TCR_Public/010410.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 10, 2001, Vol. 5, No. 70

                            Headlines


ARMSTRONG WORLD: Hires Garvey Schubert As Tax Counsel
AVTEAM, INC.: Shares Knocked Off Nasdaq List
BLUE ZONE: Negative Cash Flow, Losses Raise Going Concern Doubts
BORDEN CHEMICALS: Fleet Capital Extends $100 Million DIP Loan
BRIDGE INFORMATION: Syndicates Financial Data Via ScreamingMedia

CHANDLER USA: Standard & Poor's Lowers Credit Ratings To BB
COMDISCO INC.: Fitch Slashes Senior Debt Rating To B
CONVERGENT COMM.: Nasdaq To Delist Shares On April 17
CROWN CRAFTS: Lenders Agree To Extend Maturity Date Of Loans
DUALSTAR: Intends to Appeal Nasdaq's Move To Delist Shares

EQUITEX INC.: Asks For More Time To File Annual Report
FINOVA: Agrees With ABN AMRO To Limit Finova Capital Transfers
FRESH AMERICA: Seeks Waiver Of Senior Credit Facility Defaults
FRIEDE GOLDMAN: Secures $100 Million Loan From Pegasus Partners
FUTUREONE INC.: Files Chapter 11 Petition in Colorado

GENESIS HEALTH: Court Okays UBS Warburg's Employment
GLOBAL HEALTH: Inks Asset Sale Agreement With NBTY, Inc.
HARNISCHFEGER: U.S. Lodges Settlement Agreement re EPA Claim
ICG COMMUNICATIONS: Rejects Equipment Leases With Comdisco Inc.
IDOLLS CORP.: Shuts Down & Advertises Going-Out-Of-Business Sale

IMPERIAL SUGAR: Equity Committee Retains Bifferato As Counsel
INTEGRATED HEALTH: Rejecting LTC/Symphony Lease With McDonald
LERNOUT & HAUSPIE: KMPG Files Lawsuit Alleging Audit Obstruction
LOEWEN: Teamsters Objects To Participating in ADR Procedures
LONDON FOG: Court Confirms Chapter 11 Plan of Reorganization

MICROAGE: Plans to Sell Pinacor CTI Through Competitive Bidding
ORBITAL SCIENCES: Delays Filing of Form 10-K With SEC
PACIFIC GAS: Honoring Wage And Salary Obligations
PACIFIC GAS: Insurer MBIA Closely Monitoring Bankruptcy Case
PACIFIC GAS: Fitch's Ratings On Securities Dive To D Levels

PG&E NATIONAL: S&P Affirms BBB Corporate Credit Rating
POLAROID CORP.: Fitch Cuts Senior Unsecured Debt Rating To B-
SERVICE MERCHANDISE: Court Okays Procedures re Avoidance Actions
SOURCE MEDIA: Posts 19.8 Million Net Loss For the Year 2000
STAMPEDE WORLDWIDE: Files For Chapter 11 Bankruptcy Protection

SUMMIT CBO: Moody's Places Four Classes Of Notes On Watch
SUNTERRA: Court Gives Nod On $160MM Loan From Greenwich Capital
TATHAM OFFSHORE: PwC Resigns As Independent Accountants
TRANS WORLD: Reaches Key Agreement On Contract Waiver With Union
URSUS TELECOM: Files for Chapter 11 Bankruptcy Protection

WHEELING-PITTSBURGH: Cuts 50 Jobs To Reduce Costs
WORLD ACCESS: Noteholders Agree to Stay Involuntary Petition

                            *********

ARMSTRONG WORLD: Hires Garvey Schubert As Tax Counsel
-----------------------------------------------------
Walter Gangl, an authorized officer of Armstrong World
Industries, on behalf of the Debtors, asks Judge Joseph Farnan
to authorize the employment of Garvey, Schubert & Barer as their
special state and local property tax litigation counsel.

The Debtors have employed Garvey Schubert as their counsel to
handle state and local property tax litigation matters since May
14, 1997. As special property tax litigation counsel, Garvey
Schubert has provided the Debtors with these services:

      (a) General representation in the limited area of state and
          local property tax appeal matters;

      (b) Proceedings to obtain reductions in the assessment of
          the real and personal property of the Debtors resulting
          in substantial tax refunds or tax savings to the
          Debtors;

      (c) Appeals of property tax assessments of real and
          personal property of the Debtors in the states of
          Oregon, Florida, and Mississippi; and

      (d) Advice to the Debtors regarding the annual reporting of
          real and personal property tax assessments before local
          administrative boards, state tribunals, and in state
          courts.

Garvey Schubert expects to continue to provide these types of
services during the pendency of these cases. The Debtors urged
Judge Farnan to approve the continued employment of Garvey
Schubert as their legal counsel to perform tax legal services
that are required to effectively and efficiently operate their
business while their Chapter 11 cases are pending. The Debtors
believe that the continued employment of Garvey Schubert is in
the best interest of the Debtors, their creditors, and all
parties-in-interest. During the four years in which Garvey
Schubert has provided legal services to the Debtors, Garvey
Schubert has become thoroughly familiar with the Debtors'
properties, plant operations, and state and local property tax
issues.

One year prior to the Petition Date, Garvey Schubert and the
Debtors entered into a Contingent Fee Arrangement. Due to this
contingent agreement, the Debtors have not paid Garvey Schubert
any monies in the year prior to the Petition Date. Before the
Contingent Fee Arrangement was in effect between the parties,
the Debtors paid Garvey Schubert the aggregate sum of
approximately $61,330.00 in the ordinary course of their
business for its legal services. In addition, the Debtors have
accumulated approximately $26,903.31 in unpaid pre-petition fees
and Garvey Schubert has devoted approximately $6,000.00 in time
to matters which are being handled on a contingent fee basis.

If Garvey Schubert's employment is approved by the Court, the
firm's compensation for legal and consulting services will be
based upon fixed contingent fee arrangements and will be
computed at the contingent fee rates customarily charged by
Garvey Schubert for such services. Due to the nature of a
contingent fee arrangement, Garvey Schubert has not presented
the Debtors with billings for services that Garvey Schubert has
provided to the Debtors under negotiated, fixed, contingent fee
arrangements, described only as customarily charged by Garvey
Schubert, prior to the commencement of these cases. Garvey
Schubert expects to continue to provide those same services on a
contingent fee basis during the pendency of these cases.

Considering the nature of those legal services and the manner in
which Garvey Schubert has historically billed the Debtors on
those assignments, the Debtors and Garvey Schubert asked Judge
Farnan to excuse Garvey Schubert from the interim compensation
procedures established for professionals in these cases. The
firm told Judge Farnan that this request is justified under the
Bankruptcy Code, which allows a debtor in possession to employ a
professional on a contingent fee basis.

David Canary, a partner in the firm Garvey, Schubert & Barer,
assured Judge Farnan that the firm is a disinterested person
within the meaning of the Code. Additionally, Canary said that
the firm has no connection with persons or entities that
represented, is representing or may in the future represent
claimants or parties-in-interest in these cases, except that:

      (i) As part of its practice, Garvey Schubert appears in
transactions and proceedings involving many different attorneys,
accountants, and investment bankers, in which it has
represented, is representing or may in the future represent
claimants and parties-in-interest in such cases. Canary assured
the Court that Garvey Schubert has not and will not represent
any such entities in relation to the Debtors and these cases.
The firm does not have any relationship with such entities which
would be adverse to the Debtors or their estates.

     (ii) As to matters totally unrelated to the Debtors, Garvey
Schubert has represented, currently represents, and may in the
future represent these entities which have interests in
Armstrong's estates:

               DuPont Company
               Eastman Kodak Company
               Georgia-Pacific Corporation

Garvey Schubert assures the Court that the firm has not
represented and will not represent any of the foregoing or any
of their respective affiliates in relation to the Debtors or
these cases. (Armstrong Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AVTEAM, INC.: Shares Knocked Off Nasdaq List
--------------------------------------------
AVTEAM, Inc. (Nasdaq: AVTMQ), a global supplier of aftermarket
aircraft engines, engine parts, airframe components, and engine
repair and overhaul services to the aviation industry, announced
that it was delisted from the NASDAQ Stock Market on April 5,
2001.

In a recent correspondence, NASDAQ cited the fact that the
Company could not currently evidence compliance with all
requirements for continued listing on the Nasdaq National Market
and expressed concern that the Company would not be able to
sustain compliance with those requirements over the long term.

Subject to the approval of the bankruptcy court, the Company
intends to pursue a strategic partner for AVTEAM Engine Repair
Corp. and in the interim operates as a debtor-in-possession.


BLUE ZONE: Negative Cash Flow, Losses Raise Going Concern Doubts
----------------------------------------------------------------
Blue Zone has used in-depth knowledge acquired from working
closely with broadcasting companies to develop proprietary
technology for use in media applications. The Company's
experience with live news delivery, including the large variety
of filming, graphics and editing equipment for audio and video
production, combined with understanding of the specific
communication standards that exist inside a newsroom between
equipment and employees, has provided Blue Zone with the
opportunity to develop software to service the unique needs of
the broadcast community. The business has historically been
focused on providing Website design and content services and
interactive consulting to a range of Canadian-based media and
broadcasting companies. This focus is now expanding to include
convergence technology targeted at the North American broadcast
and media companies.

The Company has incurred losses in each of the last three fiscal
years, and as of December 31, 2000, had an accumulated deficit
of $5,739,000. The net loss was $3,884,000 in fiscal 2000 and
$1,422,000 in fiscal 1999. Blue Zone continues to incur losses
as a result of the focus on executing the Company's business
plan, which is built around marketing of the MediaBZ product
line to a broad range of television and radio media companies
throughout North America.

Blue Zone's business plan may take several years to be
successful, and success is not assured. Over the last two years,
general and administrative expenses and research and development
expense have increased in accordance with the plan to support
this effort, which included leasing new office space in 1999 and
increasing employee numbers to 46 during the year ended December
31, 2000. The Company's capital budget has also increased to
provide the infrastructure requirements for success of the
business plan.

In the short term, the Company will continue to work towards
controlling discretionary costs, while still supporting growth
of the business. The Company intends to establish a presence in
Los Angeles during the first quarter of fiscal 2001 to provide
better access to the important US market for Blue Zone's sales.
There can be no assurances that these efforts will be
successful.

Product and service revenue increased to $1,169,000 for the year
ended December 31, 2000, an increase of 32% over revenue of
$883,000 for the year ended December 31, 1999, however, as noted
above, the Company incurred net losses of $3,843,767 in fiscal
2000, $1,422,331 in fiscal 1999, and in fiscal 1998 Company net
losses were $28,457.

The Company does not have an adequate source of reliable, long-
term revenue to fund operations. As a result, Blue Zone is
reliant on outside sources of capital funding. There can be no
assurances that the Company will in the future achieve a
consistent and reliable revenue stream adequate to support
continued operations. In addition, there are no assurances that
the Company will be able to secure adequate sources of new
capital funding, whether it be in the form of share capital,
debt, or other financing sources. The Company currently has one
customer that accounts for approximately 89% of the revenue
recorded for the year ended December 31, 2000.

Blue Zone had cash and cash equivalents of $1,845,000 and
working capital of $1,694,000 at December 31, 2000. This
compares to cash and cash equivalents of $4,098,000 and working
capital of $3,764,000 at December 31, 1999. The balances were
higher at the 1999 year end because of proceeds from a
$5,250,000 private placement in October 1999, compared to a
private placement of $2,500,000 in December 2000. This, combined
with a higher cash utilization rate in 2000, contributed to an
erosion of working capital. Surplus cash is invested in high
grade corporate securities and guaranteed investment
certificates with terms to maturity of less than three months.

KPMG LLP, auditors for Blue Zone, have issued a "going concern"
statement in their Auditor's Report as they cite the losses
suffered and the negative cash flows from operations. These
factors, according to the auditors, "raise substantial doubt
about its (the Company's) ability to continue as a going
concern."


BORDEN CHEMICALS: Fleet Capital Extends $100 Million DIP Loan
-------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership
(BCP) received approval from the United States Bankruptcy Court
for the District of Delaware of various first-day motions
presented by BCP with its Chapter 11 filing April 3, 2001,
allowing BCP to continue to pay salaries, wages, and other
benefits to employees and to honor prepetition obligations to
employees.

First-day orders were requested of the court so that BCP, a
producer of polyvinyl chloride (PVC) resins, could continue
operations with as little disruption and loss of productivity as
possible and maintain the confidence and support of customers,
employees, suppliers and service providers. The company also
sought to obtain postpetition financing and establish procedures
for an orderly administration of the chapter 11 proceedings.

The court has entered an interim order granting the company's
request of a $100 million debtor-in-possession (DIP) credit
facility, which will provide up to approximately $20 million of
new availability, to be provided by a group of lenders led by
Fleet Capital Corporation. Subject to certain terms and
conditions, BCP anticipates that the DIP financing would be used
for employee compensation, materials and services from vendors,
ongoing operations and other working-capital needs. The court
has scheduled a hearing on April 18, 2001, for final approval of
the request.

"With interim financing in place, vendors, customers and
employees should feel confident about doing business with BCP.
We remain a focused PVC player in a market that we believe will
recover and have long-term growth prospects," said Mark J.
Schneider, president and chief executive officer, BCP
Management, Inc. (BCPM), the general partner of BCP.
BCP and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on April 3, 2001.

BCPM and Borden Chemicals and Plastics Limited Partnership
(BCPLP), the limited partner of BCP, were not included in the
April 3 Chapter 11 filings. (Two other separate and distinct
entities, Borden, Inc., and its subsidiary, Borden Chemical,
Inc., are not related to the filings.)

BCP produces PVC resins at its facilities in Geismar, La., also
the site of its headquarters. BCP has additional PVC operations
in Addis, La., and Illiopolis, Ill.


BRIDGE INFORMATION: Syndicates Financial Data Via ScreamingMedia
----------------------------------------------------------------
Bridge Information Systems, Inc. (BRIDGE(R)), one of the world's
leading providers of financial information services, had an
agreement with ScreamingMedia, the world's leading provider of
content solutions, to syndicate its real-time 24-hour financial
news and proprietary content. ScreamingMedia's network will have
access to BridgeNews content including its NOW modules, a
recently launched family of news solutions developed by
BridgeNews.

"We believe BridgeNews' reliable content will immediately
find a loyal audience among ScreamingMedia's best-of-breed
clients ranging from Fortune 500 companies to portals, websites
and wireless networks," said Angus Robertson, Executive Vice
President, BridgeNews. "ScreamingMedia's clients will have the
added benefit of selecting BridgeNews NOW modules, integrating
BridgeNews seamlessly into their web and wireless platforms."

"We are pleased to add BRIDGE to the over 3,000 publications
in our network," said Kevin Clark, CEO of ScreamingMedia. "By
partnering with BridgeNews, our clients will have access to a
premier source of breaking news, analysis, statistics,
forecasts, calendars and summaries."

BridgeNews NOW draws on one of the hallmarks of BridgeNews --
constantly updated front pages used by market professionals to
gain instant insight into the latest in economic, political,
market and company events. The NOW modules are in the form of
self-contained real-time newspapers that present an experience
similar to scanning a specific section of the newspaper. The
modules offer flexible presentation including prioritized news
headlines with abstracts offering hyperlinks to full stories; a
prioritized listing of headlines with links to full stories; or
a chronological order display of the latest items in each NOW
module.

BridgeNews, the news gathering arm of BRIDGE, generates over
8,000 news items each day with its editorial staff of 600 in
more than 100 locations around the world. BridgeNews delivers
real-time, 24-hour coverage of the world's markets including
breaking news, analysis, statistics, forecasts, calendars and
summaries.

                    About ScreamingMedia

ScreamingMedia Inc. (Nasdaq: SCRM) is the world's leading
provider of content solutions. Powered by its state-of-the-art
technology platform, ScreamingMedia offers its clients robust
technology and content services to meet all their business
needs.

For enterprises and media companies with their own content
resources, ScreamingMedia Technology Services licenses the
company's core infrastructure platform and tools, enabling B2B
customers to power the aggregation, syndication, processing and
integration of content across their own web and wireless
networks. Through its Content Services, ScreamingMedia
aggregates licensed content -- news, features, photos, video,
stock quotes, audio, weather reports and more -- from more than
3,000 publications, then filters, delivers and precisely
integrates this content instantaneously into the web and
wireless platforms of its clients, including Fortune 500
corporations, portals, vortals, niche websites and wireless
networks. Serving the United States, Europe and Latin America,
ScreamingMedia is headquartered in New York City and has offices
in San Francisco, Miami, London, Paris and Syndey, Australia
through an exclusive agreement with BecomeMedia. For more
information, visit ScreamingMedia's website at
http://www.screamingmedia.com.(Bridge Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CHANDLER USA: Standard & Poor's Lowers Credit Ratings To BB
-----------------------------------------------------------
Standard & Poor's lowered its issuer credit and senior unsecured
debt ratings on Chandler USA Inc. to double-'B' from triple-'B'.

At the same time, Standard & Poor's lowered its counterparty
credit and financial strength ratings on National American
Insurance Co. (NAICO), which is Chandler USA's subsidiary, to
triple-'B' from single-'A'.

These rating actions are in response to the group's increased
debt and operating leverage; reduced financial flexibility,
which stems from the recent privatization that put control of
the group into the hands of the CEO (80% share) and COO (20%
share); and uncertainties involving future business strategies,
with a reduction in new business production and agents with
plans to cut growth outside the group's core states of Oklahoma
and Texas.

In addition, Standard & Poor's believes the group's capital will
be strained to service debt obligations. Offsetting these
weaknesses, the group has a good business position in the
traditional small commercial and political subdivision
property/casualty market in Oklahoma and, to a lesser extent, in
Texas. The company continuously re-underwrites its book of
business, pruning unprofitable accounts and classes of business.

Within the company's chosen markets in Oklahoma and Texas, NAICO
has a good, defensible business position. On this underlying
core block of business, NAICO has been successful in deriving
good profitability and leveraging relationships with its key
reinsurers. Earnings volatility results from the company's
opportunistic philosophy and the large dependence on reinsurance
to smooth earnings results.

Major Rating Factors:

      -- Increased leverage. Debt and operating leverage
increased to accomplish the recent privatization. Increased
operating leverage caused the company to be more selective on
its new business production plans in states outside the
company's home state of Oklahoma (47% of direct premiums written
in 2000) and Texas (42%). Overall debt to total capital
increased to about 36% at the close of the deal that privatized
the company in March 2001, and debt to equity will be about 56%.

      -- Deteriorating capital and financial flexibility.
Volatility in earnings from a series of one-time events in 1999
and 2000 has reduced capital strength--as measured by Standard &
Poor's capital adequacy ratio--to about 128% (low single-'A'-
minus range) in 2001 from 182.2% (triple-'A' range) in 1998. The
company also paid dividends from paid-in surplus of $2.5 million
in early 2000 and $7 million in March 2001. Debt obligations
will continue to strain the company's capitalization in the near
future.

      -- Earnings volatility. Constant innovation is necessary
for the successful execution of an opportunistic operating
strategy, but Standard & Poor's recognizes that new programs or
products might not always yield desired results and could cause
earnings volatility. Settlement of litigation and the rescission
of a reinsurance treaty had significant effects on results in
1999 and 2000. Standard & Poor's also recognizes that part of
the opportunistic approach is the variance in gross and net
premiums with changing and selective use of reinsurance, which
is becoming more expensive in 2001.


COMDISCO INC.: Fitch Slashes Senior Debt Rating To B
----------------------------------------------------
Fitch lowered Comdisco Inc.'s senior debt rating to 'B' and
commercial paper rating to 'B'. The ratings remain on Rating
Watch Negative. Approximately $4.3 billion of securities are
affected by this action.

Bonds rated in the 'B' category indicate that significant credit
risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity
for continued payment is contingent upon a sustained favorable
business and economic environment.

The rating actions are based on Fitch's increasing concern that
cash flows from Comdisco's businesses will not be sufficient to
meet contractual debt maturities, the majority of which come due
during the second half of fiscal year 2001, ending Sept. 30,
2001.

Fitch believes that cash flows realized in Comdisco's fiscal
year 2001 will be somewhat below the company's projected total
of $3.1 billion due to weakness in the venture loan and lease
business.

In this sector, Comdisco provided equipment loans and leases to
companies sponsored by venture capitalists. The rapid erosion in
the Nasdaq market in 2001 has resulted in a growing reluctance
by venture capitalists to support troubled investments.

Consequently, without the support of the venture capitalists and
the existence of a buoyant Nasdaq, the risk/return profile for
this business has become significantly unfavorable.

To help meet remaining contractual debt maturities of
approximately $2.3 billion in fiscal 2001, Comdisco will
actively seek to sell discrete business units or the entire
company.

On April 3, 2001, Comdisco announced that it had hired Goldman
Sachs & Co. and McKinsey & Co. to advise management on strategic
alternatives. Given the lack of market interest in commercial
finance company assets since 1999, the ultimate success of this
initiative is not certain.

In addition to a decline in cash flow from the Ventures
business, Fitch believes that Comdisco will revalue and write
down the carrying value of certain assets in this portfolio.
If this occurs, it will have an adverse effect on Comdisco's
earnings power and a detrimental impact on adjusted equity, as
defined in the company's bank credit facilities.

Continued weak operating performance could result in Comdisco
tripping its minimum net worth covenant, maximum debt-to-net
worth covenant, or both and eliminate any financial flexibility
available to the company.

On April 3, 2001, Comdisco announced that it had drawn down
completely on its $880 million of committed bank facilities to
refinance outstanding commercial paper and exit this market.
Of this amount, $525 million expires in December 2001 with no
term out provision. To extend these facilities beyond this date,
Comdisco may be required to provide the banks security.

Future rating actions will be predicated, in part, by Comdisco's
success in improving its cash flow to meet debt maturities,
stabilization of the Ventures business, and continued compliance
with its bank covenants.

Based in Rosemont, Ill., Comdisco Inc. is a worldwide company
engaged in information technology leasing, technology services
and venture loans and leases.


CONVERGENT COMM.: Nasdaq To Delist Shares On April 17
-----------------------------------------------------
Convergent Communications, Inc. announced that a notification
was received Friday from the Nasdaq SmallCap to delist the
Company's common stock (CONV) effective April 17, 2001. The
action has been taken pursuant to Marketplace Rule
4310(c)(2)(B)(ii), whereby the Company's market capitalization
has been less than $35 million for 30 calendar days.


CROWN CRAFTS: Lenders Agree To Extend Maturity Date Of Loans
------------------------------------------------------------
Crown Crafts, Inc. (NYSE: CRW) has executed definitive
agreements with its lenders to amend the covenants and extend
the expiration date of its loans from April 3, 2001, to June 30,
2001. The company and its lenders are working on a longer term
restructuring which is expected to be completed by June 30,
2001.

Also, following the announcement that the NYSE will cease
trading the Company's stock effective April 10, the Company has
arranged for Wachovia Securities to make a market in the stock
and will be applying for a Nasdaq OTC listing.

Crown Crafts, Inc., headquartered in Atlanta, Georgia, designs,
manufactures and markets home textile furnishings and
accessories. The Company's two major product groups are bedroom
products and infant & juvenile products.


DUALSTAR: Intends to Appeal Nasdaq's Move To Delist Shares
----------------------------------------------------------
DualStar Technologies Corporation said it received a Nasdaq
Staff Determination dated April 4, 2001 notifying the Company
that it has not met the minimum bid price requirements for
continued listing set forth in Marketplace Rules 4450(a)(5) and
4310(c)(8)(B).

The notice of non-compliance subjects DualStar to delisting from
The Nasdaq National Market, effective April 12, 2001. The
Company, however, has requested a hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
During such review process, the Company's securities will
continue to be listed on The Nasdaq National Market. There can
be no assurance the Panel will grant the Company's request for
continued listing.

                     About DualStar

DualStar Technologies Corp., through its subsidiaries, designs
and installs infrastructure systems and provides services that
control and enhance the environment in buildings. DualStar
construction subsidiaries, including Centrifugal/Mechanical
Associates, Inc., High-Rise Electric, Inc. and Integrated
Controls Enterprises, Inc., provide services governing heating,
ventilation and air conditioning (HVAC), electrical contracting,
building control and energy management (BMS), and security and
safety. DualStar's communications subsidiaries, OnTera, Inc. and
ParaComm, Inc. provide various communications services including
enhanced local, regional and long distance telephony as a
Competitive Local Exchange Carrier (CLEC), direct broadcast
satellite (DBS) television as a System Operator (MSO and SO),
and high-speed Internet access as an Internet Service Provider
(ISP). For more information, visit the Company's web site at
http://www.dualstar.com.DualStar common stock is traded on The
Nasdaq National Market under the symbol DSTR.


EQUITEX INC.: Asks For More Time To File Annual Report
------------------------------------------------------
Equitex, Inc., a Delaware corporation, has requested an
extension of time to April 16, 2001 for the filing of its Annual
Report on Form 10-K with the Securities & Exchange Commission.
The Company says this additional time is necessary for it to
complete preparation of the audited financial statements for the
year ended December 31, 2000, most notably the consolidation of
its newly acquired subsidiary Meridian Services, Inc.

Equitex' results of operations experienced a significant change
for the years ended December 31, 2000 as compared to December
31, 1999, due primarily to the divestiture of a subsidiary
during the year ended December 31, 2000. As a result, the
Company expects its net loss to be approximately $5 million
greater for the year 2000 than it was for 1999.


FINOVA: Agrees With ABN AMRO To Limit Finova Capital Transfers
--------------------------------------------------------------
The FINOVA Group, Inc. subsidiaries, FINOVA Capital PLC and
FINOVA Capital Corp., owe ABN AMRO Bank N.V. not less than
$87,000,000, plus certain costs, fees and expenses, borrowed
from ABN AMRO on July 7, 1997.

Pursuant to a Stipulation, presented to Judge Walsh for his
stamp of approval, FINOVA and ABN AMRO agreed that FINOVA PLC
will not:

      (A) make any loans or other financial accommodations on
          behalf of any of the Debtors or any non-debtor
          affiliates;

      (B) transfer any of PLC's assets to or for the benefit of
          any other Debtor or non-debtor affiliates; and

      (C) pay any claim or obligation held or asserted for any
          prepetition obligations under an agreement dated March
          19, 1992, with Greyhound Financial Corporation,
          Greyhound Bank PLC and Greyhound Financial Services
          Limited;

unless it obtains permission from ABM AMRO to do so.

In exchange, ABN AMRO will remove any freeze placed upon FINOVA
PLC's bank accounts and agrees that it will not place any
subsequent freeze on or otherwise seek to prohibit any transfers
from FINOVA PLC's bank accounts.

Margot B. Schonholtz, Esq., Stephen J. Quine, Esq., and David A.
Sullivan, Esq., at Clifford Chance Rogers & Wells LLP, in New
York, and Laurie Selber Silverstein, Esq., at Potter, Anderson &
Coroon, in Wilmington represent ABN AMRO in this matter.

A hearing before Judge Walsh with respect to the stipulation is
scheduled for April 12, 2000 at 11:30 a.m. (Finova Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FRESH AMERICA: Seeks Waiver Of Senior Credit Facility Defaults
--------------------------------------------------------------
Fresh America Corp. (Nasdaq:FRES), a major North American fresh
produce distribution company reported that it is continuing
efforts to refinance or extend its senior secured revolving
credit facility.  The credit facility was originally scheduled
to expire on February 1, 2001; however, the Company has received
extensions through April 16, 2001 to provide additional time for
negotiations.  The outstanding borrowings under the facility
have been reduced from $21.2 million at December 31, 1999 to a
current balance of $8.6 million. There can be no assurance that
the Company will be able to extend its senior credit facility
beyond April 16, 2001 or receive consents and waivers required
from other debtors for such extension to become effective. The
Company is also continuing its efforts to arrange replacement
financing or other sources of funds should such extension become
effective.

The Company has also received notice from The Nasdaq Market,
Inc. that Fresh America's common stock had failed to maintain a
minimum market value of public float of $5 million over the last
30 consecutive trading days as required by Nasdaq rules. Fresh
America will be provided until April 25, 2001 to regain
compliance with the rule. If Fresh America is unable to
demonstrate compliance with the Nasdaq rule by April 25, 2001,
its common stock will be subject to delisting from the Nasdaq
National Market. Fresh America is considering what action to
take to respond to the possible delisting by Nasdaq.
Additionally, as of December 29, 2000, the Company fails to meet
the Nasdaq National Market's minimum requirement for net
tangible assets of $4 million.

Fresh America is an integrated food distribution management
company that operates ten distribution facilities located in
Dallas and Houston, Texas; Atlanta, Ga.; Pensacola, Fla.;
Scranton and Wilkes-Barre, Pa.; Richmond, Ind.; Chicago;
Phoenix, Ariz.; and Los Angeles.


FRIEDE GOLDMAN: Secures $100 Million Loan From Pegasus Partners
---------------------------------------------------------------
Friede Goldman Halter Inc. announced that it has secured a loan
with securities firm Pegasus Partners for $100 million,
according to the Associated Press. Pegasus agreed to loan the
Gulfport, Miss.-based company the money in the form of a secured
note with a three-year maturity period. Friede Goldman, which
builds rigs and ships at facilities along the Gulf Coast, has
lost more than $100 million over the last few years because of
delays and excess costs associated with four drilling rigs in
two separate contracts. The company has announced more than $680
million in new projects since the fall. In the company's annual
report filed on Monday last week, Friede Goldman said that it
must renegotiate terms of loans and raise millions of dollars in
the coming months or face the prospect of seeking bankruptcy
protection. (ABI World, April 6, 2001)


FUTUREONE INC.: Files Chapter 11 Petition in Colorado
-----------------------------------------------------
FutureOne, Inc. (OTC Bulletin Board: FUTO.OB) --
http://www.futureone.com-- filed for protection from its
creditors under Chapter 11 of the U.S. Bankruptcy Code. The
filing was made in the U.S. Bankruptcy Court in the District of
Colorado.

Donald D. Cannella, recently appointed CEO of FutureOne, Inc.,
stated that its wholly owned subsidiary, OPEC CORP., is not
seeking protection from its creditors under Chapter 11 and will
continue to operate unaffected by the bankruptcy filing. OPEC
CORP., the only remaining business segment of FutureOne, has
been servicing FutureOne debt for the past six months. Donald D.
Cannella, President of FutureOne, stated, "Restructuring the
debt resulting from failed business ventures is another key
element in the reorganization of FutureOne."

FutureOne intends to emerge from bankruptcy as a focused,
profitable and competitive telecommunication infrastructure
services provider.

                     About the Company:

The Company has recently completed a restructuring, which
includes the divestiture of all of its unprofitable operations
and consolidation and down sizing of its corporate overhead to
allow it to focus on providing telecommunications infrastructure
installation, and related services, through its wholly owned
subsidiary OPEC CORP., www.opeccorp.com. OPEC provides a
comprehensive range of telecommunications services, which
include the design, engineering, placement and maintenance of
aerial and underground fiber-optic, coaxial and copper cable
systems for major communications companies, utility providers,
and real estate developers in the western United States. OPEC
also provides auxiliary services such as, copper and fiber
splicing, horizontal drilling and boring, network repair and
maintenance, commercial and residential installations, testing,
line conditioning and construction management services.


GENESIS HEALTH: Court Okays UBS Warburg's Employment
----------------------------------------------------
The Court approved the application authorizing the retention and
employment of UBS Warburg LLC as Investment Banker and Financial
Advisor for Genesis Health Ventures, Inc. & The Multicare
Companies, Inc., nunc pro tunc to July 12, 2000.
(Genesis/Multicare Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL HEALTH: Inks Asset Sale Agreement With NBTY, Inc.
--------------------------------------------------------
NBTY, Inc. (Nasdaq: NBTY), (www.NBTY.com), a leading
manufacturer and marketer of vitamins and nutritional
supplements said it has entered into a contract to purchase
substantially all of the assets of Global Health Sciences, Inc.
and certain of its operating subsidiaries. Global and the
subsidiaries, which manufacture nutritional supplements in
California, filed voluntary petitions under Chapter 11 of the
Bankruptcy Code. The price, which was not disclosed, is subject
to final adjustment and approval of the Bankruptcy Court.

                      About NBTY

NBTY is a leading vertically integrated U.S. manufacturer and
retailer of a broad line of high-quality, value-priced
nutritional supplements in the United States and throughout the
world. The Company markets more than 1,000 products under
several brands, including Nature's Bounty(R), Vitamin World(R),
Puritan's Pride(R), Holland & Barrett(R), Nutrition
Headquarters(R), American Health(R), Nutrition Warehouse(R) and
Dynamic Essentials(R).


HARNISCHFEGER: U.S. Lodges Settlement Agreement re EPA Claim
------------------------------------------------------------
The United States is lodging the Settlement Agreement executed
by the United States and Harnischfeger Industries, Inc. with
respect to a Proof of Claim against the Beloit Corporation filed
by the United States, on behalf of the Environmental Protection
Agency against the Beloit Corporation, asserting a general
unsecured claim for unreimbursed environmental response costs
incurred by the United States at the O'Brien Machinery Site,
located in Downingtown, Chester County, Pennsylvania, and for
response costs to be incurred in the future by the United States
at the Site, pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), 42 U.S.C.
Sections 9601, et seq.

The Claim was previously objected to by the Debtor in its
Seventy-seventh Omnibus Objection before the parties reached the
settlement agreement.

Pursuant to Department of Justice policy, 28 C.F.R. Section
50.7, and Paragraph 11 of the Settlement Agreement, at this time
the United States is lodging the Settlement Agreement. A copy of
this Settlement Agreement is being lodged, subject to notice of
the lodging being published in the Federal Register for a
thirty-day public comment period. Upon expiration of the public
comment period and review of any comments received, the United
States will then move the Bankruptcy Court to approve and enter
the Settlement Agreement or to take some other course of action.

The Environmental Enforcement Section of the U.S. Department of
Justice makes it clear that no action is required by the
Bankruptcy Court until the public comment period expires and the
United States files an appropriate motion.

                    The Settlement Agreement

Among other things, the parties agreed, subject to Court
approval, that:

      (1) The EPA Response Costs Claim will be allowed as a
general unsecured claim against Beloit in the amount of
$280,000, and will be paid as a general unsecured claim upon
distribution to holders of general unsecured claims without
discrimination in accordance with the terms of the Amended Joint
Plan. The United States will be deemed to have withdrawn the EPA
Response Costs Claim for any amount in excess of $280,000.

      (2) If Beloit receives reimbursement through any insurance
coverage related to EPA's claims as addressed in this Agreement,

          (a) Beloit will provide notice to EPA within 10 days of
              receipt of such reimbursement;

          (b) Beloit will pay EPA from the net proceeds of such
              insurance reimbursement any difference between the
              allowed claim amount as described in (1) above and
              the actual amount distributed to EPA under the plan
              of reorganization approved by the Bankruptcy Court.

      (3) In consideration of the payments or distributions that
will be made by Beloit under the terms of this Settlement
Agreement, the United States covenants not to bring a civil
action or take administrative action against Beloit pursuant to
Sections 106 and 107 of CERCLA relating to the Site, provided
that,

          -- this covenant not to sue is conditioned upon the
             complete and satisfactory performance by Beloit of
             its obligations under this Settlement Agreement;

          -- this covenant not to sue extends only to Beloit and
             does not extend to any other person;

          -- the covenant not to sue does not pertain to any
             matters other than those expressly specified.

          -- the United States reserves, and this Settlement
             Agreement is without prejudice to, all rights
             against Beloit with respect to all other matters,
             and specifically with respect to:

             * liability for damages for injury to, destruction
               of, or loss of natural resources;

             * liability for response costs that have been or may
               be incurred by federal agencies which are trustees
               for natural resources;

             * claims based on a failure by Beloit to meet a
               requirement of this Settlement Agreement; and

             * claims for any site other than the O'Brien
               Machinery Site.

          -- Beloit reserves the right to assert that any
             discharge granted under 11 U.S.C. Section 1141
             applies to the fullest extent of the law.

      (4) With regard to claims for contribution against Beloit
for matters addressed in this Settlement Agreement, Beloit is
entitled to such protection from contribution actions or claims
as is provided by CERCLA Section 113(f)(2), 42 U.S.C. Section
9613(f)(2).

          -- The "matters addressed" in this Settlement Agreement
             include all response costs incurred in connection
             with the Site prior to the date of lodging of this
             Settlement Agreement.

      (5) Beloit covenants not to sue and agrees not to assert
any claims or causes of action against the United States with
respect to the Site, including but not limited to:

          * any direct or indirect claim for reimbursement from
            the hazardous Substance Superfund,

          * any claims for contribution against the United
            States, its departments, agencies or
            instrumentalities, and

          * any claims arising out of response activities at the
            Site.

The parties specify that nothing in this Settlement Agreement
shall be construed to constitute preauthorization of a claim
within the meaning of Section 111 of CERCLA, 42 U.S.C. Section
9611, or 40 C.F.R. Section 300.700(d). The parties also made it
clear that nothing in this Settlement Agreement shall be
construed to create any rights in, or grant any cause of action
to, any person not a party to this Settlement Agreement.

The United States reserves the right to withdraw from, or
withhold its consent to, this Settlement Agreement if the public
comments received regarding the Settlement Agreement disclose
facts or considerations which indicate that the Settlement
Agreement is inappropriate, or improper, or inadequate.
(Harnischfeger Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ICG COMMUNICATIONS: Rejects Equipment Leases With Comdisco Inc.
---------------------------------------------------------------
ICG Communications, Inc. sought Judge Peter Walsh's authority to
reject three leases of a desktop and laptop computer, and a
server, with related monitors and printers.

Comdisco, Inc. is a finance company which provides global
technology services and management to a range of customers. The
Debtors and Comdisco entered into a master equipment lease in
1997, to which there are six separate equipment schedules. Each
schedule, by its terms, constitutes a separate lease of
equipment. The Debtors sought to reject only the equipment
leases for the three computer items, not the master lease or any
remaining equipment schedule. The Debtors advise they have not
yet made a decision as to whether to assume or reject the master
lease or the remaining three equipment schedules, and reserve
their rights as to those agreements.

The initial term of these leases was 26 months. Unless all
equipment is returned to Comdisco by the end of this initial
term, the lease is automatically renewed, although the Debtors
can terminate upon sixty days' notice.

The equipment which was leased from Comdisco, which is still in
the Debtors' possession, is mostly composed of computer
equipment which has become obsolete, if not entirely useless.
Toward the beginning of 2000, the Debtors evaluated whether any
of the equipment leased under the master lease was necessary for
use in the operation of the Debtors' businesses, and concluded
that the equipment in this motion had outlived its usefulness.
For several months prior to the Petition Date, the Debtors
attempted to work with Comdisco to achieve the expeditious
return of all of the leased equipment. It became clear to the
Debtors that Comdisco did not desire to take repossession of the
equipment, but wanted instead to have the Debtors purchase the
equipment from Comdisco off-lease. The Debtors declined to do
so, and began to return the equipment in accordance with the
terms of the leases. The Debtors in fact sent some of the
equipment leased from Comdisco back to the lessor in the months
prior to the Petition Date, but halted because Comdisco was not
satisfied with the location to which the equipment was being
shipped. The remaining equipment was not returned to Comdisco
because, the Debtors state, they never received adequate
instructions from Comdisco regarding where the equipment should
be sent.

The Debtors described these leases as unprofitable and
unnecessary for their reorganization. The equipment has not been
in use since the Petition Date. In fact, the Debtors said, if
they had received adequate instructions from Comdisco as to the
location to which the equipment could be returned, the Debtors
would have been able to return all of it prepetition. The
Debtors currently store all remaining equipment at a single site
near their headquarters. If the Motion is granted, they will
notify Comdisco of the location of the equipment and provide any
other information necessary to enable Comdisco to promptly
retrieve the equipment from the Debtors, thereby relieving the
Debtors of the burden of storing equipment which is of no use to
them.

                     Comdisco's Response

Appearing through Kenneth E. Noble and Andrew D. Shaffer of the
New York firm of Mayer Brown & Platt, and Joanne Wills of the
Wilmington firm Klehr, Harrison, Harvey, Branzburg & Ellers,
Comdisco told Judge Walsh it does not object to the Debtors'
rejection of the equipment leases, but does object to the Motion
to the extent that it fails to:

      (a) Require the Debtors to cooperate with Comdisco in good
faith, and in a commercially reasonable manner, to enable
Comdisco to promptly locate and retrieve the leased computer and
related equipment; and

      (b) Provide for the immediate payment of administrative
rent owed to Comdisco in the amount of $1,240,000.

In response to the Debtors' claims of non-cooperation, Comdisco
assured Judge Walsh the fault was the Debtors. Rather than
complying with the terms of the Master Lease and schedules, ICG
failed to give written notice of termination or to properly
return the leased equipment. Further, although the Bankruptcy
Code obligates debtors to timely perform all of their
postpetition obligations under leases arising from a date 60
days from the Petition Date, the Debtors have failed to pay
administrative rent, including $248,359.26 which arose after the
sixtieth day. Further, Comdisco said the Debtors have failed to
ensure that they will cooperate with Comdisco in good faith to
promptly locate and retrieve the leased computer and related
equipment, or to provide evidence to Comdisco of the existence
of casualty insurance covering the leased equipment, as required
by the Master Lease.

                     Judge Walsh's Ruling

Upon consideration of the Debtors' arguments, Judge Walsh
authorized rejection of the equipment leases with Comdisco,
saying only that nothing in his holding shall constitute an
admission by any of the Debtors that, prior to the effective
date of the rejection of the agreements, the Debtors had any
payment obligations under these leases. (ICG Communications
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


IDOLLS CORP.: Shuts Down & Advertises Going-Out-Of-Business Sale
----------------------------------------------------------------
IDolls Corp., which had hoped to use the Internet to tap into a
$2.7 billion a year market for dolls and accessories, reportedly
has ceased operations, according to LocalBusiness.com. Although
no formal announcement has been made, the Manchester, N.H.-based
company's web site has advertised a going-out-of-business sale
and says that iDolls is in "its final days of operations." Calls
to the company's ordering number and "help" line number went
unanswered. (ABI World, April 6, 2001)


IMPERIAL SUGAR: Equity Committee Retains Bifferato As Counsel
-------------------------------------------------------------
The Committee of Equity Security Holders in Imperial Sugar
Company's chapter 11 cases applied to Judge Robinson for
authority to retain the law firm of Bifferato, Bifferato &
Gentilotti as local counsel. The requested retention is for the
rendition as counsel of the following services:

      (a) Advising the Committee as to its rights, powers and
          duties;

      (b) Advising the Committee in connection with proposals and
          pleadings submitted by the Debtors or others to the
          Court;

      (c) Investigating the actions of the Debtors and the assets
          and liabilities of the estates;

      (d) Advising the Committee in connection with negotiation
          and formulation of any reorganization plan;

      (e) Reviewing all applications and motions filed by parties
          other than the Committee and to represent the interest
          of the Committee in and outside of court with respect
          to all applications and motions;

      (f) Generally advocating positions that further the
          interests of the unsecured creditors represented by the
          Committee; and

      (g) Performing such other services as are in the interest
          of the Debtors' unsecured creditors.

Lawrence Spieth of Dimensional Fund Advisors, Chairman of the
Equity Committee requested that Bifferato be compensated at the
firm's normal hourly billing rates prevailing at the time
services are rendered and that fees, any necessary and actual
expenses incurred by Bifferato in the course of its
representation, as well as advances for fees or expenses be
allowed, subject to Court approval, as administrative expenses
of the Debtors' estates.

Ian Connor Bifferato, managing partner of the firm, declared
that the firm changes its billing rates from time to time. The
current hourly rates in effect for its professionals potentially
involved in the Debtors' bankruptcy proceedings are:

           Name                    Rate
           ----                    ----
       Ian Connor Bifferato        $250
       Jeffery Gentiloti           $250
       Vincent A. Bifferato, Jr.   $250
       James Nutter                $180
       Megan Harper                $180
       Amy Kiefer                  $ 90

Mr. Bifferato assured Judge Robinson that the firm does not
represent any entity having an adverse interest in connection
with the Debtors' bankruptcy case. He represented that Bifferato
is "disinterested" within the meaning of the law and does not
hold any interest adverse to the Debtors' estates with respect
to the matter on which it is to be employed. Bifferato has on
connection with the Debtors, their creditors, any other party in
interest, their respective attorneys and accountants, the U.S.
Trustee or any person employed in the office of the U.S.
Trustee.

Mr. Bifferato claimed that, to the best of his knowledge,
Bifferato has not in the past year represented any of the
Debtors, creditors of Imperial Distributing, Inc., or the
affiliates debtors. He acknowledged that, considering the
Debtors have hundreds of unsecured creditors and other parties-
in-interest whose identities are not currently known to
Bifferato, the firm may have and may continue to represent some
of those creditors in matters unrelated to these cases. However,
Mr. Biggerato guaranteed that investigation continues regarding
any other possible connection between Bifferato and other
parties-in-interest and that a supplemental disclosure will be
filed, if and when any additional material connections are
discovered. (Imperial Sugar Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Rejecting LTC/Symphony Lease With McDonald
-------------------------------------------------------------
Integrated Health Services, Inc. sought the Court's authority to
reject a lease of nonresidential real property between the
Debtors and McDonald. Cleburg. Wolf. pursuant to Section 365 of
the Bankruptcy Code.

As reported before, the Debtors operate three principal business
segments: (a) skilled nursing and subacute care facilities; (b)
contract rehabilitation and other contract services known as
Symphony; and (c) home respiratory services through Rotech. The
Debtors are the lessees of over 300 nonresidential real property
leases relating to the Long-Term Care Business and/or contract
business Symphony. The LTC/Symphony Leases cover property
located throughout the United States.

The subject lease in this motion, between the Debtors and
McDonald, is related to one parcel of LTC/Symphony Leased
nonresidential real property located at 1700 1500th Avenue, San
Leandro, California. According to the Lease, the premises were
to be used for "portable x-ray operation" and an office for the
business. The original expiration date of the Lease was June
1, 1997. In addition, the Lease contained a five-year renewal
option. The Debtors maintain that they exercised the Option
prior to the initial expiration of the Lease. Although they do
not have written confirmation of such action, the rent increase
indicates this, the Debtors relate. In accordance with the
exercising of the Option, the new expiration date of the
Lease is May 31, 2002.

The Debtors believe that the Lease should be rejected because it
is of no value to the Debtors, constitutes a burden upon their
estates and is unnecessary for the Debtors' continued
operations.

Robert Stephenson, the Debtors' Senior Vice-President, Treasury
lends his support in his Affidavit. Mr. Stephenson represents
that the Debtors thoroughly reviewed the Lease and have
determined that it is above-market and does not provide them
with any benefit. Efforts in finding a party to assume the Lease
have produced nothing. Neither have efforts in renegotiating the
Lease with McDonald. Moreover, and perhaps most important,
Mr. Stephenson said, the Debtors have obtained a deal for a new
lease which is similar to the Premises but which will cost the
Debtors about $1,500 less per month, which amounts to a savings
of $18,000 per year. Mr. Stephenson said he believes that the
rejection of the Lease is a prudent and proper exercise of the
Debtors' business judgment and is in the best interests of
their estates and creditors. (Integrated Health Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LERNOUT & HAUSPIE: KMPG Files Lawsuit Alleging Audit Obstruction
----------------------------------------------------------------
Accounting firm KPMG is suing some of Lernout & Hauspie's (L&H)
staff for allegedly obstructing its audit of Belgium's troubled
speech technology developer, according to Reuters. The company
was commissioned last year to audit L&H's books amid reported
discrepancies in the company's sales figures. KPMG alleged that
several unidentified persons had provided false or incomplete
information about L&H contracts and related companies. It said
those persons allegedly obstructed its audit by pressuring third
parties to make false statements.

"KPMG Belgium has filed a civil action...against all persons
within Lernout & Hauspie who have obstructed KPMG's auditing of
the company, by withholding information or deliberately giving
false, inaccurate or incomplete information to KPMG," the
company said. L&H is in the process of restructuring after being
approved for bankruptcy protection in both Belgium and the
United States. (ABI World, April 6, 2001)


LOEWEN: Teamsters Objects To Participating in ADR Procedures
------------------------------------------------------------
Teamsters Local 727 Health and Welfare, Pension, and Legal
Assistance Funds objected to inclusion of their proofs of claim
in The Loewen Group, Inc. Debtors' alternative dispute
resolution procedures raises.

Teamsters asserted that because the debtors have not rejected
the labor contracts under 11 U.S.C. Section 1113, they are
deemed to have assumed those contracts, and the Funds claims, if
any, will be entitled to administrative priority. It is in an
abundance of caution, Teamsters said, that the Funds filed
proofs of claim against respective debtors. Teamsters advised
the Court that those claims are all unliquidated, except those
related to Weinstein Brothers where the Funds had conducted a
prepetition audit.

The Funds contend that three reasons show why the Funds' claims
should not be included in Loewen's alternative dispute
resolution procedure.

First, courts have approved the inclusion in such procedures
personal injury and wrongful death claims recognizing that those
claims are expressly excluded from "core proceedings" over which
bankruptcy courts have jurisdiction, but with the Loewen cases,
the Court's "core proceedings" jurisdiction encompasses
allowance of claims against the estate.

Second, Loewen's alternative dispute resolution procedure
requires each creditor subject to the procedure to make a
settlement demand upon Loewen, which the motion refers to as
"Settlement Offer." The Funds argue that while this may be
appropriate for ordinary trade creditors who know the value of
their claims, it is unacceptable for the Funds, whose claim
depends on their ability to conduct a complete audit on the
debtor's records. However, in their attempts to quantify claims
that they assert to be administrative claims, the Funds'
attempts to audit 10 years of records of funeral homes that are
bound to the Union's collective-bargaining agreement have been
stymied by Loewen's refusal to produce its Vancouver records,
and claim that Loewen need not produce documents preceding its
acquisition of the funeral homes, Teamsters told the Court.
Without an audit, the objectors went on, the Funds cannot
quantify their claims.

Third, Loewen's motion says that the Settlement Offer may not
improve the creditor's priority from that scheduled on its most
recent proof of claim. The Teamsters asserted that as a matter
of law, the Funds' claims will be entitled to administrative
priority because Loewen has not employed 11 U.S.C. Section 1113
to reject the Union's contract. The Funds contend that they
should not be precluded from having their claims paid as
administrative priority under Loewen's alternative dispute
resolution procedure.

The Funds therefore requested the Court to exclude them from
Loewen's proposed alternative dispute resolution procedure.

                    The Debtors' Response

The Debtors contend that reasons cited by the Funds as to why
the Bankruptcy Claim should be excluded from the ADR Procedures
are unpersuasive and without merit.

First, the Debtors pointed out that the Funds incorrectly assert
that the Bankruptcy Claims cannot be liquidated pursuant to the
ADR Procedures because the Bankruptcy claims represent core
matters over which the Bankruptcy Court has exclusive
jurisdiction. The Debtors do not dispute the fact that the
allowance or disallowance of claims against the Debtors' estates
is a core matter pursuant to 28 U.S.C. 147(b)(2). The Debtors,
however, contend that the Funds fail to recognize that the ADR
Procedures do not abrogate the duty of the Court to allow or
disallow a claim against the Debtors' estates.

Second, the Debtors debunk that the Funds will be unable to
submit a settlement offer timely as required by the ADR
Procedures because they have been unable to quantify their
claims without first completing audits of the books and records
of the Debtor Funeral Homes. The Debtors told Judge Walsh
that in fact the Funds have conducted and completed extensive
audits of the books and records of the Debtor Funeral Homes for
the entire period during which the Debtors owned the Debtor
Funeral Homes, and they have no valid basis for asserting claims
in respect of any earlier period. Moreover, if the Funds require
further information, the ADR Procedures specifically authorize
them to seek that information under the discovery provisions of
the ADR Procedures, the Debtors reminded the Court.

Third, the Debtors refute the Funds' claim that, because the
CBAs have not been rejected, they should be deemed assumed, the
Bankruptcy Claims under the CBAs should be payable as an
administrative expense, and accordingly, the Bankruptcy Claims
are not properly submitted to the ADR Procedures. The Debtors
debunk the Funds' premise in this respect as dead wrong under
settled bankruptcy law because it is well settled that it is the
debtor's prerogative to ask the court to approve the assumption
or rejection of an executory contract, including collective
bargaining agreements. The deadline for the debtor's decision
whether to assume or reject an executory contract such as the
CBAs, the Debtors pointed out, is the confirmation of a plan
under Section 365(d)(2) of the Bankruptcy Code. That deadline,
has not yet arrived in Loewen's cases. Further, under section
365(d)(2) of the Bankruptcy Code, a creditor may petition the
bankruptcy court to compel a debtor to assume or reject a
contract. No such motion has been brought by the Funds or any
other party in respect of the CBAs, the Debtors told the Court.

The Debtors put forward the point that, the mere fact that the
executory contracts at issue are collective bargaining
agreements do not alter these settled rules, contrary to the
Funds' assertions.

                    The Court's Ruling

Having entertained the request and argument on both sides and
heard the statements of counsel with respect to this matter at a
hearing, the Court ordered that the Funds' Objection is
overruled, and proofs of claim numbered 4523, 4524, 4525, 4526,
4527, 4528, 4529, 4531, 4532, 4533 and 9522 filed by the Funds
are submitted to the ADR Procedures for resolution pursuant to
the terms of the Court's ADR Order. The ADR Injunction, the
Court directed, will commence upon the entry of the Order with
respect to this matter. The Court also directed, the Funds shall
have 30 days from the date of this Order to return a completed
ADR Notice. (Loewen Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LONDON FOG: Court Confirms Chapter 11 Plan of Reorganization
------------------------------------------------------------
London Fog Industries, an international leader in rainwear and
outerwear, announced the confirmation of its Chapter 11 plan of
reorganization.

London Fog Industries President and Chief Executive Officer
William Dragon, Jr. declared that the company is both stronger
and healthier with respect to its income statement and balance
sheet, citing strong 2001 fiscal year earnings (year end
February 2001) and the elimination of long term operating debt.

"During the past 18 months, we have concentrated on eliminating
over 100 retail and factory outlet stores, reducing our overhead
and focusing on the business of producing high-quality,
affordable rainwear and outerwear," said Dragon.

Dragon added that both London Fog and Pacific Trail brands are
showing double-digit increases for Spring/Fall 2001 orders in
comparison to last year.

Dragon also emphasized that the consistent support of all
stakeholders, suppliers and retail partners was a major
contributor to the successful reorganization. Dragon noted, "Our
creditors in all classes voted overwhelmingly (greater than 90
percent) in favor of our reorganization plan."

London Fog Industries voluntarily filed for reorganization under
Chapter 11 in September 1999 to liquidate the majority of its
retail outlets, eliminate excess overhead and reduce its long-
term operating debt. As a result, the company has closed nearly
all of its retail operations, keeping only 35 of its most
profitable factory outlet stores strictly to aid in liquidating
inventory.

Dragon, who led the Pacific Trail subsidiary into record growth
during his tenure as President of Pacific Trail, was tapped as
CEO by the London Fog Industries board of directors in March of
1999 to lead the company's reorganization. One of Dragon's first
initiatives was to file for Chapter 11 protection and launch an
18-month plan to return London Fog Industries to a leading
position as a designer, marketer and distributor of high quality
outerwear and rainwear for men, women and children.

Established in 1922, London Fog Industries is one of the
country's leading designers, marketers, and distributors of
quality rainwear and outerwear which includes the London Fog(R),
Pacific Trail(R) and Black Dot(R) brands as well as licensed
brands, Dockers(R) and Levi's(R). London Fog Industries is based
in Seattle, with offices in New York and a distribution center
in Eldersburg, Maryland. The company has over 900 employees and
currently operates 35 factory outlet stores throughout the
country.

London Fog Industries is located at 1700 Westlake Ave. N., Suite
200, Seattle, WA 98109. Telephone: 206/270-5300.


MICROAGE: Plans to Sell Pinacor CTI Through Competitive Bidding
---------------------------------------------------------------
MicroAge Inc. filed a motion in the U.S. Bankruptcy Court for
the District of Arizona, proposing to sell the assets of its
Computer Telephony Integration (CTI) business unit of Pinacor
Inc. through competitive bidding procedures under Section 363 of
the U.S. Bankruptcy Code.

Pinacor is a distributor of voice and data communication
products and a subsidiary of MicroAge Inc.

In addition, the company announced that the MicroAge board of
directors has approved an agreement with Gores Technology Group
to purchase the assets of Pinacor CTI, subject to higher and
better bids at an auction to be conducted before the court.

The sale is subject to additional due diligence, court approval
and other contingencies. Gores Technology Group is a private
investment company which specializes in acquiring and managing
technology companies.

"We believe this is win-win for Pinacor customers, associates
and the creditors," said MicroAge Chairman Jeffrey D. McKeever.
"Gores is a well-respected company with a proven track record in
buying technology companies and running them successfully. This
transaction will provide on-going stability for Pinacor
customers, employment for Pinacor associates, and additional
cash for our creditors."

On April 13, 2000, MicroAge and certain of its subsidiaries,
including Pinacor Inc., commenced a voluntary Chapter 11
proceeding. Consistent with auction procedures under Section 363
of the Bankruptcy Code and a motion filed with the Bankruptcy
Court by MicroAge, the deadline for third parties to submit
documents supporting preliminary qualification of purchase will
be April 25, 2001.

A hearing on the motion has been tentatively set for May 1,
2001, at the U.S. Bankruptcy Court for the District of Arizona
in Phoenix.

                     About MicroAge Inc.

MicroAge Inc. delivers technology to businesses through one-on-
one relationships supported via electronic commerce and the
Internet. The corporation is comprised of information technology
companies that deliver technology solutions through ISO 9001-
certified, multi-vendor integration services and distributed
computing solutions to organizations and computer resellers.

                About Gores Technology Group

With headquarters in Los Angeles, Gores Technology Group (GTG)
is a privately held international acquisition and management
firm that pursues an aggressive strategy of acquiring promising
high-technology organizations and managing them for growth and
profitability.

GTG's established infrastructure currently manages a portfolio
of more than 20 interrelated but autonomous technology-oriented
companies that are located in 50 countries throughout the world.
Those companies provide a broad range of technology-based
products and services to a substantial customer base of 20,000
that represent over 2 million active users. Visit the company's
Web site at http://www.gores.com.


ORBITAL SCIENCES: Delays Filing of Form 10-K With SEC
-----------------------------------------------------
Orbital Sciences Corporation is in the process of completing the
2000 year-end financial results which, among other things, is
requiring additional time to assess the impact on 2000 results,
if any, of NASA's March 1, 2001 termination for convenience of
the X-34 reusable launch vehicle contract. In addition, the
company is continuing with its efforts towards finalizing two
major transactions regarding the sale of certain non-core
businesses. Due to these circumstances the Company has advised
the Securities & Exchange Commission that it will late in filing
its year-end financial information on Form 10-K with the
Exchange.

The Company has incurred significant losses during 2000 from
operations and the writeoff of its investment in ORBCOMM Global
L.P. Orbital believes that significant charges associated with
the X-34 contract termination, asset impairment charges
associated with a potential divestiture, accounting for
affiliate losses, and additional losses from operations, will be
reported for the fourth quarter of 2000.


PACIFIC GAS: Honoring Wage And Salary Obligations
-------------------------------------------------
Pacific Gas and Electric Company's 19,978 Employees are vital to
daily operations, maintaining positive employee morale is
important, and the reorganization effort will fail if PG&E loses
its valuable employees, Russell M. Jackson, Vice President of
Human Resources for Pacific Gas and Electric Company, told the
Court. A loss of personnel due to an interruption in the payment
of employee wages and benefits will jeopardize the Debtor's
operation and reorganization efforts, the steady supply of
energy, and public health and safety, PG&E said. In fact, the
Company continues, in this particular chapter 11 case, the loss
of key personnel due to sagging employee morale may also result
in irreparable harm to public health and safety. Each blackout
carries with it the possibility of such tragedies as fires due
to overturned candles or collisions due to the loss of traffic
lights, in addition to the inevitable disruption in the economy.
A reduction in the number of experienced linemen dedicated to
preventing and repairing gas leaks could lead to disastrous
results, as well. The public interest, accordingly, requires
that the Debtor be allowed to pay pre-petition compensation and
benefits to aid employee retention and hasten the Debtor's
recovery.

Faced with the need to issue payroll checks immediately for wage
and salary obligations incurred during the latest two-week
period and because certain employees don't promptly cash each
paycheck they receive, the Debtor sought and obtained an
emergency order from Judge Montali authorizing the Company to
(A) issue payroll checks on account of accrued pre-petition wage
and salary obligations and (B) move money between their bank
accounts as necessary to fund those paychecks. Additionally,
Judge Montali directed each Bank on which a payroll check is
drawn to honor all payroll checks.

Specifically, the Debtor sought and obtained permission to honor
these pre-petition wage, salary and benefit obligations owed to
their Employees:

                                                     Number of
Type of Employee Obligation           Amount Owed   Employees
---------------------------           -----------   ---------
PRE-PETITION EMPLOYEE COMPENSATION
International Brotherhood of
Electrical Workers, Local 1245
and International Union of
Security Officers Members             $36,111,700     12,300
Administrative & Technical                695,100        415
Engineering & Scientists Union          4,335,700      1,530
Diablo Canyon Workers
(included in IBEW amount)                 468,800        210
Management                              8,809,600      5,500
Officers                                  134,700         23
                                       -----------     ------
                                       $50,555,600     19,978

EMPLOYER TAXES                        $3,870,497

EMPLOYEE BENEFIT OBLIGATIONS
Medical insurance                    $19,627,584
Dental insurance                       2,000,000
Vision insurance                         605,800
Reimbursement accounts                   229,059
Group life insurance                   2,675,857
Short-term disability and
Workers' compensation                  3,341,956
Long-term disability                     440,000
Savings Fund Plan and
Retirement Savings Plan                1,851,019
Vacation payout                        1,500,000
Employee assistance program               89,000
Adoption reimbursement                     2,083
Child care                               134,000
Tuition Refund Program                   478,741
Business expense reimbursements        1,400,000
                                      -----------
                                      $34,375,099
                                      -----------
                     TOTAL            $88,301,196
                                      ===========

James L. Lopes, Esq., at Howard, Rice, Nemerovski, Canady, Falk
& Rabkin, advised Judge Montali at the First Day Hearing that,
on average, no single employee is owed more than the $4,300
priority accorded to employee compensation claims under 11
U.S.C. Sec. 507.

PG&E does not seek to liquidate its operations, Mr. Lopes told
Judge Montali Friday afternoon. "Rather, the Debtor seeks to
avail itself of the protection and flexibility provided by the
bankruptcy laws to weather the current regulatory impasse. In
order to keep the lights on, however, the Debtor must retain its
current work force. The Debtor therefore seeks this Court's
permission to honor its pre-petition obligations to its
employees in order to prevent employee defection and to
implement a seamless transition."

Nothing in this request, the Debtor made clear and Judge Montali
confirmed, contemplates an assumption nor precludes a rejection
of any agreement or policy that may be considered an executory
contract. (Pacific Gas Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Insurer MBIA Closely Monitoring Bankruptcy Case
------------------------------------------------------------
MBIA Inc. (NYSE: MBI) announced that it is closely monitoring
the bankruptcy filing by Pacific Gas & Electric (PG&E) and has
been in discussions with company officials at PG&E.

"We are disappointed that a legislative solution could not be
reached to solve the energy crisis in California. In accordance
with our policies, MBIA-insured bondholders will receive all
their principal and interest payments as scheduled," said Neil
Budnick, Chief Financial Officer of MBIA.

MBIA has direct net par exposure to Pacific Gas & Electric of
approximately $590 million of which about 61 percent are secured
by first mortgage bonds with the remainder being senior
unsecured bonds. MBIA has posted on its web site the company's
net debt service schedule by maturity date for the MBIA Pacific
Gas & Electric exposure.

MBIA Inc., through its subsidiaries, is the world's preeminent
financial guarantor and a leading provider of specialized
financial services. MBIA provides innovative and cost-effective
products and services that meet the credit enhancement,
financial and investment needs of its public- and private-sector
clients, domestically and internationally. MBIA Insurance
Corporation has a financial strength rating of Triple-A from
Moody's Investors Service, Standard & Poor's Ratings Services,
Fitch and Rating & Investment Information Service. Please visit
MBIA's web site at http://www.mbia.com.


PACIFIC GAS: Fitch's Ratings On Securities Dive To D Levels
-----------------------------------------------------------
Fitch has lowered its ratings for Pacific Gas and Electric
Company (Pac Gas) senior secured and preferred securities into
the default category based on the utility's voluntary filing of
a petition under Chapter 11 of the U.S. Bankruptcy Code.

Fitch also believes that Pac Gas' bankruptcy filing could
complicate Southern California Edison's (So Cal Ed) likelihood
of accomplishing a sale of its transmission assets to the State
of California. Consequently, Fitch has lowered So Cal Ed's
senior secured debt rating and changed the Ratings Watch to
Negative from Evolving. The Ratings Watch status of Edison
International, the parent of So Cal Ed, is also changed to
Negative from Evolving. The new ratings are:

Pacific Gas and Electric Company

     First Mortgage Bonds to `DDD' from `B-`;
     Preferred Securities to `D' from `C';
     Commercial Paper `D' Unchanged;
     Rating Watch Not applicable Negative.

     Fitch does not rate the securities of PG&E Corp.


Southern California Edison Company

     Senior Secured Debt to `CCC' from `B-`;
     Senior Unsecured Debt `CC' unchanged;
     Preferred Stock `C' unchanged;
     Commercial Paper `D' unchanged;
     Changed to Rating Watch Negative from Rating Watch Evolving.

Edison International

     Senior Unsecured Notes `CC' unchanged;
     Trust Preferred Securities `C' unchanged;
     Commercial Paper `D' unchanged;
     To Rating Watch Negative from Rating Watch Evolving.

Pacific Gas and Electric Company is a wholly owned subsidiary of
PG&E Corp., and is based in San Francisco, CA. Southern
California Edison is a wholly owned subsidiary of Edison
International, and is based in Rosemead, California.


PG&E NATIONAL: S&P Affirms BBB Corporate Credit Rating
------------------------------------------------------
Standard & Poor's affirmed its triple-'B' corporate credit
rating on PG&E National Energy Group Inc. (NEG) an indirect
wholly owned subsidiary of PG&E Corp., following the bankruptcy
filing of Pacific Gas & Electric (D/--/D), another wholly owned
subsidiary of PG&E Corp.

Standard & Poor's also affirmed its ratings on the following
subsidiaries of NEG: PG&E Generating Co. L.L.C (PGen) at triple-
'B'; USGen New England Inc. (USGenNE) at triple-'B'; PG&E Gas
Transmission-Northwest (GTN) at single-'A'-minus; PG&E Energy
Trading Holdings Corporation. (ETH) at triple-'B'-plus;
Indiantown Cogeneration Funding Corp.. at triple-'B'-minus;
Selkirk Cogen Funding Corp. at triple-'B'-minus; Northampton
Generation Co LP L.P. at triple-'B'-minus; and Panther Creek
Partners at triple-'B'-minus. In the case of each subsidiary
rating affirmation, the outlook is stable.

The rating affirmations of NEG and its subsidiaries reflect
Standard & Poor's belief that NEG and its subsidiaries will
remain "ring-fenced" from the credit of PG&E Corp. and therefore
would not be consolidated in any bankruptcy proceedings of PG&E
Corp. The basis of Standard & Poor's belief is, first, the
continuing economic viability of NEG and its subsidiaries and,
second, the perceived disincentives of PG&E Corp. or its
creditors to file NEG or its subsidiaries into bankruptcy (See
related article date Jan. 18, 2001).

In Standard & Poor's view, the effect of the ring-fencing is, at
worst, neutral to the creditors of PG&E Corp. Under the ring-
fencing structure in place, NEG has relieved PG&E Corp. of
potentially significant liabilities as guarantor while still
allowing PG&E to benefit from cash flow distributions (NEG and
its subsidiaries account for approximately 10% of cash flow to
PG&E Corp.) While such distributions may be subject to
restriction, Standard & Poor's believes any loss of liquidity to
PG&E Corp. resulting from such restriction is outweighed by the
benefit of transferring its obligations as guarantor to NEG.

NEG, a wholly owned subsidiary of PG&E Corp., has ownership and
management responsibilities in 30 power plants in 10 states,
with a combined generating capacity of nearly 7,700 MW and more
than 10,000 MW under construction or in advanced development.
NEG is also engaged in wholesale energy marketing and risk
management, which is conducted by ETH and owns GTN, a 612-mile
FERC-regulated pipeline, which extends from the Canadian border
to the California/Oregon border and transports 2.7 bcf/day of
natural gas.

NEG's rating is based primarily on NEG's stand-alone
creditworthiness. The triple-'B' rating reflects the following
risks:

      --  Asset concentration in the Northeast region of the
U.S., which is expected to contribute about 40% of the overall
corporate 10-year average cash flow;

      --  Concentration in natural gas-fired generating stations,
which are expected to comprise more than 50% of overall
corporate cash flow;

      --  Debt at PGen is structurally subordinated to more than
$1 billion of debt at the project level;

      --  Over the next 10 years, NEG will rely on merchant
generation for more than 30% of its overall cash flow;

      --  An aggressive construction program with more than 30%
of the 10-year average cash flow contributed by projects
currently under construction;

      --  Use of Siemens Westinghouse 501G and ABB GT24B turbines
in NEG's construction program, which are a less commercially
proven technology; and

      --  Bullet maturities and significant guarantees that will
have to be financed.

However, the following strengths offset the risks:

      --  Strong quality of cash flow-18% of NEG's 10-year
average cash flow coming from PG&E Gas Transmission, a single-
'A'-minus rated regulated pipeline;

      --  A portfolio of operating power projects, of which more
than 50% of the cash flow is contributed by investments that
have investment-grade characteristics;

      --  Over the past three years, NEG demonstrated a strong
operating record with availability averaging 94%; and

      --  Strong projected consolidated funds-from-operations
interest coverage at more than 4 times for the five-year period
through 2005.

Outlook: Stable

The stable outlook reflects the strong, stable and predictable
cash flow contributed from NEG's investments. Further, the
outlook anticipates a financial profile that remains strong in
comparison with its peers and demonstrates only gradual
improvement. A demonstrated ability to operate in a restructured
power market will be needed for any ratings upgrades, Standard &
Poor's said.


POLAROID CORP.: Fitch Cuts Senior Unsecured Debt Rating To B-
-------------------------------------------------------------
Polaroid Corp.'s senior unsecured debt is downgraded to `B-'
from `BB-' and its $350 million secured domestic bank facility
is lowered to `B+' from `BB'. Both ratings are placed on Rating
Watch Negative.

These actions follow the company's announcement that it has
received waivers on its bank loan covenants through May 15,
2001. In addition, while these waivers are not contingent on
asset sales, asset sale proceeds will be substantially lower
than previously expected.

At March 23, 2001, Polaroid's total debt outstanding was about
$970 million of which $544 million is due within one year
consisting of $394 million in bank agreements and $150 million
in senior notes.

Fitch had expected Polaroid to complete certain asset sales
during the first quarter 2001 in order to reduce borrowings.
These sales have not materialized and the ultimate outcome and
timing of these transactions remain uncertain.

Polaroid has taken several steps to free up cash flow for debt
reduction, including discontinuing its dividend of $27 million
per year, reducing capital expenditures and working capital, and
restructuring operations.

Nevertheless, these efforts will not be sufficient to offset the
reduction in asset sale proceeds. Furthermore, the company could
be facing a liquidity crisis given the level of debt due within
one year.

In addition, Polaroid has received waivers of the leverage and
interest coverage ratio covenants contained in its domestic and
UK credit agreements through May 15, 2001.

The waiver on the domestic facility grants the lenders a
security interest in substantially all of the company's personal
property, which has reduced asset coverage from the bondholders.
Polaroid is currently negotiating an amendment to its credit
agreements and pursuing new lending agreements. Of near-term
concern is Polaroid's ability to obtain an amendment to its bank
agreement by May 15.

Currently, the bank facilities are secured by a material portion
of Polaroid's corporate assets. Fitch's view is that this should
provide sufficient asset protection for the bank facilities to
receive full recovery. Thus there is a two notch differential in
ratings between the bank facilities and the unsecured
bondholders.

The ratings also consider declining sales of the company's
traditional core instant film product lines which are expected
to continue to exert downward pressure on the company's earnings
in 2001 and thereafter.

Apart from the issues of inventory reductions in retail channels
and a generally weaker economic outlook, the decline in
traditional film sales are associated with a migration to
digital imaging, particularly among the company's commercial
customer base.

These trends will continue to affect the company over the long
term. While the company's efforts to expand instant photography
products into new markets with youth-oriented products such as
the JoyCam and I-zone cameras have achieved good success, growth
in these areas has not been sufficient to offset the declines in
the more traditional 600 and 1200-format product lines.

Longer term, the company is developing new digital camera and
media product lines. The timing, success, and profitability of
these products, however, remains uncertain.

Further, digital imaging markets are expected to remain
intensely competitive, given the number of participants and the
broad technological and financial resources of many of these
participants. These factors will provide significant challenges
to Polaroid in establishing a successful niche in the digital
imaging market.

Fitch will continue to monitor the company's refinancing plans
and assess the credit impact of any changes. The Rating Watch
Negative status is expected to be resolved following the
resolution of the company's financing plans, the impact of any
new terms on the company's unsecured bondholders, and the
ability of the company to repay its debt due within the next 12
months.

Also considered will be the potential for further earnings
deterioration for the company and its ability to implement asset
sales.


SERVICE MERCHANDISE: Court Okays Procedures re Avoidance Actions
----------------------------------------------------------------
Pursuant to 11 U.S.C. Sections 102, 105, 101 and 554 and Rules
7016, 7026, 9007, 9018 and 9019 of the Bankruptcy Rules, Service
Merchandise Company, Inc. the Debtors sought and obtained
the Court's authority establishing omnibus procedures for:

      (a) initial filing and pretrial motion practice for
adversary proceedings under 11 U.S.C. Sections 544, 545, 547,
548 or 553 and similar adversary proceedings,

      (b) compromising and settling such actions, and

      (c) abandoning certain de minimis and other claims and
causes of action.

The uniform procedures have been crafted in anticipation of the
filing of more than 1,000 Adversary Proceedings related to the
commencement of avoidance and other statutory actions pursuant
to sections 544, 545, 547, 548 and 553, and the commencement of
other causes of action under applicable law. The Debtors also
intend to seek authority to stay some of the Adversary
Proceedings in order to make a determination as to whether to
abandon the Proceedings pursuant to section 554 of the
Bankruptcy Code and/or to negotiate consensual resolutions or
settlements with the defendants. About de minimis claims, the
Debtors explained that they have identified specific claims
which would prove burdensome to the estates to prosecute, either
in terms of the likely recovery or in terms of the detrimental
impact that bringing such actions would have on the Debtors'
continuing business.

The Debtors told the Court that the Committee concurs with their
proposal. However, there are areas in which the Debtors'
viewpoint differs from that of the Bank of New York, as
Indenture Trustee for holders of the 9% Senior Subordinated
Debentures issued by the Debtors.

Specifically, the Bank requested that,

      (1) any action filed against the Trustee or the Bondholders
be filed under seal and service of process be stayed for 30 days
from filing of the Complaint; and

      (2) the Court specify that the Order granting the motion
will not prejudice the rights of the Trustee or Bondholders to
seek a modification of any procedure in the Order after the
Action is filed.

In their objection to the motion, the Trustee told the Court
that if the Court grants the Trustee's request to seal the names
of individual Bondholders named in the Complaint for 30 days,
and stay service of process for the same period, the Trustee can
give the Bondholders notice that they will be sued, the legal
theories the Debtor is considering and provide contact persons
for dissemination of further information. The Trustee believes
that the Debtor will suffer no prejudice from implementing this
procedure, and the due process rights of the Bondholders will he
better served.

The Trustee explained that because the vast majority of the
beneficial interest in the Bonds is held in the hook-entry
system maintained by DTC, the Trustee does not know how many
beneficial owners of the Bonds exist, but the Trustee believes
that the total number of potential defendants to the Lawsuit
will be more than 1,000 and could be as high as 3,000 to even
12,000 individuals, many of whom the Trustee believes may be
senior citizens.

The case, the Trustee recaps, was originally filed as an
involuntary Chapter 11 March 14, 1999. The Debtor has advised
the Trustee that it intends to file suit to recover a payment of
approximately $13.5 million allegedly made by the Debtor on the
Bonds to the Trustee, in its capacity as Paying Agent, and
disbursed by the Trustee to the Bondholders on or about January
12, 1999. The Debtor obtained an order from the Court dated
February 8, 2001, pursuant to which the Trustee transmitted to
the Debtor a list of holders registered with the Trustee at the
time the Payments were sent. The List shows that approximately
$600,000 of the Payment was payable to 756 individuals,
companies and trusts, who were registered holders of the Bonds.
A majority of the payments payable to the 756 parties were in
increments of $225 and $450. The balance of the Payment
(approximately $12,900,000) was transmitted to The Depository
Trust Corporation (DTC), the registered holder of more than
$286,000,000 in principal amount of the Bonds. DTC holds these
Bonds in its name on behalf of the ultimate beneficial owners of
the Bonds, who are individual and institutional investors with
investment accounts at brokerage houses or other participants
maintaining accounts with DTC. Many participants through the DTC
system are brokerage firms. Presumably, many of the brokerage
firms have the Bonds on account for their individual customers.

Moreover, notwithstanding the fact that the Debtor has advised
the Trustee it intends to bring the Lawsuit in one action, the
Trustee believes that the specific facts and circumstances
applicable to thousands of defendants may be significantly
different. For instance, it is possible that some Bondholders
who are shown on the List as having received some portion of the
Payment sold their Bonds prior to receipt of the Payment and
such Payment was in fact directed to the purchaser of the Bonds,
in which case, such holder may not be a proper party to the
Lawsuit. Some Bondholders who received a portion of the Payment
may have passed away, making their estates the proper parties to
the Lawsuit (and certain procedures under state law thc
appropriate avenue of recovery).

The Trustee also explained that they need to have the court
acknowledge, in the Order, that the Trustee and Bondholders have
reserved their rights to seek a modification of the Order until
after the Complaint has been filed and the nature, extent and
site of the Action is known because it is impossible, at this
point, to know whether the procedures proposed by the Debtor
will work given the number of the defendants in the Action.

The Debtors contended that BNY's requests are unnecessary and
inappropriate. First, BNY is free to notify the holders of the
Debentures of the action. Moreover, the Debtors believe that
sealing the action would effectively prevent class
certification, which requires public notice. The Debtors
indicate that they intend to request the Court to certify a
defendant class pursuant to Fed. R. Bankr. P. 7023 and they
intend to serve process on potential class representatives and
act expeditiously to determine the issue of class certification,
which, if successful, could eliminate the necessity of personal
advice on thousands of defendants. The Debtors contended that
the delay occasioned by a sealing or stay of the action prior to
class certification could result in incurring administrative
expense that could otherwise be saved by seeking class
certification promptly.

As for the request that the Court modify the Procedures, the
Debtors contended that any party in interest is free to do so;
carving special rights for individual parties such as BNY would
undermine the Procedures and create uncertainty based on more
speculative concerns.

                    The Court's Order

The Court ordered that the BNY Objection is sustained and the
Debtors' motion is granted, as modified. Accordingly, the
Omnibus Procedures for Adversary Proceedings provide for:

                    (A) Commencement

     (1) The requirement set forth in Local Rule 7003-1, that an
adversary cover sheet in the form prescribed by the
Administrative Office of the United States Courts be filed is
waived; the requirement set forth in Local Rule 7016-1, that a
preliminary pretrial order in the form of Appendix H to the
Local Rules must be filed with each complaint is also waived.

      (2) The Court permits the Parties to file only an original
and 2 copies of any pleadings or other documents filed in the
Adversary Proceedings, one of which will be provided by the
Court to the approved official copy service.

      (3) The Debtors will work with the clerk of the Court in
advance of the filing of the Complaints and other required
papers, to identify a block of adversary proceeding case numbers
for the SMCO chapter 11 case and will then assign such case
numbers to the Adversary Proceedings prior to filing, with the
corresponding case number already printed in the caption; upon
filing of the Complaints, the Debtors will provide to the clerk
of the Court a list that identifies which case number was
assigned to which Adversary Proceeding.

      (4) The Debtors will be permitted, but not required, to
assign a Category Designation to an Adversary Proceeding that
the Debtors believe will assist them in quickly identifying
certain common aspects of the nature of such Adversary
Proceeding. If so designated, all documents and pleadings filed
in the Adversary Proceedings shall thereafter contain such
Category Designation in the Caption.

                    (B) Filing under Seal

      (1) To the extent the Debtors have filed a motion
requesting and/or obtained an order staying a particular
Adversary Proceeding prior to or contemporaneously with the
filing of the Complaint, the Debtors shall be permitted, but not
required, to file such Adversary Proceeding and related
documents under seal pursuant to Local Rule 9018-1; the Debtors
shall be permitted to omit the name of the applicable Defendant
from the caption of the case that is to be affixed to the front
of any sealed envelope containing a protected document, and the
clerk of the Court shall omit any such information from any
docketing.

      (2) The Court directs the clerk of the Court to accept for
filing documents in a Sealed Proceeding under seal in accordance
with the terms of Local Rule 9018-1, as modified by the Court
Order.

      (3) Only the Debtors and the Court shall have access to and
be permitted to review documents filed, submitted and/or
docketed in such a Sealed Proceeding.

      (4) The filings in a Sealed Proceeding will remain sealed
and subject to the protections in the Court's Order until the
earlier of:

          (a) entry of a final order denying a request to stay
              the Sealed Proceeding;

          (b) entry of a final order lifting, or any other proper
              termination of, a stay of the Sealed Proceeding;
              or,

          (c) entry of a final order unsealing the Sealed
              Proceeding, entered upon the request of the
              Debtors, without further notice or hearing, or upon
              the request of a party in interest, for good cause
              shown, after notice and a hearing.

      (5) Except for the procedures for the commencement and
sealing of Adversary Proceedings, during the time that an
Adversary Proceeding is sealed, the parties to such Sealed
Proceedings will not be required to comply with the pretrial
procedures set forth in the Court's Order.

                     (C) Service of Process

In addition to any other information required under Federal Rule
4(b) (made applicable by Bankruptcy Rule 7004(a)), the Debtors
may present, for issuance by the Court, summonses addressed to
the Defendants that are printed on one double-sided page,
(substantially in the form as that presented in the motion as
Exhibit 1), pre-printed on it:

      (a) all of the information, except the signature of the
clerk and seal of the Court, that is required under Federal Rule
4(a);

      (b) the applicable Response Deadline, set in accordance
with the terms of the Court's Order;

      (c) the applicable time, date and location set for the
First Pretrial Conference, provided that such date is set in the
terms of the Court's Order;

      (d) with respect to the certificate of service on the
reverse side of the summons:

          (i) the manner of expected service of process,

         (ii) the person(s) and place(s) expected to be served,
              and

        (iii) the name of the person expected to accomplish
              service of process;

provided that the certificate of service is to be signed and
verified only after service of process is actually accomplished,
and provided that a copy of the certificate of service, as
signed and verified, is filed with the Court in accordance with
Federal Rule 4(1) (made applicable by Bankruptcy Rule 7004(a)).

The date of issuance of a summons shall be the date such summons
is filed with the Court.

                       (D) Notices

The parties to the Adversary Proceedings are not required to
serve any pleadings, discovery or other documents filed or
required to be served in the Adversary Proceedings on any person
or entity that is not a party to the applicable Adversary
Proceeding.

                (E) Pretrial Schedule and Deadlines

* Omnibus Adversary Proceeding Docket Dates

      Unless otherwise specially set by the Court, all matters to
be heard at a hearing or a pretrial conference will be set by
the Court to be heard beginning at 9:30 a.m. (prevailing Central
Time) on [either the first or the third Wednesdays] of the month
in which such matter is to be heard (the Available Hearing
Dates).

* Response Deadline

      The Response Deadline for each efendant to, under
Bankruptcy Rule 7012, shall be set by the Debtors in the
respective summons, provided that the Response Deadline will not
be sooner than 45 days after the issuance of a corresponding
summons that is actually served of the relevant Defendant. To
the extent a motion is filed by a Defendant in accordance with
Bankruptcy Rule 7012(b), the Debtors will respond to such Motion
on or before 60 days following the Response Deadline. The Motion
and any response will be set by the Court at the First Pretrial
Conference for a hearing to occur on an Available Hearing Date
not sooner than 40 days after the First Pretrial Conference.

* Default Judgment

      Should a Defendant fail to file and serve a Response by the
Response Deadline, the Debtors may file and serve on such
Defendant a Notice of Default. If the Debtors file and serve
such Notice of Default on or before 10 days before the First
Pretrial Conference, and the Defendant to be defaulted fail to
appear at the First Pretrial Conference and fail to persuade the
Court that good cause exists for failing to timely file and
serve a Response, then the Court will enter a default judgment
against such Defendant for the sum set forth in the Notice of
Default, and any accompanying affidavit, as provided in Federal
Rule 55 (made applicable to the Adversary Proceedings by
Bankruptcy Rule 7055).

* First Pretrial Conference

      The Debtors will schedule each Adversary Proceeding for the
First Pretrial Conference on one of the following dates (each an
Available First Pretrial Date), each to begin at 9:30 a.m.,
(Prevailing Central Time in Courtroom 1, Customs House, 701
Broadway, Nashville, Tennessee:

              June 13, 2001
              June 20, 2001
              July 11, 2001
              July 18, 2001
              July 25, 2001
              August 1, 2001

The Debtors will schedule no more than 300 Adversary Proceedings
for each Available First Pretrial Date.

Upon written request of a Defendant that has an actual
scheduling conflict, the Debtors shall reschedule the First
Pretrial Conference to one of the other Available Dates that is
convenient for such Defendant and notify the Court accordingly;
provided, the Debtors are not required to reschedule more than
once for any particular Defendant.

At the First Pretrial Conference, the Court or the clerk of the
Court will call each of the Adversary Proceedings set on the
docket for that pretrial conference, at which time, for each
Adversary Proceeding, the clerk of the Court will:

      (a) if a Response has been filed by the Response Deadline,

          (i) set for the Second Pretrial Conference (as defined
              below), in accordance with in accordance with the
              procedures set forth in this Order and

         (ii) if applicable, set a hearing date and contingent
              answer  deadline for any Adversary Proceeding in
              which  Defendant has filed a motion permitted under
              Bankruptcy Rule 7012; or

      (b) if no Response was filed and if appropriate under the
procedures set forth in the Court's Order, enter a Default
Judgment against the applicable Defendant; or

      (c) if agreed to by the parties to the Adversary Proceeding
prior to the First Pretrial Conference, accept for consideration
by the Court an agreed order of compromise and settlement, in
accordance with the settlement authority granted the Debtors by
Court order or otherwise authorized by applicable bankruptcy
law.

* Second Pretrial Conference

      At the First Pretrial Conference, the clerk of the Court
shall schedule & second pretrial conference for each Adversary
Proceeding that is not resolved by default judgment or agreed
order of compromise and settlement prior to the First Pretrial
Conference. Such Second Pretrial Conferences shall be set on an
Available Hearing Date, not sooner than 120 days after the First
Pretrial Conference. At the Second Pretrial Conference, the
Court, in consultation with the parties, will (i) set a trial
date, (ii) establish any other necessary pretrial procedures,
deadlines and hearing dates, including discovery deadlines and
procedures and (iii) define and narrow the contested factual and
legal issues to be tried. The Court will also entertain any
requests by the parties for a settlement conference.

                     (F) Discovery

All discovery will be stayed until the Court orders otherwise at
the Second Pretrial Conference or upon notice and hearing, for
good cause shown; provided that, in any event, the parties to an
Adversary Proceeding shall not be required to respond to any
discovery requests sooner than 30 days following the last
scheduled Second Pretrial Conference for all of the Adversary
Proceedings, except as expressly provided for in the Court's
order, or as the Court orders, after notice and hearing, for
good cause shown.

Not later than 60 days after the First Pretrial Conference in
each Adversary Proceeding, unless such Adversary Proceeding has
been resolved prior to such time, the Debtors will complete the
required discovery disclosures in Local Rule 7026-lb(l)(i);
provided that such disclosures are limited and the Debtors shall
only be required to produce the Initial Debtor Documents, to the
extent such documents exist, are reasonably locatable and are
not subject to any privilege:

      -- copies of the Debtors' schedules, statements of
financial affairs, with any amendments to these;

      -- printouts of historical payment information for such
Defendant for the time period of December 1997 through the
Petition Date, stored electronically in the ordinary course of
the Debtors' business, including invoice numbers, invoice dates,
invoice amounts, amounts paid, purchase order reference numbers,
dates paid, and check numbers; and

      -- copies of any of the Debtors' audited financial
statements for the last fiscal year ending prior to the Petition
Date and the quarterly financial statements filed with the
Securities Exchange Commission during the one (1) year period
preceding the petition date.

The Debtors will make the Initial Debtor Documents available for
review, inspection and tagging for copying at the site where
such documents are stored in the ordinary course of the Debtors'
business, at the offices of Bass, Berry & Sims PLC or at some
other reasonably accessible location in Nashville, Tennessee
that the Debtors designate. The Initial Debtor Documents shall
be made available to the applicable Defendant (or employee of or
counsel for the Defendant), by appointment at a time that is
mutually convenient for both parties. Before being permitted to
review any documents, the individual(s) to perform the review
may be required to provide adequate identification and sign a
document for purposes of monitoring the custody of the
documents.

The Debtors will arrange for the copying of all documents tagged
by a Defendant and then forward the copied documents to the
Defendant as soon as practicable after the Debtors have received
full reimbursement from the Defendants for the cost of such
copies, which will not exceed 25 cents per page.

In making the Initial Debtor Documents available, the Debtors
may retain their records as they are kept in the ordinary course
of business and will not be required to separate out the files
or documents pertaining to a particular Defendant. The Debtors
will also be allowed to preserve and maintain the security of
the documents.

The Debtors and the Defendants in each Adversary Proceeding
will, not later than 60 days prior to trial, complete the
required discovery disclosures in Local Rule 7O26-1b(l)(iii),
and not later than 10 days prior to trial, complete the required
pretrial disclosures in Local Rule 7026-lb(2), unless the Court
orders otherwise or such Adversary Proceeding has been Resolved
prior to such time.

                    (G) Joint Pretrial Statement

Unless such Adversary Proceeding has been Resolved prior to such
time,

      -- Not later than 40 days prior to the Second Pretrial
Conference, the Debtors will serve on the other parties in such
Adversary Proceeding the Joint Pretrial Statement Draft.

      -- Not later than 30 days prior to the Second Pretrial
Conference, each Defendant will serve on the Debtors, a written
request for any requested modifications to the Joint Pretrial
Statement Draft.

      -- Not later than 20 days prior to the Second Pretrial
Conference, the Debtors and the Defendants will confer with each
other concerning any unresolved or disputed language to be
contained in the Joint Pretrial Statement.

      -- Not later than 10 days prior to the Second Pretrial
Conference, the Debtors will file with the Court a Joint
Pretrial Statement that contains: (i) a joint statement of
admitted or uncontested facts; (ii) & brief joint statement of
contested facts; (iii) a brief joint statement of contested
legal issues; and (iv) a list of statements of contested facts
or contested legal issues that were requested, but not agreed,
to be included in the Joint Pretrial Statement, along with the
identification of the party so requesting.

                (H) Stay of Other Pretrial Procedures

Except to the extent expressly provided in the Procedures as
approved by the Court, or by further order of the Court, upon
the request of a party in interest after notice and hearing, for
good cause shown, the filing of all pretrial motions and the
applicability of all other pretrial deadlines and procedural
requirements under the Bankruptcy Rules, Local Rules or prior
orders of the Court in these Chapter 11 cases, will be stayed
pending further order of the Court after the Second Pretrial
Conference in an Adversary Proceeding.

                      (I) Authority to Settle

The Debtors are granted discretionary authority, without further
notice or order of this Court, to compromise and settle
Adversary Proceedings for amounts that the Debtors determine in
their business judgment to be in the best interests of their
estates not less than 90% of the amount demanded in the
applicable Complaint.

For amounts between 80% and 90% of the amount demanded in the
applicable Complaint, such authority is subject to the debtors'
prior review with the Official Unsecured Creditors' Committee,
and if the Committee disagrees with the Debtors to such
compromise, the Debtors will submit the proposed compromise by
motion to the Court for approval.

                     (J) Abandonment Authority

The Debtors are granted authority to abandon all claims and
causes of action arising under 11 U.S.C. Sections 544, 545, 547,
548 or 553, where the Debtors would assert a right to a judgment
of $5000 or less, and all Debit Balance Claims where the Debtors
would assert a right to a judgment of $2,500 or less. The
Debtors are also granted authority to abandon all Landlord
Claims, Customer Refund Claims and Employee Reimbursement
Claims.

        (K) Authority for Third Parties to Certain Pursue Actions

The Committee is authorized, without further notice or order of
the Court, to pursue on behalf of the Debtors' estates and take
over all case management and prosecution of Adversary Proceeding
arising under 11 U.S.C. Sections 544, 545, 547, 548 or 553,

      (i) where at the Debtors' request, the Committee consents
to pursue such action, or

     (ii) where the Debtors choose not to pursue such Adversary
Proceeding and the Committee desires to pursue such Adversary
Proceeding on behalf of the estates.

The Court's order provides that the Committee is free to choose
whether or not to pursue a particular Adversary Proceeding.

The Court also authorized the Debtors, without further notice or
order of the Court, to expand the previously approved scope of
representation of the Debtors by Burch, Porter & Johnson, which
has been retained as special counsel to the Debtors in other
matters, to include Adversary Proceedings, provided that Burch,
Porter is free to choose whether or not to accept representation
of the Debtors in a particular Adversary Proceeding.

          (L) Modification of Pretrial Procedures

Either the Debtors or any Defendant, including the Bank of New
York, may file a motion to alter or amend these procedures for a
particular Adversary Proceeding or for a particular set of
Adversary Proceedings for cause shown.

              (M) Notice of Pretrial Procedures

A copy of the Court's Order on the Procedures, and notice of
this order, will be served on each Defendant, along with the
service of the corresponding summons and Complaint in accordance
with the terms of the Court's Order and the Bankruptcy Rules.

       (N) Temporary Stay and Sealing of Bondholder Actions

The Court expressly specifies that any Adversary Proceeding
filed against Bank of New York, as Trustee, or against any of
the Bondholders with respect to recovery of any portion of the
approximately $13.5 million in alleged payments made to Bank of
New York on account of the Debentures in January, 1999 will be
sealed and service of process will be stayed for 30 days
following the filing of the complaint. During such period, the
Debtors shall provide Bank of New York with a copy of such
complaint and Bank of New York may send notice of the pendency
of such action to the Bondholders. (Service Merchandise
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SOURCE MEDIA: Posts 19.8 Million Net Loss For the Year 2000
-----------------------------------------------------------
Source Media Inc. had monetary revenues of $17.9 million and net
loss attributable to common stockholders of $19.8 million in the
year ended December 31, 2000, as compared to monetary revenues
of $19.1 million and net loss attributable to common
stockholders of $40 million for the year ended December 31,
1999. Total assets decreased to $31.1 million from $58.0 million
during the year ended December 31, 2000, primarily as a result
of the sale of Source Media's joint venture with Insight
Interactive LLC to Liberate Technologies.

The independent auditors' report upon the Company's consolidated
financial statements for the year ended December 31, 2000 will
contain an explanatory paragraph identifying certain factors
that raise substantial doubt about the Company's ability to
continue as a going concern. Source Media believes these factors
include the net loss described in the previous paragraph, a
potential requirement to provide additional funding for the
SourceSuite joint venture during 2001, and the obligation to pay
interest payments of approximately $5.3 million each due on May
1 and November 1, 2001.

Due to these recent developments changes have been required to
the disclosures contained in the Annual Report on Form 10-K. The
Company was unable to make such changes within the prescribed
time period without unreasonable effort or expense so Source
Media has advised the SEC that filing of these documents will be
delayed.


STAMPEDE WORLDWIDE: Files For Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Stampede Worldwide, Inc., (OTC Bulletin Board: STPW),
(http://www.stampedeinc.com)filed a voluntary petition under
Chapter 11 of the Bankruptcy Code. The Company is a holding
company with two active subsidiaries, Stampede Network.com,
Inc., an Internet solutions provider, and Chronicle Commercial
Printing, Inc., a commercial cold set, web press operation in
Tampa, Florida. On March 30, 2001, the Company announced the
suspension of operations in its Internet solutions, flexible
staffing and retail computer sales subsidiaries. Notwithstanding
this suspension of operations, Stampede Network.com will
continue its solutions business on a scaled down basis and its
Web hosting services for existing clients. And, the Company
intends to continue its emphasis on new sales for its commercial
printing operation, which could double production. The
bankruptcy filing does not include the subsidiary companies.
Reductions in personnel over the past three months has reduced
payroll expense by approximately $35,000 a week.

Company management has determined that the continued sale of
common stock to provide operating funds is a short term strategy
which cannot be sustained in view of the general, dramatic and
continuing downturn in the technology sector, including the
retail computer market, and uncertainty as to when or if this
sector will recover. Significantly, all of the Company's
prospects and customers in Internet solutions and custom
software development have delayed their projects beyond the next
six months. As a new entrant into Internet and mail order
catalog sales of computers and related goods, this line of
business has been a casualty of general market conditions.
On February 13, 2001, the Company announced a memorandum of
understanding for a merger of its dormant information technology
training subsidiary with Specialized Solutions, Inc., a provider
of customized technical training. This subsidiary, i-Academy,
Inc., expects to continue with the merger, including the
relocation of Specialized's corporate offices and operations to
the Company's facilities under a lease at current market rates.
The Company's planned distribution to its stockholders of 2.5
million shares of the surviving company in the merger, pursuant
to a registration statement, can only be accomplished within the
framework of a reorganization under Chapter 11, in view of the
Company's present financial condition.

John V. Whitman, Jr., the Company's president and chairman,
stated: "The market for information technology training seems to
be holding steady despite other factors in the economy. We
believe the merger and spin-off of Specialized represents the
most expedient means of providing sustainable value to our
stockholders. And, the value of Specialized's stock which the
Company retains for investment is expected to enhance the value
in the Company's stock and provide a foundation for a post
reorganization strategy. The Chapter 11 filing and
reorganization will provide time and a means for management to
develop and implement a viable strategy for future operations.
The Company's stock will continue to trade under the symbol
(STPWQ). The Q will be placed at the end of our symbol by the
NASD indicating we are in Chapter 11 reorganization and will
remain there until we are dismissed by the court."

In a related matter, the Company's three independent directors
resigned on April 3, citing the lack of time which they would
have available to devote to their responsibilities as directors
while the Company works its way through reorganization.

Stampede Worldwide, Inc. is engaged in the ongoing businesses of
providing Internet solutions and commercial web offset printing
through its Stampede Network.com and Chronicle Commercial
Printing subsidiaries. The Company also owns three subsidiaries
which were engaged in the technology sector: Spiderscape, Inc.,
i-Academy, Inc. and Stampede Quest.


SUMMIT CBO: Moody's Places Four Classes Of Notes On Watch
---------------------------------------------------------
Moody's Investors Service was forced to put on negative
watchlist four notes issued by Summit CBO I, Limited for
possible downgrade.

The bond rating agency said the deterioration of the credit
quality of the company's collateral pool and par losses due to
defaults triggered the adverse action.

Moody's noted that, in the latest monthly report of Summit CBO I
(dated January 31, 2001), the weighted average rating factor,
including Defaulted Securities, was 3256 (2600 limit) and the 5%
limit on the securities rated Caa1 or lower, also including
Defaulted Securities, was in violation (31.5% actual).

The following are the notes placed on the negative watchlist:

      -- $37 million Class B second priority senior secured
         floating rate notes currently rated Aa3

      -- $36 million Class C secured senior subordinate notes
         currently rated Baa2

      -- $6 million secured subordinate notes currently rated Ba2

      -- $13 million secured subordinate notes currently rated B1


SUNTERRA: Court Gives Nod On $160MM Loan From Greenwich Capital
---------------------------------------------------------------
A bankruptcy court on Tuesday authorized Sunterra Corp. to
borrow under a new $160 million debtor-in-possession (DIP) loan
to be provided by Greenwich Capital Financial Products Inc., a
subsidiary of Royal Bank of Scotland. Joel I. Sher of Shapiro
Sher & Guinot P.A. in Baltimore, who serves as counsel for a
committee representing the Orlando-based timeshare company's
unsecured creditors, told DBR Tuesday that the new loan will
allow Sunterra to take out its existing $46 million DIP loan
with Ableco Finance LLC. Ableco Finance is a special situations
lending company affiliated with Cerberus Capital Management L.P.
and Gabriel Capital Group. (ABI World, April 6, 2001)


TATHAM OFFSHORE: PwC Resigns As Independent Accountants
-------------------------------------------------------
On March 28, 2001 PricewaterhouseCoopers LLP resigned as the
independent accountants of Tatham Offshore, Inc.

The reports of PricewaterhouseCoopers LLP on the financial
statements of Tatham Offshore, Inc., for each of the past two
fiscal years, contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.

New independent accountants have not been appointed by Tatham at
this time.


TRANS WORLD: Reaches Key Agreement On Contract Waiver With Union
----------------------------------------------------------------
Trans World Airlines Inc. (TWA) has reached an agreement on
contract waivers with its largest union just days before its
asset sale to AMR Corp's American Airlines is expected to close.
The bankrupt airline needed the agreement with the International
Association of Machinists and Aerospace Workers (IAM), which
represents the vast majority of TWA's 20,000 workers, in order
for the deal to close. The TWA branch of the Air Line Pilots
Association reached a similar agreement with the airline on
Tuesday.

If an agreement had not been made with the IAM, the bankrupt
airline was prepared to ask the federal bankruptcy court in
Delaware, which is overseeing the sale, to reject its entire
labor agreement with the IAM. A final hearing on the asset sale
is scheduled for today before U.S. Bankruptcy Judge Peter Walsh
in Wilmington, Del. (ABI World, April 6, 2001)


URSUS TELECOM: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Ursus Telecom Corporation (Nasdaq:UTCC) along with Access
Authority, Inc., one of its wholly owned subsidiaries, have
filed for U.S. Bankruptcy Code Chapter 11 protection Friday.

Luca Giussani, Chief Executive Officer of Ursus Telecom stated:
"The Company is taking this step reluctantly, however, the
filing will allow us to maintain our operation while the we
develop and submits a plan of reorganization."

                    About Ursus Telecom

Ursus, a specialist in carrier grade VoIP solutions worldwide,
is an international long distance carrier that provides VoIP,
long-distance, direct-dial, value-added and Internet-based
services. Ursus has retail operations throughout Latin America,
the Middle East, Africa and Europe, along with wholesale and
retail operations in the United States. Ursus is also a licensed
national and international long-distance carrier in Argentina
and Peru.


WHEELING-PITTSBURGH: Cuts 50 Jobs To Reduce Costs
-------------------------------------------------
Wheeling-Pittsburgh Steel Corporation reduced its management
staff by approximately 50 employees. The action was taken in
response to the negative economic environment within the steel
industry. With these reductions, the company's salaried
workforce has been reduced by nearly 15 percent since the Nov.
16, 2000, bankruptcy filing.

"Steel markets continue to be adversely affected by the steel
import crisis," said James G. Bradley, President and Chief
Executive Officer of Wheeling-Pittsburgh Steel. "This reduction
in our salaried workforce is a difficult but necessary measure
that will lower our costs and help position Wheeling-Pittsburgh
Steel as a strong and viable company when it emerges from
bankruptcy."

In addition to staff reductions, Wheeling-Pittsburgh Steel has
reduced its capital expenditures for 2001, eliminated training
and other discretionary spending, and had temporary layoffs of
as many as 1,500 employees in its plants.

Wheeling-Pittsburgh Steel is the ninth largest domestic
integrated steelmaker.


WORLD ACCESS: Noteholders Agree to Stay Involuntary Petition
------------------------------------------------------------
World Access, Inc. (Nasdaq: WAXS) reached a definitive agreement
with the holders of its 13.25% Senior Notes to stay their
previously announced petition for involuntary bankruptcy. Under
the terms of the agreement, the noteholders, who filed a
petition for involuntary bankruptcy in Delaware on April 4,
would stay the petition indefinitely, allowing World Access to
continue to operate outside the construct of a bankruptcy case.

In exchange for the stay of the petition, World Access will
afford noteholders an oversight opportunity and the ability to
approve certain extraordinary expenditures.

World Access' noteholders also approved a funding plan to meet
the obligations of its subsidiary, TelDaFax AG, to Deutsche
Telekom AG ("DT"), in accordance with previously discussed
terms. The Company and DT have executed an agreement pursuant to
which TelDaFax's circuits will be reconnected by Saturday,
April 7.

                    About World Access

World Access is focused on being a leading provider of bundled
voice, data and Internet services to small- to medium-sized
business customers located throughout Europe. In order to
accelerate its progress toward a leadership position in Europe,
World Access is acting as a consolidator for the highly
fragmented retail telecom services market, with the objective of
amassing a substantial and fully integrated business customer
base. To date, the Company has acquired several strategic
assets, including Facilicom International, which operates a Pan-
European long distance network and carries traffic for carrier
customers, NETnet, with retail sales operations in 9 European
countries, and WorldxChange, with retail accounts in the US and
Europe. World Access, branding as NETnet, offers services
throughout Europe, including long distance, internet access and
mobile services. The Company provides end-to- end international
communication services over an advanced asynchronous transfer
mode internal network that includes gateway and tandem switches,
an extensive fiber network encompassing tens of millions of
circuit miles and satellite facilities. For additional
information regarding World Access, please refer to the
Company's website at www.waxs.com


                            *********


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

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

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

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


                           *********


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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Larri-Nil Veloso, 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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