------------------------------------------
Santa Fe Hotel Inc., a wholly-owned subsidiary of Santa Fe Gaming
Corporation, completed on March 2, 2001 the acquisition of
investment properties in Dorchester, Massachusetts and
Gaithersburg, Maryland for an aggregate purchase price of $145.0
million plus expenses, consisting of $12.6 million in cash and
$132.4 million of non-recourse indebtedness. The acquisitions are
intended to qualify as like-kind exchanges of real property under
Section 1031 of the Internal Revenue Code and defer a portion of
the federal corporate income tax on the sale of substantially all
the assets of Santa Fe Hotel Inc. in October 2000.


SUN HEALTHCARE: U.S. Trustee Names Kevin Pendergest as Examiner
---------------------------------------------------------------
Pursuant to the Court's order, the United States Trustee is
directed to appoint an examiner after consultation with counsel
for (a) Sun Healthcare Group, Inc., (b) Peter C. Kern, (c) the
Official Committee of Unsecured Creditors, and (d) the agent for
the senior bank lenders.

UST'S Application For Appointment Of Kevin Pendergest As Examiner

At the Court's direction, the UST appointed Mr. Kevin W.
Pendergest as the Examiner and sought and obtained the Court's
approval for the appointment.

Patricia A. Staiano, the United States Trustee, affirmed that, as
set forth in Mr. Pendergest's Statement, Mr. Pendergest has no
connections with the debtors, creditors, any other parties in
interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the Office of the UST.

Subsequent to the United States Trustee's appointment of Kevin W.
Pendergest as the Examiner, the Court held a hearing to consider
the scope of the investigation to be held by the Examiner. Having
entertained the interests of different parties, the Court issued
an order directing that the Examiner is to review the revenue
projections and reports prepared by the professionals for the
Debtor, Committee and bank lenders, if any, and to provide a
preliminary report to the Court on whether any additional
analysis is recommended and the projected cost of any such
analysis.

The Court also ordered that the Examiner shall prepare a plan for
the scope and estimated cost of the investigation and analysis of
the extent and means by which Sun Healthcare, the Debtors, can
cut expenses in each of their business divisions without
endangering the health and safety of any of their patients or
risking the violation of any legal or regulatory requirements
applicable to the Debtors.

The Court further ordered that the preliminary reports shall be
submitted by the Examiner under seal to the Court by March 26,
2001, at 4:00 p.m., with a copy to counsel for the Debtors, the
Creditors' Committee, the bank group, the United States Trustee
and Peter C. Kern, who shall keep that report confidential.

The Court will hold a hearing on March 30, 2001, at 3:00 p.m. to
consider the scope of the Examiner's further investigation. (Sun
Healthcare Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SUNTERRA: Talking to Greenwich about Securing $210MM DIP Loan
-------------------------------------------------------------
On February 27, 2001, Sunterra Corporation filed a motion with
the United States Bankruptcy Court for the District of Maryland
seeking an order that would allow it to agree to pay certain fees
and expenses to Greenwich Capital Financial Products, Inc. in
connection with a proposed debtor-in-possession financing
facility with Greenwich and establishing certain procedures for
approval of the facility by the Bankruptcy Court.

The company is in negotiations with Greenwich, which is a
subsidiary of Royal Bank of Scotland, for a financing facility of
up to $210 million which, if provided, would allow the company to
refinance its existing debtor-in-possession facility and under
certain circumstances to refinance some of its pre-petition debt
obligations and would otherwise enhance the company's capital
position. Sunterra and Greenwich have negotiated a term sheet for
the proposed facility, but Sunterra does not have a commitment
therefor and there can be no assurance that an agreement will be
entered into or that the contemplated financing will be
consummated.


TELETRAC INC.: Merges With Trafficmaster Subsidiary
---------------------------------------------------
On February 23, 2001, Teletrac, Inc., Trafficmaster plc, TT
Merger Sub, Inc. and Steven D. Scheiwe, as Stockholder
Representative, entered into an Agreement and Plan of Merger
pertaining to the proposed acquisition of the company by
Trafficmaster through the merger of TT Merger Sub, a
wholly-owned subsidiary of Trafficmaster, with and into the
company.

The merger and the Merger Agreement have been approved by the
company's Board of Directors and by the written consent of the
holders of a majority of the company's common stock.

In connection with the merger, the holders of record as of
February 14, 2001 of an aggregate of approximately $12,625,000 of
the company's 9% Notes Due 2004 - (a) consented to the merger and
(b) waived (i) any rights such holder of Notes may have under
Section 4.14 of the Indenture, dated September 29, 1999 between
the company and HSBC Bank USA, as Trustee governing the terms of
the Notes, including the right to receive notice of a Change of
Control and to require the company to repurchase the Notes held
by such holder or any of them, including any Notes such holder
may acquire in the future, in connection with the merger; (ii)
any events of noncompliance or default under the Indenture that
would occur as a result of the company's failure to satisfy the
covenants set forth in Section 4.14 of the Indenture in
connection with the merger; and (iii) any events of noncompliance
or default under the Indenture that would occur as a result of
the company's failure to satisfy the conditions set forth in
Section 5.01(iv) of the Indenture in connection with the merger.

Such holders also consented to and approved the adoption of a
supplemental indenture by the Indenture Trustee amending certain
provisions of the Indenture that would: (a) allow the company to
repay loans that may be made to it by Trafficmaster, even if such
loans are expressly subordinated to the Notes; (b) remove the
requirement that the company obtain an opinion as to the fairness
to the company of Affiliate Transactions involving aggregate
consideration exceeding $5 million; and (c) expand the business
activities in which the company can engage to include, in
addition to the activities listed in Section 4.17 of the
Indenture, other telematic services.

For the full text of the Agreement and Plan of Merger, and the
Supplemental Indenture, access http://www.sec.gov/cgi-bin/srch-
edgar?0000895345-01-000123 on the Internet, free of charge.


UNITED AUTO: Stockholders Elect Roger Penske as New Director
------------------------------------------------------------
International Motor Cars Group I, L.L.C. owns 11,126,063 shares
of the common stock of United Auto Group Inc. with sole voting
and dispositive powers, while International Motor Cars Group II,
L.L.C. owns 3,143,004 shares with sole voting and dispositive
powers.

Penske Capital Partners, L.L.C. owns 14,269,067 shares of the
company's common stock with sole voting and dispositive powers.

James A. Hislop shares voting and dispositive powers over
14,269,067 such shares and Roger S. Penske has sole powers over
418,333 shares of the common stock and shared powers over
22,311,282 shares. The Penske Corporation owns 8,042,215 shares
with sole voting and dispositive powers. Each of the above, in
the aggregate, owns 22,729,615 shares of common stock,
representing 59.8% of the outstanding common stock of United Auto
Group Inc.

As stated, as of March 1, 2001, assuming the conversion into
Voting Common Stock of the Series A Preferred Stock and Series B
Preferred Stock and the exercise of the Warrants into Voting
Common Stock, IMCG I has the sole power to direct the vote and
disposition of 11,126,063 shares of Voting Common Stock, and IMCG
II has the sole power to direct the vote and disposition of
3,143,004 shares of Voting Common Stock, in each case subject to
certain restrictions contained in the Amended and Restated
Stockholders Agreement. Penske Corporation has the sole power to
direct the vote and disposition of 8,042,215 shares of Voting
Common Stock. Roger S. Penske has the sole power to direct the
vote and disposition of 10,000 shares of Voting Common Stock,
and, upon the exercise of the Second Closing Options and the
exercise of a portion of an option (the portion covering 8,333
shares of Voting Common Stock) previously granted to Roger S.
Penske, a portion vested on January 14, 2001, Roger S. Penske
will have the sole power to direct the vote and disposition of an
aggregate of 418,333 shares of Voting Common Stock.

On February 28, 2001, Mitsui purchased from United Auto Group
Inc. 1,302,326 shares of Voting Common Stock at a cash price of
$10.75 per share under a Purchase Agreement, dated of January 31,
2001, between Mitsui and the company.

In connection with the Mitsui Stock Purchase Agreement, the
Amended and Restated Stockholders Agreement dated February 28,
2001 between Mitsui, AIF, Aeneas, the entities and persons stated
above and the company was executed.

Under the Amended and Restated Stockholders Agreement, Mitsui,
AIF, Aeneas and each of the above purchasers agreed to vote its
shares of Voting Common Stock to elect to the Board of Directors
(a) Roger Penske, (b) four individuals designated by the
purchasers, (c) one individual designated by Mitsui and (d) three
independent directors.

In the Mitsui Side Letter, for so long as Mitsui owns at least
2.5% of the Voting Common Stock, the company has agreed to
appoint a nominee selected by Mitsui to a senior executive
position of the company.


UNITED DOMINION: Fitch Digs into SPX Acquisition Details
--------------------------------------------------------
Fitch has revised its rating on United Dominion Industries
Limited's (NYSE:UDI) senior notes to Rating Watch Negative from
Rating Watch Evolving. The rating action follows the company's
announcement that it has entered into a definitive agreement to
be acquired by SPX Corporation (NYSE:SPW) in an all-stock
transaction valued at $954 million plus the assumption or
refinancing of $876 million in UDI debt.

The rating had been placed on Rating Watch Evolving on March 5,
2001, following UDI's announcement that it was in discussions of
a possible acquisition of the company. Fitch currently rates the
senior notes `BBB'. The rating action affects approximately $225
million in debt securities.

While the acquisition of UDI should provide a good strategic fit
for SPW by strengthening market share, broadening its portfolio
of companies and realizing synergies through cost reductions and
operational efficiencies, the company will be somewhat more
levered than UDI and its capital structure contains significant
amounts of secured bank debt. Pro forma for the acquisition at
Dec. 31, 2000, debt will increase to around $2.2 billion, a
multiple of 2.7 times (x) pro forma EBITDA compared with 2.9x for
UDI on a stand alone basis. While this credit statistic
represents somewhat of an improvement, Fitch's existing rating
anticipates meaningful improvement to credit statistics, which is
presently unknown given that Fitch believes SPW may maintain more
aggressive financial policies than UDI. In addition, debt to
capital will increase to approximately 59% compared with 49% for
UDI. Further, with combined pro forma EBITDA of more than $800
million (excluding potential synergies), pro forma interest
coverage will decline from around 5.7x for UDI to 5.3x.

Consequently, holders of UDI's debt will be potentially exposed
to a weaker credit quality. However, Fitch expects SPW to
refinance a majority of UDI's debt, including the rated notes,
through a $780 million secured credit facility and cash on hand,
which will result in a balance sheet that contains approximately
$1.6 billion of secured bank debt.

Fitch expects to resolve the Rating Watch status based on the
company's ultimate capital structure, potential synergies and
asset divestitures, as well as the company's financial policies
following completion of the transaction, which is expected to
occur in the second quarter of 2001 subject to approval by the
company's shareholders and antitrust clearance.


URANIUM RESOURCES: Solicits Shareholder Approval to Issue Stock
---------------------------------------------------------------
Uranium Resources, Inc., a Delaware corporation, is soliciting
the consent of its stockholders to the following actions:

(1) To approve an amendment to the company's Restated Certificate
     of Incorporation to increase the number of authorized shares
     of the company's common stock, par value $0.001 per share,
     from the current 35,000,000 shares to 100,000,000 shares; and

(2) To approve an amendment to the company's 1995 Stock Incentive
     Plan to increase the number of shares of the company's common
     stock, $0.001 par value per share, eligible for issuance
     under the Plan from 1,250,000 shares to 4,000,000 shares.

Only stockholders of record at the close of business on February
27, 2001, are entitled to notice of and to receive the form of
consent.


*BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
----------------------------------------------------------
Author:  Warren E. Agin
Publisher:  Bowne Publishing Co.
List price:  $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20
over the last 12 months!  Microstrategy Inc. has roller-coasted
from a high of 333 to a low of 7 over the same period!  Just when
the IPO boom is imploding and high-technology companies are
running out of cash, Warren Agin comes out with a guide to the
legal issues of the cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks."  The word "Internet" showed up that year as well, as
"an electronic communications network that connects computer
networks and organizational computer facilities around the
world."   Cyberspace has been leading a kaleidoscopic parade ever
since, with the legal profession striding smartly in rhythm.

There is no definition for the word "cyberassets" in the current
Merriam-Webster.  Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in
meticulous detail how to address them, not only for troubled
technology companies, but for all companies with websites and
domain names.

Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses.  There are four types
of assets embodied in a website: content, hardware, the Internet
connection, and software.  The website's content is its
fundamental asset and may include databases, text, pictures, and
video and sound clips.  The value of a website depends largely on
the traffic it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet.  Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price!  Compaq Computer Corp.
paid Alta Vista Technology Inc. more than $3 million for
"Altavista.com" when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets
as secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy
estates with cyberassets; selling bankruptcy estate assets over
the Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes.

The chapters on secured lending detail technology escrow
agreements for cyberassets; obtaining and perfecting security
interests for cyberassets; enforcing rights against collateral
for cyberassets; and bankruptcy concerns for the secured lender
with regard to cyberassets.

The book concludes with chapters on Y2K and bankruptcy;
revisions in the Uniform Commercial Code in the electronic age;
and a compendium of bankruptcy and secured lending resources on
the Internet.  The appendix consists of a comprehensive set of
forms for cyberspace-related bankruptcy issues and cyberasset
lending transactions. The forms include bankruptcy orders
authorizing a domain name sale; forms for electronic filing of
documents; bankruptcy motions related to domain names; and
security agreements for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.

                            *********

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

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

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

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

                           *********

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

Troubled Company Reporter is a daily newsletter co-published by
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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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