TCR_Public/010417.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 17, 2001, Vol. 5, No. 75

                            Headlines

BIOSPECIFICS: Receives Nasdaq's Notice Of Delisting
BOLDER TECH: Case Summary And 20 Largest Unsecured Creditors
CLARK MATERIAL: Taps Glass & Associates as Management Consultant
COLO.COM: Retains Dresdner To Explore Restructuring Alternatives
CONTINENTAL GLOBAL: Moody's Downgrades Senior Notes To Caa3

CONVERSE INC.: Delaware Court Okays Asset Sale To Footwear
CORAM HEALTHCARE: Equity Committee Taps Credit Suisse As Advisor
CRIIMI MAE: Scheduled to Emerge From Bankruptcy Today
CRIIMI MAE: Reports Fourth Quarter And Year-End 2000 Results
CYBERCASH: VeriSign & FDMS To Buy Operating Assets For $20.4 Mil

DANKA BUSINESS: Amends Senior Credit Facility Debt Covenants
FITCHBURG MUTUAL: S&P Affirms BBpi Financial Strength Rating
FRUIT OF THE LOOM: Creditors Move To Stay Confirmation Process
GENESIS HEALTH: Inks Multi-Year Contract With CareFirst
GLOBAL SURETY: S&P Affirms BBpi Financial Strength Rating

GORGES HOLDING: Seeks Court Approval of Retention Plan
GRAND COURT: Two Top Level Executives Resigning on May 1
HARNISCHFEGER: Selling Wisconsin Property To Shuler For $290,000
HOME INTERIORS: Moody's Cuts Senior Debt Ratings to Junk Levels
HOMESEEKERS.COM: Plans To Appeal Nasdaq's Move To Delist Shares

ICG COMM: Telecom Terminates San Leandro Real Property Lease
LFG LLC: Chicago Trading Firm Files for Chapter 11 Bankruptcy
LOEWEN GROUP: Teddy Parnell Seeks Relief From Automatic Stay
LOGOATHLETIC: Asks Court To Establish May 31 Bar Date
LOUDEYE: Lays Off 45% Of Staff & Closes Certain Operations

LTV CORPORATION: Proposes Key Employee Severance Program
MONTGOMERY WARD: Kane Makes $3 Mil Offer for St. Charles Lease
NC GRANGE: S&P Affirms Insurer's Bpi Financial Strength Rating
NEWCOR INC.: Shareholders' Meeting Set For May 10 In Michigan
OCEAN HARBOR: S&P Holds Insurer's BBpi Financial Strength Rating

OUTPOST.COM: Unable To Raise Needed Money To Continue Operations
OWENS CORNING: Assumes And Assigns Dallas Lease To Radiologix
PACIFIC GAS: Court Okays Use Of Gas Suppliers' Cash Collateral
PACIFIC GAS: Says It Can Settle With Creditors In 4-6 Months
PACIFIC GAS: Judge Denies Generators to Terminate Power Contract

REPUBLIC TECHNOLOGIES: Bankruptcy Filing Triggers Ratings Cut
SANTA FE GAMING: Stockholders To Meet In Nevada On May 11
SUNBEAM CORPORATION: Franklin Mutual Reports 10.4% Equity Stake
TEKGRAF INC.: Shares Face Delisting From The Nasdaq Market
TESSERACT GROUP: Sells Certain Assets To Education Property

UNDERWRITERS: S&P Gives Insurer Bpi Financial Strength Rating
VENCOR INC.: US Trustee Objects To Payment of HSBC's Fees
W.R. GRACE: Court Okays Continued Use Of Current Business Forms
WARNACO GROUP: Obtains Waiver of Loan Covenant Defaults
WEBVAN GROUP: George Shaheen Steps Down As Chairman and CEO

                            *********

BIOSPECIFICS: Receives Nasdaq's Notice Of Delisting
---------------------------------------------------
BioSpecifics Technologies Corp. (Nasdaq: BSTC) received a Nasdaq
Staff Determination on April 10, 2001 notifying it that its
common stock has failed to maintain a minimum market value of
public float of $5,000,000 as required by the Nasdaq National
Market under Marketplace Rule 4450(a) (2), and that its
securities are, therefore, subject to delisting from The Nasdaq
National Market. The Company intends to request a hearing before
a Nasdaq Listing Qualifications Panel to review the Staff
Determination. There can be no assurance the Panel will grant
the Company's request for continued listing on the Nasdaq
National Market. The Company may apply to list its securities on
the Nasdaq SmallCap Market if it satisfies the requirements for
listing on the SmallCap Market.

Founded in 1990, BioSpecifics Technologies Corp. is a
biopharmaceutical company with a focus on wound healing and
tissue remodeling. It has pioneered the application of
collagenase for several disease conditions, notably dermal
ulcers, pressure sores (bedsores), and second and third degree
burns. BioSpecifics produces Collagenase ABC, the essential
ingredient in the prescription drug Collagenase Santyl(R)
Ointment sold in the United States, and under other trademarks
abroad. Phase 2 clinical trials are near completion in the U.S.
for the use of injectable collagenase in treating Dupuytren's
disease. Clinical and laboratory investigations further
profiling the potential role of collagenase and its
pharmacological activity for Peyronie's disease and in wound
healing are being pursued.


BOLDER TECH: Case Summary And 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bolder Technologies Corporation
         4403 Table Mountain Drive
         Golden, CO 80403

Type of Business: Develops, manufactures, and sells batteries
                   primarily for automotive and marine use.

Chapter 11 Petition Date: April 13, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-01412

Debtor's Counsel: Steven M. Yoder, Esq.
                   Christopher A. Ward, Esq.
                   The Bayard Firm
                   222 Delaware Avenue, Suite 900
                   P.O. Box 25130
                   Wilmington, DE 19899
                   (302) 655-5000

                        and

                   Brent R. Cohen, Esq.
                   Rothgerber Johnson & Lyons LLP
                   1200 17th Street, Suite 3000
                   Denver, Colorado 98202
                   (303) 623-9000

Total Assets: $9,800,000

Total Debts: $8,046,646

List Of Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Same Time Electronics, Ltd.           $357,589
Block 1, 17/F
Kingsford Ind. Bldg., 26-32
Kwai Heist, Kwai Chung
Hong Kong

Peak Industries LLC                   $314,877
4300 Road 18
Longmont CO 80504

RD Systems Inc.                        $78,815

TDP-Technology Driven Prod             $58,352

XPEDX                                  $55,719

FAI Electronics                        $35,079

Amherst Reeves Worldwide               $25,028

Proteus Design                         $22,511

Flextronics Int'l                      $22,100

Walden Manufacturing                   $21,268

Novus Marketing                        $20,385

Rockford Specialties Co.               $20,104

Total Power Int'l Inc.                 $19,785

Mountain States Automation             $19,462

Weber Screwdriving Sys Inc.            $13,402

Ryall Electric Supply Co.              $13,137

Dynaload/Transistor Devices            $12,300

TWA Airlines, Inc.                     $12,083

Molded Rubber & Plastic Corp.          $11,768

Dell Direct Sales LP                    $9,872


CLARK MATERIAL: Taps Glass & Associates as Management Consultant
----------------------------------------------------------------
Clark Material Handling Company, et al. sought a court order
authorizing the retention and employment of Glass & Associates,
Inc. as management consultants to the debtors.

Glass services will include among others:

      * Assist in analyzing the business operations, properties,
financial condition and prospects of the debtors as requested;

      * Consult with and assist with the development and
implementation of strategic business plans';

      * Assist in cash management including analysis of cash
receipts and disbursements;

      * Assist in streamlining operations and improving operating
performance;

      * Assist in review or development of labeler and employee
compensation arrangements;

      * Assist in negotiations with customers and vendors;

      * Assist the debtors in the identification of and, to the
extent requested, consultation related to the implementation of
internal cost reduction plans;

      * Attend meetings with bank lenders, bond holders and the
creditors' committee as requested by he debtors;

      * Assist the debtors in the evaluation of offers, if any,
to acquire Company assets;

      * Attend meetings of debtors' management and counsel
focused on the coordination of resources related to the ongoing
bankruptcy reorganization effort;

      * Assist the debtor in analyzing additional sources of
funding including DIP financing and/or equity infusions;

Glass, at the request of the debtors, will provide additional
management consulting services deemed appropriate and necessary
for the benefit of the debtors' estate.

The actual professional fees earned by Glass will be calculated
at hourly rates ranging from $125 for an associate to $400 for a
founding principal.


COLO.COM: Retains Dresdner To Explore Restructuring Alternatives
----------------------------------------------------------------
COLO.COM(SM) has engaged Dresdner Kleinwort Wasserstein, Inc., a
leading investment banking firm, as a financial advisor to
assist in evaluating a broad range of strategic, restructuring
and financial options.

The company also announced that David H. Stanley, general
counsel, has assumed additional responsibilities as the
executive in charge of restructuring, reporting to chairman and
chief executive officer Charles M. Skibo.

                    About COLO.COM

Based in the San Francisco Bay Area, COLO.COM is building the
infrastructure for a content-rich, broadband, interactive world
by housing advanced networks and applications close to end-
users. COLO.COM has in operation 27 Neutral Optical Hubs --
best-in-class, carrier-neutral colocation facilities -- in major
metropolitan areas across the United States. The company's
customers are long distance carriers, competitive local exchange
carriers (CLECs), Internet Service Providers (ISPs) and other
Internet-based businesses that need to deploy rapidly to the
network's edge. Its telco-grade facilities provide customers
with advanced redundant systems for electric power, temperature
and humidity control, fire protection and security for their
servers and other networking equipment. For more information,
see www.colo.com


CONTINENTAL GLOBAL: Moody's Downgrades Senior Notes To Caa3
-----------------------------------------------------------
Moody's Investors Service cut the ratings of Continental Global
Group, Inc., after it announced that it began a tender offer to
purchase up to $54 million of its outstanding $120 million of
11% Series B guaranteed senior notes, due 2007, at a price of
38% of par value. The rating on the notes was lowered to Caa3
from Caa1.

Moody's also lowered the following:

      * company's senior implied rating to Caa3 from Caa1

      * its senior unsecured issuer rating to Ca from Caa2.

The rating outlook is stable while approximately $120 Million of
debt securities were affected by the downgrades.

Moody's states that following consummation of the offer, the
company will still be heavily indebted, with total debt of $101
million and even after taking into account expected financial
improvements in 2001, pro forma leverage will remain a high
multiple of EBITDA and free cash flow.

The tender offer will also significantly reduce Continental
Global's liquidity, leaving it with limited financial
flexibility to meet working capital needs or unforeseen
operating problems, according to Moody's. The company reportedly
expects to fund the tender offer with approximately $13 million
of cash, a new $8 million term loan, and modest drawings under
its revolving line of credit. Availability under its domestic
revolver is approximately $12 million, Moody's says.

Also, while Moody's expects Continental Global's sales to
benefit from the rejuvenation of the coal industry, its cash
flow and profitability measures are likely to remain weak.

Continental Global Group, Inc. is a holding company located in
Winfield, Alabama with operating subsidiaries in the US,
Australia, the UK, and South Africa, Continental Global. The
company is engaged in the design, manufacture, and installation
of conveyor equipment systems, primarily for mining applications
in the coal industry.


CONVERSE INC.: Delaware Court Okays Asset Sale To Footwear
----------------------------------------------------------
The sale of substantially all of the assets of Converse Inc.
(OTC BB: CVEO) to Footwear Acquisition, Inc. was approved by the
US Bankruptcy Court in Delaware. Footwear will acquire
Converse's trademarks and other intellectual property, accounts
receivable, inventory and certain other assets for a cash
purchase price of $117,500,000, subject to adjustments. The
closing of the transaction is anticipated to take place on or
about April 30, 2001.

Footwear is led by Marsden Cason, William Simon and Perseus
Acquisition/ Recapitilization Fund, L.L.C. Cason and Simon have
extensive experience owning and operating branded sporting goods
companies. Most recently, the two successfully revitalized The
North Face, Inc., taking it public in 1996. Perseus
Acquisition/Recapitalization Fund, L.L.C. is a private equity
fund formed to back successful management teams and make
substantial investments in leveraged acquisitions and
recapitalizations of operating companies. It is managed by an
affiliate of Perseus, L.L.C., a private equity firm with offices
in New York, N.Y. and Washington, D.C.

Glenn N. Rupp, Chairman and CEO of Converse said: "We are
delighted that the sale has been approved by the court. This is
an extremely positive development for the Converse brand and our
partners in the United States and worldwide."

Cason and Simon said: "We are excited to gain control of this
great global brand. We intend to inject the energy and resources
required to take advantage of Converse's tremendous heritage.
Expect us to maintain the positioning of Converse in its current
distribution channels, both in the U.S. and with its many
licensee partners around the world. We wish to assure Converse's
customers that we will fulfill supply commitments for 2001 and
beyond. We expect a seamless transition over the coming months."


CORAM HEALTHCARE: Equity Committee Taps Credit Suisse As Advisor
----------------------------------------------------------------
The Equity Committee of Coram Healthcare Corporation filed with
the US Bankruptcy Court, Wilmington, applied for an order
appointing Credit Suisse First Boston Corporation ("CSFB") as
financial advisor to the Equity Committee.

CSFB will provide the following services:

      * Assist the Equity Committee in reviewing and analyzing
        and evaluating CHC,  including evaluating CHC projections
        prepared by its management evaluating Chanin Capital
        Partners' valuation analysis of the company, assessing
        the  capacity of CHC to service indebtedness in the
        future and assessing potential financial and structural
        improvements. SCFB will work with accountants retained by
        the Equity Committee;

      * Advise the Equity Committee on the market value of the
        CHC's equity  securities owned by the Equity Committee
        members and assist the Equity Committee in presenting
        such valuation proposition to the various other
        constituencies, based on, among other things, CSFB's
        knowledge of the market characteristics of completed
        restructuring and build consensus among such
        constituencies in light of their disparate interests and
        return objectives;

      * Assist the Equity Committee in analyzing any plan or
        plans of reorganization proposed by the CHC or others
        and/or assist the Equity Committee in formulating a
        restructuring Plan, including assisting in the plan
        negotiation and plan confirmation process, preparation
        and presentation of expert testimony relating to
        financial matters, if required.

Under the terms of the Engagement Letter, CSFB is to receive
$200,000 per month for these services for an initial term of two
months, that may be extended.


CRIIMI MAE: Scheduled to Emerge From Bankruptcy Today
-----------------------------------------------------
The date for CRIIMI MAE Inc. (NYSE: CMM) to emerge from
bankruptcy has been set for today, April 17th.

In a Motion filed in the United States Bankruptcy Court for the
District of Maryland, Greenbelt Division, all of the key parties
to CRIIMI MAE's Chapter 11 proceeding said that they have
finalized and signed certain essential documents needed to fund
CRIIMI MAE's recapitalization. Subject to closing conditions,
the Motion also said that the parties "plan to sign the
miscellaneous closing documents, disburse the funds and
consummate the Effective Date of the Plan today, April 17th."

The Motion indicated that the signed funding documents include a
Repurchase Agreement, an Intercreditor Agreement and two Senior
Secured Note Indentures.

"The execution of these major documents should put us in
position to fund the reorganization and emerge from bankruptcy
on Tuesday. All sides of the table worked very hard to get to
this point, and their efforts are greatly appreciated," said
David B. Iannarone, Executive Vice President.

The Motion further stated that due to the Easter weekend holiday
and disruption of normal banking schedules, the parties were
unable to finalize the miscellaneous closing documents, and
consummate the transaction prior to Tuesday.

The parties to the Motion were the Company, the Official
Committee of Unsecured Creditors of CRIIMI MAE Inc., Merrill
Lynch Mortgage Capital Inc. and German American Capital
Corporation.

The Court cleared the way for the closing by approving an
extension of the date by which CRIIMI MAE's plan of
reorganization must become effective Tuesday, April 17, 2001.


CRIIMI MAE: Reports Fourth Quarter And Year-End 2000 Results
------------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) reported results for the fourth
quarter and the year ended December 31, 2000.

For the year ended December 31, 2000, CRIIMI MAE reported a net
loss under generally accepted accounting principles (GAAP) of
approximately $155.5 million or $2.50 per basic and diluted
share. This compares to a net loss of approximately $132.4
million or $2.45 per basic and diluted share for the year ended
December 31, 1999.

For the fourth quarter of 2000, the net loss was approximately
$118.8 million, or a net loss of $1.91 per basic and diluted
share versus a net loss for the prior year's fourth quarter of
approximately $151.9 million, or $2.72 per basic and diluted
share.

As of December 31, 2000, shareholders' equity was approximately
$268 million as compared to approximately $219 million as of
December 31, 1999.

The net loss for the quarter and year ended December 31, 2000
was primarily the result of impairment charges related to the
Company's retained portfolio of CMBS, a loss related to the sale
of the Company's interest in CRIIMI MAE CMBS Corp. Series 1998-1
("CMO-IV") and impairment and other charges related to the CMBS
sold as part of the Company's reorganization.

Along with the slowing U.S. economy, the commercial mortgage
loans underlying the Company's CMBS assets have experienced an
increase in defaults and delinquencies. The majority of such
increases are concentrated in mortgages backed by certain hotel
and retail property types located in various markets. Mortgage
loans requiring special servicing were $443.5 million, $310.6
million, and $283.1 million at March 31, 2001, December 31,
2000, and December 31, 1999, respectively. As a percentage of
the unpaid principal balance of the mortgage loans underlying
the Company's retained CMBS, such amounts represented 2.2%,
1.5%, and 1.0%, respectively. In consideration of these
circumstances, the Company increased its total estimated credit
losses related to the CMBS as of December 31, 2000 resulting in
the recognition of an accounting impairment charge of
approximately $143.5 million. Substantially all of this
impairment charge was previously recognized through
shareholders' equity as an unrealized loss. Impairment is
recognized when the Company determines that the decline in fair
value is "other than temporary."

In addition to impairment recognized on the Company's retained
CMBS, the results for 2000 include approximately $15.8 million
of impairment charges related to the CMBS Sale, which was
completed in November 2000. The Company had previously
recognized $156.9 million of impairment charges related to the
CMBS Sale for the year ended December 1999.

Results for 2000 also included a net loss of $31 million on the
sale of the CMO-IV bonds. Such sale was in connection with the
Company's reorganization plan and was completed in November
2000. The $31 million net loss consisted of a $45.8 million
write down to fair value of the Company's investment in
originated loans (classified as a reorganization item in the
third quarter of 2000) and a gain of approximately $14.8 million
related to the extinguishment of the related debt (classified as
an extraordinary item in the fourth quarter of 2000).

Net interest margin decreased for the three and the twelve
months ended December 31, 2000 versus the same periods in 1999.
The net interest margin for the three months ended December 31,
2000 was $10.8 million versus $15.4 million for the same period
in 1999. The net interest margin for the year ended December 31,
2000 was approximately $55.9 million compared to approximately
$71.0 million for 1999. The decrease in the net interest margin
for these periods in 2000 was due primarily to the sale of CMBS
subject to the CMBS Sale. The reduced bond holdings cause both
interest income and interest expense to decline. Additionally,
the net interest margin decreased due to loan prepayments in the
Company's insured mortgage portfolio and the sale of CMO-IV.

Shareholders' equity of approximately $268 million approximated
$1.70 per diluted share (based on approximately 124 million
diluted shares outstanding) as of December 31, 2000. As of April
13, 2001, there are approximately 99.0 million shares of common
stock issued and outstanding as compared to approximately 62.4
million shares as of December 31, 2000. The increase is
primarily a result of conversions of shares of Series E
Cumulative Convertible Preferred Stock into approximately 4.1
million common shares and the conversions of Series G Preferred
Stock into approximately 32.5 million common shares during the
first quarter of 2001.

For the year ended December 31, 2000, the Company estimated its
tax net operating loss (the "NOL") at approximately $50 million
or 79 cents per share. The NOL includes the recognition of $120
million of the January 2000 Loss (as more fully described
below), approximately $50 million in unrealized mark-to-market
gains on trading assets, and the recognition of a $30 million
loss on the sale of CMO-IV. The $50 million NOL compares with
tax basis income of approximately $32 million, or 57 cents per
share for 1999. Any accumulated and unused losses generally may
be carried forward for up to 20 years to offset taxable income
until fully utilized.

On March 15, 2000, CRIIMI MAE elected for tax purposes to be
classified as a trader in securities effective January 1, 2000.
Such trading activity is currently, and is expected to continue
in, certain types of mortgage-backed securities, including
subordinated and investment grade CMBS. As a trader in
securities, the Company marks-to-market its trading assets at
the end of each tax year. In addition, the Company realizes
ordinary gains and losses on dispositions of its trading assets.

The Company initially marked-to-market its trading assets on
January 1, 2000, resulting in a loss for tax purposes of
approximately $478 million. The Company recognized $120 million
of the loss in 2000, and expects to recognize $120 million per
year over the next three years.

A more complete discussion of the Company's trader election,
including related risks, the effect on taxable income (loss),
REIT distribution requirements and cash flows, is available in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.


CYBERCASH: VeriSign & FDMS To Buy Operating Assets For $20.4 Mil
----------------------------------------------------------------
CyberCash, Inc. (OTC Bulletin Board: CYCHQ), a leading provider
of electronic payment technologies and services, announced that
the successful bid for the company's operating assets at the
auction held April 11, 2001, was submitted jointly by a group
consisting of VeriSign, Inc. and First Data Merchant Services.

The bid was in the amount of $20.4 million. The acquisition is
subject to approval by CyberCash's board of directors and the
bankruptcy court. Closing is scheduled for May 1, 2001.

Excluded from the transaction are CyberCash's financial assets,
including CyberCash's interest in CyberCash K.K., its Japanese
payment processing joint venture with SoftBank, as well as
CyberCash's investments in Commission Junction, X.com and
Outbounders, Inc. (formerly UUCom). CyberCash intends to sell
these financial assets through subsequent auctions in the next
60 days.

                     About CyberCash

CyberCash, Inc., headquartered in Reston, VA, is a leading
provider of Internet payment services and electronic payment
software for both Business- to-Consumer (B2C) and Business-to-
Business markets (B2B). The Company provides service solutions
to more than 27,500 Internet merchants and has shipped more than
145,000 copies of its software products. In addition to enabling
Internet payments, CyberCash offers merchants state-of-the-art
risk management capabilities through its FraudPatrol(TM)
Internet fraud detection service, and the opportunity to
generate additional sales leads through an affiliate marketing
program. CyberCash offers the broadest reach in the payment
industry with a comprehensive distribution network focusing on
both direct and indirect channels, which include marketing
partnerships with financial institutions, Internet service
providers, application service providers, storefront solution
providers and leading independent software vendors. On March 2,
2001, CyberCash terminated its previously announced merger with
Network 1 Financial Corporation and commenced the sale of its
operations in Chapter 11. For more information, visit
http://www.cybercash.com.


DANKA BUSINESS: Amends Senior Credit Facility Debt Covenants
------------------------------------------------------------
Danka Business Systems, PLC (NASDAQ: DANKY) has obtained an
amendment to its Senior Credit Facility for the period March 28,
2001 through July 16, 2001. This Amendment modifies the
financial covenants under the Company's Credit Agreement with
its consortium of international bank lenders, which expires
March 31, 2002. During the period ending July 16, 2001, the
Company may receive advances under the Credit Agreement for its
ordinary operational needs.

Danka's Chief Executive Officer, Lang Lowrey, commented, "We are
pleased that our bank lenders continue to work with the Company
while we implement our various restructuring initiatives. As
previously announced, we are encouraged by the progress to date
in our bond exchange program, and in the anticipated sale of
Danka Services International, our facilities management and
outsourcing business. We expect to close these transactions
during the Company's first fiscal quarter, and we will use this
period of time to continue discussions with the banks and
Danka's other constituencies with a view to creating a long term
solution to the Company's financing needs."

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


FITCHBURG MUTUAL: S&P Affirms BBpi Financial Strength Rating
------------------------------------------------------------
Standard & Poor's affirmed its double-'Bpi' financial strength
rating on Fitchburg Mutual Insurance Co.

The rating is based on the company's aggressive investments,
marginal earnings, and recently declining surplus.

Headquartered in Fitchburg, Mass., Fitchburg Mutual (NAIC:
13943) writes mainly homeowners multi-peril, private passenger
auto liability, auto physical damage, and commercial multi-peril
insurance. Business in the company's major states of operations-
-Massachusetts, New Jersey, Rhode Island, Connecticut, and New
Hampshire--constitute more than 96% of its total revenue, and
its products are distributed primarily through independent
general agents. The company began business in 1847.

Major Rating Factors:

      -- The company's 1999 unaffiliated common stock leverage is
moderately high at 53.0% of policyholders' surplus. More than
27% of the company's invested assets are invested in interest-
rate-sensitive collateralized mortgage obligations and loan-
backed bonds.

      -- Operating performance has been marginal, with a five-
year average ROR of 1.2%. Fitchburg Mutual's Standard & Poor's
earnings adequacy ratio of 12.3% for year-end 1999 is marginal.
The gain in net income of $2.7 million in 1999 compared with the
prior year was composed primarily of a gain of $5.0 million in
net realized capital gains, a decline of $1.8 million in federal
income tax incurred, a drop of $700,000 in net underwriting
income, and an increase of $100,000 in net investment income
earned.

      -- At year-end 1999, capitalization was considered
adequate, as measured by Standard & Poor's model. The company's
surplus, which was $35.9 million at year-end 1999, has grown at
a compound annual rate of 9.7% since 1992. The gain in surplus
of $5.3 million from 1998 was composed primarily of a gain of
$4.1 million in net income and $1.2 million in net unrealized
capital gains. It should be noted that the company has lost $7.1
million through the first three quarters of 2000.

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

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


FRUIT OF THE LOOM: Creditors Move To Stay Confirmation Process
--------------------------------------------------------------
Robert M. Dowd Esq., from Griswold, Lasalle, Cobb, Dowd & Gin,
pursuant to, inter alia, sections 105(a), 1103(c) and 1104(c),
on behalf of the committee of unsecured creditors in Fruit of
the Loom, Ltd.'s chapter 11 cases, asked for a stay of the
disclosure and plan confirmation process until there is a final
resolution of the adversary proceeding challenging the liens and
claims of the holders of $1,200,000,000 in secured debt. The
unsecured creditors further seek an appointment of an examiner
to investigate the merits of the adversary proceeding.

Ms. Stickles, on behalf of Fruit of the Loom, objected to the
application by the unsecured creditors. She stated that the
requested shortening of the notice period is legitimate and
reasonable. However, the relief sought by the unsecured
creditors is extraordinary-a stay of the plan and disclosure
process for an indefinite and likely extended period of time,
and the appointment of an examiner. Moreover, the application
seeks relief, which must be sought by an adversary proceeding,
with all of its concomitant requirements. Further, there will be
no prejudice to the unsecured creditors if their application is
not heard on an expedited schedule, as nothing is imminently to
occur that would affect their rights. No hearing has even been
scheduled to consider the adequacy of the disclosure statement.
Ms. Stickles went farther and contended that it is disingenuous
for the committee to seek to have its application, and its
extraordinary requests for relief, heard on such an expedited
basis.

Fruit of the Loom, Bank of America, as agent for the DIP
Lenders, and the secured creditors urged Judge Walsh to deny the
request of the unsecured creditors. John H. Knight Esq., of
Richards, Layton & Finger, and Laura Davis Jones Esq., of
Pachulski, Stang, Ziehl, Young & Jones, lend their support to
the objection. (Fruit of the Loom Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENESIS HEALTH: Inks Multi-Year Contract With CareFirst
-------------------------------------------------------
Genesis Health Ventures, Inc., signed a multi-year contract with
CareFirst BlueCross BlueShield that extends its existing
preferred provider agreement until 2005.

The new agreement covers members of CareFirst's affiliates
serving Maryland and the National Capital Area, the company's
CapitalCare HMO in the Washington, DC area as well as its
Delaware affiliate, Blue Cross Blue Shield of Delaware.

The skilled nursing agreement expands the preferred provider
agreement to all CareFirst products and positions Genesis
ElderCare as the skilled nursing network of choice for CareFirst
members. Additionally, NeighborCare has extended its exclusive
capitated homecare agreement for CareFirst FreeState HMO members
through 2005.

NeighborCare currently manages homecare services for FreeState,
including home health nursing, infusion therapy, home medical
equipment and respiratory services. The new agreement adds
NeighborCare as the preferred provider of home medical
equipment, respiratory and infusion therapy services for
CapitalCare.

"Genesis' and NeighborCare's extensive network offers payer's
like CareFirst a `post acute solution' which enables ease of
access for their members who require post hospital services,"
said Art Wieland, Genesis' senior vice president, network
development. "The extension of these agreements demonstrate
CareFirst's commitment to Genesis and its view of Genesis as the
post acute provider of choice in the Mid-Atlantic region."

Genesis Health Ventures (OTCBB:ghvie.ob) provides eldercare in
the Eastern US through a network of Genesis ElderCare skilled
nursing and assisted living centers, plus long-term care support
services nationwide, including pharmacy, medical equipment and
supplies, rehabilitation, group purchasing, consulting and
facility management.

CareFirst BlueCross BlueShield is a not-for-profit health care
company which, along with its affiliates and subsidiaries,
offers a comprehensive portfolio of health insurance products,
direct health care and administrative service to nearly 3
million individuals and groups in Northern Virginia, the
District of Columbia, Maryland and Delaware. (Genesis/Multicare
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL SURETY: S&P Affirms BBpi Financial Strength Rating
---------------------------------------------------------
Standard & Poor's affirmed its double-'Bpi' financial strength
rating on Global Surety & Insurance Co.

The rating action reflects the company's aggressive investments,
limited business scope, and volatile premiums. These factors are
partially offset by the company's adequate capitalization.

Headquartered in Omaha, Neb., Global Surety (NAIC: 11304) writes
contract surety insurance. Business in the company's major
states of operations--Arizona, California, and Colorado--
constitute over 99% of its total revenue, and its products are
distributed primarily through independent general agents. Global
Surety, which began business in 1958, is ultimately owned by
Peter Kiewit Sons' Inc., a publicly held construction company.

Major Rating Factors:

      -- The company's 1999 unaffiliated common stock leverage is
high at 84.5% of policyholders' surplus. More than 30% of the
company's invested assets are invested in interest-rate
sensitive collateralized mortgage obligations and loan-backed
bonds.

      -- The company's business scope is considered limited. As
of September 2000, surplus grew to $27.5 million, or about 13%
from year-end 1999. Surplus stood at $24.4 million at year-end
1999 and total 1999 net premiums written amounted to $4.7
million.

      -- The company's historical instability in premium revenues
limits the rating. Year-to-year changes in net premiums
written have varied from negative 44.1% to positive 85.5%
since 1994.

      -- At year-end 1999, capital adequacy, as measured by
Standard & Poor's model, was considered appropriate for the
rating level. It should be noted, however, that capital growth
has been limited in the past by large dividends paid to the
parent.

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

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


GORGES HOLDING: Seeks Court Approval of Retention Plan
------------------------------------------------------
Gorges Holding Corporation sought entry of an order approving
the Retention Plan proposed by the debtors. The debtor maintains
that the plan is necessary for the debtors to retain their key
employees. The debtors estimate total Retention Bonus payments
of $786,049. The debtor anticipates severance agreement payments
of $623,000


GRAND COURT: Two Top Level Executives Resigning on May 1
--------------------------------------------------------
On March 13, 2001, John Luciani III, a member of Grand Court
Lifestyle's Board of Directors and President of the Company, and
Dorian Luciani, Senior Vice President of the Company, resigned
effective as of May 1, 2001 their respective positions with the
Company and its affiliates.


HARNISCHFEGER: Selling Wisconsin Property To Shuler For $290,000
----------------------------------------------------------------
Beloit Corporation asked the Court to:

      (1) authorize their sale of real property at 1520 Emerson
          Street, Beloit, Wisconsin and certain personal
          property, to Bryan and Donna K. Shuler, at a purchase
          price of $290,000 pursuant to the Agreement dated as of
          March 5, 2001, free and clear of all liens, claims and
          encumbrances pursuant to 11 U.S.C. Section 363(f) and
          free of transfer taxes pursuant to 11 U.S.C. Section
          1146; and

      (2) approve the Sales Agent's fee of 7% of the purchase
          price. (Harnischfeger Bankruptcy News, Issue No. 40;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)


HOME INTERIORS: Moody's Cuts Senior Debt Ratings to Junk Levels
---------------------------------------------------------------
A review conducted since late last year by Moody's Investors
Service ended last Thursday with a downgrade for Home Interiors
& Gifts, Inc.

The following ratings were affected by this action:

      -- Senior implied rating to Caa1 from B2;

      -- $227 million (remaining balance as of 12/31/00) secured
         term loan and $30 million secured revolving credit
         facility to Caa1 from B2;

      -- $200 million 10.125% senior subordinated notes due 2008
         to Ca from Caa2;

      -- Senior unsecured issuer rating to Caa2 from B3.

Moody's listed the following reasons for the downgrade:

      -- Increased debt levels

      -- Reduced financial flexibility due to the deterioration
         of operating performance throughout the 4th quarter of
         2000

      -- Uncertainty about the company achieving significant
         improvements to its financial condition during the near
         term.

"Sales productivity remained low and costs continued to escalate
during the fourth quarter. Some of the decline in profitability
during 2000 was due to one-time charges and duplicative
distribution costs," Moody's said.

"The ratings of the bank debt reflect its status as the top of
the capital structure, but also reflects the likelihood of a
debt restructuring as a result of the company's low enterprise
value at current operating levels and lack of tangible asset
coverage," the rating agency said.

"Moody's believes that Home Interiors will be unable to generate
sufficient cash flow from operations to make required debt
amortization payments in 2001," the agency added.

Home Interiors & Gifts, Inc., headquartered in Carrollton,
Texas, is a direct sales distributor specializing in decorative
home accessories.


HOMESEEKERS.COM: Plans To Appeal Nasdaq's Move To Delist Shares
---------------------------------------------------------------
HomeSeekers.com (Nasdaq:HMSK), said it intends to request a
hearing to appeal the pending delisting of the Company's Common
Stock from the Nasdaq SmallCap Market.

On January 11, 2001 the Company received a Nasdaq Staff
Determination letter that indicated that the Company Failed to
maintain a minimum bid price of $1.00 per share over the
previous 30 consecutive trading days as required by The Nasdaq
SmallCap under Marketplace Rule 4310c(4) and that the Company's
Common Stock would be delisted (absent a request for a hearing)
if the Company failed to satisfy the minimum bid price
requirement for at least 10 consecutive trading days prior to
April 11, 2001. On April 12, 2001, the Company received a Staff
Determination letter indicating that the Company had failed to
satisfy the minimum bid price requirement and that the Company's
Common stock would be delisted within seven calendar days unless
a request for a hearing is made with the Nasdaq Listing
Qualifications Panel. The Company intends to request a hearing
before the Panel to review the Staff Determination. The Company
anticipates that this request for a hearing will stay the
delisting action pending the issuances of a written
determination by the Panel.

The Company is exploring alternatives to The Nasdaq SmallCap
Market, including listing on any other organized market on which
its common stock is eligible for trading. There can be no
assurance that the Panel will grant the Company's request for
continued listing on The Nasdaq SmallCap Market or that the
Common Stock will be approved for listing on another organized
market.

                About HomeSeekers.com, Incorporated

HomeSeekers.com, Incorporated is a leading provider of
technology to the North American and International real estate
industries. The company provides technology solutions and
services targeted to brokers, agents, Multiple Listing Services
(MLS), builders, consumers and others involved in the real
estate industry.


ICG COMM: Telecom Terminates San Leandro Real Property Lease
------------------------------------------------------------
ICG Telecom Group, Inc., through Gregg M. Galardi and Eric M.
Davis of Skadden Arps of Wilmington, asked that it be authorized
to reject and terminate its Telecom's lease of property located
at 130 Doolittle Drive, Unit No. 21, San Leandro California,
with each of Redding Management of Alameda, California, and
Bartko, Zankel, Tarrant & Miller of San Francisco, California,

The rent for this property, a warehouse, is $37,562.20 per
month, and by rejecting this lease of what the Debtor described
as an unnecessary location, the Debtor can avoid an unnecessary
drain on its assets and cash flow, and minimize unnecessary
administrative expenses. Moreover, Telecom told Judge Walsh that
there is no value in this lease which could be assigned to any
third party, so that simple rejection of the lease is the best
course of disposition. Telecom advised it has notified the
affected landlord by letter of abandonment of the premises, and
has returned the keys.

After consideration of the Debtors' business argument, Judge
Walsh granted the Motion and authorized rejection of the San
Leandro lease. However, Judge Walsh also ordered the Debtor to
make any postpetition payment due under the lease, to the extent
such payments are required by the Bankruptcy Code, within ten
business days of his Order. ICG Communications Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LFG LLC: Chicago Trading Firm Files for Chapter 11 Bankruptcy
-------------------------------------------------------------
LFG LLC, once a prominent Chicago trading firm with offices in
the Sears Tower, filed for chapter 11 bankruptcy with the U.S.
Bankruptcy Court in Chicago, according to the Chicago Tribune.
LFG listed about $1 million in assets and reported that it had
more than 20 unsecured claims totaling about $26.5 million.

Last year, LFG sold its customer business assets to Refco Group
but retained a roster of proprietary traders, including some who
say they are owed money by the company. Some of the traders are
seeking legal judgments for their money. Another area in dispute
is whether Refco owes money to LFG - money that could go to
those seeking payment from LFG. "LFG saw these judgments coming
down and had disputes with Refco over who gets the money, and in
order to resolve issues of priority, filed chapter 11," said
attorney, James McGurk.  (ABI World, April 13, 2001)


LOEWEN GROUP: Teddy Parnell Seeks Relief From Automatic Stay
------------------------------------------------------------
A former employee of The Loewen Group, Inc., Teddy Parnell,
requested that the Court lift the automatic stay so that he may
proceed with his litigation pending in the Chancery Court of
Dyer County, Tennessee in connection with the termination of his
employment with the Debtor.

During his employment with the debtor, Movant executed an
Employment Agreement and Non-Compete Agreement.

In his complaint filed in the Chancery Court of Dyer County,
Tennessee on October 10, 2000 against Loewen Group
International, Inc. and J.W. Curry & Son, Mr. Parnell alleged
that Defendant terminated his employment as Regional Manager,
Dennis Hamilton without cause when he was advised that he was
terminated because an employee of the funeral home had been
charged with possession of marijuana, and Mr. Parnell had not
terminated that employee charged with a misdemeanor. Mr. Parnell
alleged that Defendant has failed to render to him one half of
his annual salary in compliance with the terms of the Employment
Agreement.

In January, 2001 Loewen and J.W. Curry notified the Chancery
Court of Dyer County, Tennessee of the chapter 11 cases of
Loewen. Attorney for Mr. Parnell, Bayard J. Snyder, told Judge
Walsh that it was then that he learned of the bankruptcy cases
of Loewen.

On behalf of Mr. Parnell, Mr. Snyder filed with the Bankruptcy
Court the motion for relief from the automatic stay in order
that Mr. Parnell's action in declaratory judgement in the
Chancery Court of Dyer County, Tennessee be able to proceed.
(Loewen Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LOGOATHLETIC: Asks Court To Establish May 31 Bar Date
-----------------------------------------------------
LogoAthletic, Inc. sought an order establishing May 31, 2001 at
4:00 PM as the last date and time by which all creditors of the
debtors and their estates must file a proof of claim in this
Chapter 11 case.


LOUDEYE: Lays Off 45% Of Staff & Closes Certain Operations
----------------------------------------------------------
Loudeye Technologies Inc., a digital content deliverer,
announced on Wednesday another round of layoffs and the
restructuring of its operations, according to TheDeal.com. The
company, which sells online audio and video software, will cut
45 percent of its staff of 300 and will also consolidate four
facilities into its Seattle headquarters. The company expects
the move to save it about $12 million. Loudeye said it would
focus its resources on its digital music archive and
distribution technology. A company spokesman said the software
maker is scaling back its consulting business and some of its
video services. The company also said that it would begin
supporting new business initiatives - including new product
offerings, strategic alliances and acquisitions - and reducing
and outsourcing its non-core business operations.

John Corcoran, an Internet/digital new media analyst with CIBC
World Markets, said Loudeye has just under $90 million in cash
and was using about $4.5 million a quarter before Wednesday's
cuts, leaving it enough cash to last more than five years. (ABI
World, April 13, 2001)


LTV CORPORATION: Proposes Key Employee Severance Program
--------------------------------------------------------
Having won Judge Bodoh's approval of their financing package
which includes a set-aside for funding a severance program, The
LTV Corporation Debtors lost no time in presenting a Motion
seeking Judge Bodoh's authority to initiate and implement a key
employee retention program. David G. Heiman, Richard M. Cieri,
and Michelle M. Morgan of Jones, Day, Reavis & Pogue of
Cleveland, together with Jeffrey B. Ellman of Jones Day in
Columbus, asked Judge Bodoh to approve a key employee severance
program.

           The Rationale for a Limited Severance Program

In addition, the Debtors currently are reviewing their
prepetition severance programs, as well as the scope of their
potential obligations under those programs, with their
professionals and the Committees and their respective advisors.
The Debtors believe that it is simply too early in these Chapter
11 cases to determine the appropriate structure of any
replacement postpetition severance program or to ratify the
prepetition severance programs in full. Indeed, until the
Debtors have developed their long-term business plan, it is
difficult, if not impossible, to determine whether there will be
a need to implement a comprehensive postpetition severance
program in these cases. The relief presently requested is
described by the Debtors as adequate and appropriate to ensure
that the Debtors have the ability to satisfy their anticipated
short-term obligations under their prepetition severance
programs and thereby provide a minimal safety net for employees
in the event of a possible job loss. The Debtors believe that
this relief is necessary to enhance employee goodwill and morale
and to encourage employees to remain in the Debtors' employ
during these Chapter 11 cases.

                      Severance Payments

Prior to the commencement of these Chapter 11 cases, the Debtors
provided their salaried employees with severance benefits. In
light of the uncertainties created by these Chapter 11 cases,
the Debtors are seeking authority to make permitted severance
payments to provide basic financial security to employees at all
levels notwithstanding possible job loss. The requested relief
basically permits the Debtors to continue to perform under
certain of their prepetition severance programs. The Debtors are
not able currently to determine whether a comprehensive
postpetition severance program will be warranted in these
Chapter 11 cases or the appropriate terms and structure of any
such program. Nonetheless, the Debtors have evaluated their
anticipated short-term needs for severance programs based on the
information available to them at this time, and believe the
proposed interim program would be sufficient to maintain the
confidence, loyalty, and morale of their employees at all
levels. It is beyond dispute that the efforts of the Debtors'
employees are critical and valuable to the Debtors' ongoing
business operations, which will form the basis of the Debtors'
long-term strategic business plan and any plan or plans of
reorganization filed in these Chapter 11 cases. The Debtors
believe that if they do not obtain the ability to make the
permitted severance payments, the already unacceptable level of
employee attrition may continue to increase because of the
concern that employees could be terminated without any post-
employment protection. In such an event, it will be difficult
and expensive for the Debtors to attract new talent to fill the
critical voids left by such employee attrition.

                    LTV Severance Plans

LTV and LTV Steel maintain two basic severance plans: the LTV
Steel Termination Plan, and the LTV Corporation Executive
Severance Plan. Under the Steel Salaried Severance Plan,
severance pay is determined based on the age of the eligible
employee and years of service and ranges between two weeks and
six months of base salary. Under the Executive Severance Plan,
severance pay is determined based on the eligible employee's job
classification and ranges between six and twelve months of
compensation (base salary plus the employee's bonus based on the
actual performance of LTV and/or the applicable business unit
and the targeted performance of the individual employee under
LTV's Corporate Annual Incentive Program). The Debtors sought
authority to continue to administer the provisions of the LTV
Salaried Severance Plan and the Executive Severance Plan, and
thereby make permitted severance payments if:

      (a) the aggregate amount of obligations paid by the Debtors
under these plans will not exceed $9 million, unless the Debtors
obtain authority from the Court or the Committees to exceed this
cap; and

      (b) the Debtors will provide the Committees with prior
notice of and an opportunity to approve any anticipated employee
terminations and the related severance pay; provided, however,
that (i) such notice and approval will not be required unless
and until the Debtors have exhausted $4 million of the Cap; and
L(ii) if the Committees do not approve the proposed
terminations, the Debtors may seek authority from the Court to
effect the terminations and pay the related severance pay. The
Debtors' authority to use the initial $4 million under the LTV
Cap would include the severance payments due and owing to three
of the Debtors' executives who were terminated on February 26,
2001, and currently are receiving severance benefits. The
severance benefits of two of these executives also include
continued participation I n and accrual of benefits under the
LTV Benefit Plan for the duration of their severance payments.
As of December 31, 2000, accrued benefits under the LTV Benefit
Plan for these two executives totaled approximately $74,000.
These benefits will be payable under the terms of the existing
plan documents.

In addition, as part of the permitted severance payments, (a)
with respect to the LTV Executive Severance Plan, the Debtors
will be authorized only to pay severance pay to eligible
employees in an amount equal to the employee's base salary and
not his or her compensation; and (b) severance pay will not be
subject to the mitigation provisions of the LTV Executive
Severance Plan or the LTV Salaried Severance Plan. Finally, to
receive a permitted severance payment, eligible employees
entitled to receive severance pay under either the Salaried
Severance Plan or the Executive Severance Plan must execute a
release and waiver agreement in a form and substance acceptable
to the Debtors.

                    LTV Steel Mining Plan

In connection with the announcement of the anticipated closure
of the business operations of Debtor LTV Steel Mining Company in
May 2000, LTV Steel also announced certain enhancements to its
then-existing severance plan (including severance, retention,
and shutdown benefits) for salaried employees. In February 2001
the Debtors brought a Motion to provide modified severance
benefits to certain nonunion salaried employees of LTV Steel
Mining Company in which the Debtors sought authority to pay
certain modified severance benefits to employees eligible to
participate in the steel mining severance plan. This Motion was
granted. By the current Motion, the Debtors seek authority
to pay the remainder of severance benefits due and owing to
employees under the steel mining severance plan as permitted
severance payments; provided that no employee participating in
the steel mining severance plan will be entitled to greater than
six months of severance pay. The estimated cost of these
remaining benefits is $6.3 million. The payment of these
benefits will not be subject to or credited against
the LTV Cap.

                 Copperweld Severance Plans

Copperweld maintains two basic severance plans: (a) the
Copperweld Severance Pay Plan, and (b) the Copperweld
Corporation Executive Severance Pay Plan. Under the Severance
Plan, severance pay is determined based on either years of
service or annual base salary and ranges between one and six
months of base salary. Under the Executive Severance plan,
severance pay is determined based on the eligible employee's job
classification and ranges between six and eighteen months of
base salary.

The Debtors seek to continue to administer the provisions of the
Copperweld Severance Plan and the Executive Severance Plan and
thereby make permitted severance payments; provided, however,
that, with respect to the Executive Severance Plan the Debtors
will be authorized only to pay severance pay to eligible
employees in an amount not to exceed twelve months of base
salary. In addition, to receive a permitted severance payment,
eligible employees entitled to receive severance pay under
either of these plans must execute a severance release. The
aggregate estimated cost of the Copperweld Severance Plan
and Executive Severance Plan is $1.5 million.

                     VP Severance Plan

VP maintains a basic severance plan under which severance pay
generally is determined based on either the eligible employee's
job classification or years of service and ranges between two
and twenty- six weeks of base salary. The Debtors seek authority
to continue to administer the provisions of the VP Severance
Plan and make Permitted Severance Payments. In addition,
Permitted Severance Payments would include severance pay to key
employees eligible to participate in the 'V Retention Plan in an
amount not to exceed twelve months of base salary, payable in
accordance with the terms of the VP Severance Plan. To receive a
Permitted Severance Payment, eligible employees must execute a
severance release. The Debtors believe that the cost of this
severance plan will be negligible.

                 Prepetition Severance Obligations

In addition to these several obligations, the Debtors are
seeking authority to pay, as Permitted Severance Payments,
certain prepetition obligations under the Debtors' respective
prepetition severance programs. The prepetition severance
obligations arose as a result of reductions in the Debtors'
salaried workforce prior to the Petition Date and include
approximately 21 employees. The Debtors believe that the payment
of these obligations is necessary to demonstrate the Debtors'
commitment to all of their employees, thereby substantially
enhancing the Debtors' goodwill with, and the overall morale of,
the Debtors' current employees who are vital to the success of
the Debtors' reorganization efforts. The estimated total cost of
the prepetition severance obligations is $1.2 million. The
severance benefits of one employee terminated prepetition
includes continued participation in and accrual of benefits
under the LTV Benefit Plan for the duration of his severance
payments. As of December 31, 2000, accrued benefits under the
LTV Benefit Plan for this employee totaled approximately $7,000.
These benefits will be payable under the terms of the existing
plan documents. (LTV Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MONTGOMERY WARD: Kane Makes $3 Mil Offer for St. Charles Lease
--------------------------------------------------------------
The Kane County Board in Illinois made a $3 million offer to buy
out Montgomery Ward's lease on the St. Charles, Ill., property,
according to the Daily Herald. The bankrupt retail chain should
give the board an answer within 10 days. "We're fairly confident
they'll accept," said Catherine Hurlbut, chairwoman of the
county's administration committee. Wards apparently has other
offers, but Hurlbut said she didn't know how many or who made
them. The county has the advantage of immediately being able to
cut a check for $3 million without the need for financing. The
$3 million, which likely would come out of the county's landfill
revenue, would only cover the rights to the lease. The county
would still have to pay a monthly rent, utilities, maintenance
and other fees.

If the county gets the property, the mayor won't be happy
because St. Charles will lose out on any sales taxes that
would've been generated by a retail tenant. "I'm not thrilled,"
St. Charles Mayor Sue Klinkhamer said. "It could have been a
great retail site for somebody." (ABI World, April 13, 2001)


NC GRANGE: S&P Affirms Insurer's Bpi Financial Strength Rating
--------------------------------------------------------------
Standard & Poor's affirmed its single-'Bpi' financial strength
rating on North Carolina Grange Mutual Insurance Co. (NCGIC).

The rating action reflects the company's very weak
capitalization, limited geographic diversification, very weak
operating performance, and aggressive investment profile.

Headquartered in Greensboro, N.C., NCGIC (NAIC: 16683) writes
homeowners multi-peril, farm owners multi-peril, fire, allied,
and commercial multi-peril insurance. Policies are written
exclusively in its home state and distributed primarily through
independent general agents. The company began business in 1935
and is owned by private individuals. Stanly Mutual Fire
Insurance Co. was merged into NCGIC at year-end 1999 and
contributed almost $400,000 in surplus to the combined entity.

Major Rating Factors:

      * At year-end 1999, capitalization was extremely weak, as
indicated by Standard & Poor's capital adequacy model.  In 1999,
the company was more leveraged than its peer companies, with net
premiums written plus liabilities to surplus at 6.8 times.  In
addition, NCGIC's NAIC risk-based capital ratio is below the
industry median at 154.0%. Surplus, which was at $1.9 million at
year-end 1999, has registered zero compound annual growth since
1992.

      * The company's business scope is considered limited.  In
addition to the limited surplus, total 1999 net premiums written
amounted to just $6.2 million.  The company has product and
geographic concentrations, with significant exposure to
catastrophes on a gross basis, as all of direct premiums written
are in North Carolina.

      * Operating performance has been very weak, with a five-
year average ROR of negative 15.7%.  The company has no retained
earnings. At year-end 1999, unassigned surplus was negative $1.4
million.

      * The company's aggressive investment profile (common stock
represents 93.8% of surplus), in the context of erratic
earnings, is also limiting factor.

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

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


NEWCOR INC.: Shareholders' Meeting Set For May 10 In Michigan
-------------------------------------------------------------
Notice is being given shareholders of Newcor, Inc. that the
Annual Meeting will be held at the Michigan State University
Management Education Center, 811 W. Square Lake Road, Troy,
Michigan, on Thursday, May 10, 2001, at nine thirty o'clock in
the morning, for the following purposes:

      (1) To elect three Directors to serve until the 2004 Annual
Meeting of Shareholders or until their successors have been duly
elected and qualified.

      (2) To transact such other business as may properly come
before the meeting, or any adjournment thereof.

The close of business on March 14, 2001 has been fixed by the
Board of Directors as the record date for the determination of
shareholders entitled to notice of, and to vote at, the Annual
Meeting.


OCEAN HARBOR: S&P Holds Insurer's BBpi Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's affirmed its double-'Bpi' financial strength
rating on Ocean Harbor Casualty Insurance Co. (OHCIC).

The rating action reflects the company's volatile premium
revenue and operating performance, partially offset by adequate
capitalization.

Based in Tallahassee, Fla., OHCIC (NAIC: 12360) writes private
passenger auto liability and auto physical damage insurance on a
direct basis, as well as assumed business from Clarendon
National. The vast majority of the company's business lies in
its home state, and its products are distributed primarily
through independent general agents. The company, which began
business in 1986, is licensed in Florida, California, and
Oklahoma. Ultimate ownership of OHCIC is held by the Milo
Family, private individuals from Florida.

Major Rating Factors:

      -- The company displays more volatility in its premium
revenues than do companies receiving a higher rating. Year-to-
year changes in net premiums written have varied drastically
since 1996, with increases of as much as 175% in 1997 and a
decline of 32% in 1999.

      -- Operating performance has been marginal, with a weighted
average ROR from 1996-1999 at 4.1%. In addition, the company
has volatile returns, with ROR ranging from negative 13.6% to
positive 10.1% for the years 1996 and 1998, respectively. This
is a limiting factor.

      -- At year-end 1999, capitalization, as measured by
Standard & Poor's model, was considered adequate for the rating
level.  The NAIC risk-based capital ratio was also appropriate
for the rating, but below the industry median at 191.5%.
However, the company's level of geographic and product-line
concentrations require even greater capitalization for a higher
rating.

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

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


OUTPOST.COM: Unable To Raise Needed Money To Continue Operations
----------------------------------------------------------------
Cyberian Outpost Inc. said it's having trouble getting the money
it needs to continue operating and is exploring all available
options, according to IT World.com. Company Chairman Darryl Peck
said those options include "a number of cost-reduction actions,"
but he didn't elaborate. "Current market conditions have made it
difficult to secure the required equity and working capital
financing we need," he said. "Therefore, we intend to meet with
our creditors to discuss payment options." The Kent, Conn.-based
Cyberian Outpost has been in business since 1995, and said it
has a customer base of about 1.3 million. (ABI World, April 13,
2001)


OWENS CORNING: Assumes And Assigns Dallas Lease To Radiologix
-------------------------------------------------------------
Owens Corning sought Judge Fitzgerald's authority to assume
an unexpired lease of real property in Dallas, Texas, and assign
the lease to Radiologix Inc., formerly American Physician
Partners, and to terminate the sublease of the property. Before
it was acquired by Owens Corning, Fibreboard Corporation entered
into a lease in 1996 of approximately 25,812 square feet of
office space located at 2200 Ross Avenue, Suite 3600, in Dallas,
Texas. After the acquisition of Fibreboard by Owens Corning, the
Debtors determined that the premises subject to the lease was
not necessary to their operations. They accordingly vacated the
premises and later sublet the property to American Physician
partners, Inc. n/k/a Radiologix, under a sublease agreement.

Under the terms of the sublease, Radiologix was granted a
sublease of the premises for a term that was co-extensive with
the term of the lease, at what will be (after certain rent
escalations occur under the lease) a discount from the rent due
under the lease. Under the terms of the lease, Fiberboard is
obligated to pay the landlord approximately $18.50 per square
foot of leased space; this amount increased to $20.53 in June
2000, and to $23,50 in June 2006. Under the terms of the
sublease Radiologix is obligated to pay Fibreboard only
approximately $18.50 per square foot over the entire term of the
sublease with no rent escalations. In connection with its
execution of the sublease, Radiologix provided to the Debtors a
security deposit of approximately $79,587.

In the exercise of their business judgment the Debtors have
determined that assuming and assigning the lease to Radiologix
is in the best interests of the Debtors' estates and the
Debtors' creditors. By assigning the lease to Radiologix, the
Debtors avoid any requirement to pay the landlord the difference
between the rent being received under the sublease and the rent
payable under the lease. The Debtors also avoid the claims that
would no doubt be asserted by the landlord and Radiologix in the
event that the Debtors were to reject the lease and
sublease.

Although the Debtors could reject the sublease and attempt to
assign the lease to another party, the time required to find a
suitable tenant and negotiate an assignment, and the brokerage
fees and other discounts which would be payable in connection
with such an assignment, would in the Debtors' view easily
absorb any value in the lease. The Debtors' ability to market
the lease successfully is further complicated by the occupancy
of the subject premises by Radiologix under the sublease; in
order to assign the lease to another party the Debtors would
have to obtain the agreement of Radiologix to vacate the
premises or to seek to evict Radiologix from the premises, if
warranted under applicable laws. For these reasons, the Debtors
urged that the proposed assumption of the lease, its assignment
to Radiologix under an assignment agreement, and the
contemplated termination of the sublease are in the best
interests of the Debtors' estates.

The Debtors are more than able to provide adequate assurance of
future performance - Radiologix is a financially healthy company
with financial resources. Radiologix has, moreover, already
occupied the subject premises for several years and has
demonstrated financial responsibility and wherewithal by making
timely payment of its rent to Fibreboard, as required by the
sublease.

The Debtors are not in default of their obligations with respect
to the lease so no cure amounts are required.

Judge Fitzgerald recognized the practicality of this Motion and
granted it in all respects; however, she ordered that the
Debtors shall promptly return to Radiologix one-half of the
security deposit and may retain the balance. (Owens Corning
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC GAS: Court Okays Use Of Gas Suppliers' Cash Collateral
--------------------------------------------------------------
Pacific Gas and Electric Company provides gas service to
approximately 3.9 million core residential and small business
customers by purchasing approximately 1 billion cubic fees of
gas each day from Gas Suppliers, most of whom are located
outside of the State of California. If PG&E doesn't buy the gas,
the utility can't provide the gas customers need to heat their
homes and cook their food, Walter L. Campbell, PG&E's Director
of Business and Financial Planning, explained.

As PG&E's financial condition deteriorated, Mr. Campbell
continued, PG&E entered into a Gas Supplier Security Agreement
with various Gas Suppliers on February 7, 2001.

Specifically, Kent M. Harvey, PG&E's Senior Vice President-Chief
Financial Officer, Controller and Treasurer, relates, subject to
all liens and security interest granted under the Indenture for
PG&E's mortgage bonds, the Gas Supplier Security Agreement
grants a security interest in:

      (a) PG&E's gas customer accounts receivable and

      (b) PG&E's core gas inventory

to U.S. Trust Company, N.A., as Agent for the benefit of the Gas
Suppliers and with the consent of the California Public
Utilities Commission pursuant to Decision No. 01-01-062, in
order to induce the Gas Suppliers to supply gas to PG&E after
the Company was unable to obtain a sufficient supply of gas for
its Core Customers on an unsecured basis. The Suppliers'
Collateral excludes certain rights to payment (including payment
rights for the provision of electricity or electricity services,
amounts collected by PG&E as a servicer under various
transactions and programs, and certain taxes and fees).

In March 2001, PG&E purchased approximately $167 million of gas
from the 16 Gas Suppliers, which constituted approximately 90%
of its baseload gas purchases needed for its Core Customers.
PG&E needs to continue purchasing gas for its Core Customers
going forward. No gas supplier has indicated that it is willing
to supply gas to PG&E on an unsecured basis.

Accordingly, by this Motion, the Debtor sought authority to
incur post-petition secured debt to the Pre-Petition Gas
Suppliers by continuing to purchase gas pursuant to the terms of
the Gas Supplier Security Agreement, with such payment
obligations secured by the Suppliers' Collateral, including such
Collateral acquired post-petition. The Debtor proposed to grant
a replacement lien to the Gas Suppliers in collateral of the
same type as the Suppliers' Collateral that it acquires post-
petition.

The Gas Suppliers have an ample equity cushion, James L. Lopes,
Esq., from Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
said. The value of the gas inventory plus all receivables far
exceeds the amount of the outstanding debt at any point in time.
A replacement lien and the Debtor's continued performance under
the Gas Supplier Security Agreement adequately protects the Gas
Suppliers' security interests.

Finding that the Debtor will suffer from immediate and
irreparable harm if not given access to the Gas Suppliers' cash
collateral, Judge Montali granted the Debtor's Motion on an
interim basis pending a final hearing. If the Debtor doesn't
have access to the Gas Supplier's cash collateral, the
catastrophic results are clear, Judge Mondali found.

Accordingly, Judge Montali ruled, through the conclusion of a
final hearing on this matter, the Debtor has access to the Gas
Suppliers' cash collateral to the extent necessary to avoid
immediate and irreparable harm to the estate. The Debtor is
granted interim authority to incur post-petition secured debt
pursuant to 11 U.S.C. Sec. 364 in connection with its natural
gas purchases. The Gas Suppliers are granted an interim
replacement lien pursuant to the terms of the Gas Supplier
Security Agreement and consistent with 11 U.S.C. Sec. 361.
Between now and the conclusion of a final hearing, it is clear
to the Court that the Gas Suppliers' interests are adequately
protected by virtue of the mandatory equity cushion called for
in the Gas Supplier Security Agreement.

Pursuant to Rules 4001(b)(2) and (c)(2) of the Federal Rules of
Bankruptcy Procedure, Judge Mondali will convene a final hearing
on May 9, 2001, at 9:30 a.m. (Pacific Gas Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Says It Can Settle With Creditors In 4-6 Months
------------------------------------------------------------
Robert Glynn, chief executive of Pacific Gas & Electric Co.
(PG&E), said that the bankrupt utility could optimistically
reach a negotiated settlement with its creditors and the state
of California in four to six months, according to Dow Jones.
Glynn said the settlement would involve full repayment for
creditors, full recovery of power costs for the utility and
higher rates for customers. "My goal is to get through this
process as quickly as possible," he said. "The shortest
timetable is four to six months. I have no desire to be going
through this for four years." PG&E has three months to submit
its reorganization plan to U.S. Bankruptcy Judge Dennis Montali.
(ABI World, April 13, 2001)


PACIFIC GAS: Judge Denies Generators to Terminate Power Contract
----------------------------------------------------------------
U.S. Bankruptcy Judge Dennis Montali denied a motion by four
generating facilities, known collectively as Westside Cogens,
for immediate relief from their power contract with PG&E, which
they say will put them out of business. The Judge ordered the
firms to honor a contract that binds them provide a total of 148
megawatts (MW) a day to Pacific Gas & Electric, a subsidiary of
San Francisco-based PG&E Corp. A California Public Utility
Commission (PUC) decision means the generators are only paid for
about 60 percent of their actual cost to purchase natural gas to
fire the plants. Attorney for the generators, Bruce Leaverton,
said the generators would be forced to purchase $15 million in
natural gas by April 23 to fulfill the contracts, thus requiring
an emergency relief order to prevent their plants from being
shuttered. Judge Montali, however, accepted assurance from PG&E
attorney James Lopes that the generators would be paid $2.9
million on April 17, as part of the usual twice-monthly payment
schedule. A May 10 hearing on the matter has been set. (New
Generation Research, April 13, 2001)


REPUBLIC TECHNOLOGIES: Bankruptcy Filing Triggers Ratings Cut
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Ohio-based
Republic Technologies International, LLC following its
announcement of filing voluntary petition to reorganize under
Chapter 11 of the U.S. Bankruptcy Code.

Approximately $425 million of debt securities were affected as
Moody's took the following actions:

      * lowered its rating for the company's $425 million of
        senior secured notes, due 2009, to C from Caa3,

      * withdrew its Caa1 rating for the company's $395 million
        senior secured revolving credit facility.

      * Senior implied rating and senior unsecured issuer ratings
        were both lowered to C, from Caa3 and Ca, respectively.

The magnitude of the company's employee obligations and the
modest value of the assets securing the senior secured notes
diminish recovery prospects for the notes, Moody's notes.

Accordingly, following a series of mergers, Republic
Technologies was left overburdened with debt. At September 30,
2001, the company reportedly had total debt of $860 million,
deficit equity of $283 million, and LTM EBIT of -$66 million.
Republic Technologies' weak capital structure combined with
difficult steel bar market conditions rendered it impossible for
the company to meet its financial obligations without
restructuring, says Moody's.


SANTA FE GAMING: Stockholders To Meet In Nevada On May 11
---------------------------------------------------------
The 2001 annual meeting of the stockholders of Santa Fe Gaming
Corporation, a Nevada corporation, will be held at Pioneer Hotel
and Gambling Hall, 2200 Casino Drive, Laughlin, Nevada 89029, on
May 11, 2001, commencing at 11:00 a.m. (Pacific Time) for the
following purposes:

For common stockholders:

      (1) To elect one director, who will serve until the 2004
annual meeting of stockholders and until his successor is
elected and qualified;

      (2) To consider and act upon a proposal to amend the
Articles of Incorporation to change the name of the Company to
Archon Corporation.

      (3) To consider and act upon a proposal to ratify the
selection of the Company's public accountants for the current
fiscal year; and

      (4) To consider and act upon such other business as may
properly come before the annual meeting and at any adjournment
or postponement thereof.

For holders of exchangeable redeemable preferred stock:

      (1) To elect one special director, who will serve until the
2004 annual meeting of stockholders or such earlier date as
described in the Company's proxy statement.

Pursuant to Santa Fe Gaming's By-Laws, the Board of Directors
has fixed the time and date for the determination of
stockholders entitled to notice of and to vote at the annual
meeting and at any adjournment or postponement thereof as of the
close of business on April 2, 2001. Accordingly, only
stockholders of record on that date and at that time will be
entitled to vote at the annual meeting and at any adjournment or
postponement thereof, notwithstanding any transfer of stock on
the books of the Company after the record date.


SUNBEAM CORPORATION: Franklin Mutual Reports 10.4% Equity Stake
---------------------------------------------------------------
Franklin Mutual Advisers, LLC owns 11,161,398 shares of the
common stock of Sunbeam Corporation, exercising sole voting and
dispositive power over the stock, the amount of which represent
10.4% of the outstanding common stock of Sunbeam.

The securities are beneficially owned by one or more open-end
investment companies or other managed accounts which, under
advisory contracts, are advised by Franklin Mutual Advisers,
LLC, formerly Franklin Mutual Advisers, Inc., an indirect wholly
owned subsidiary of Franklin Resources, Inc. Such advisory
contracts grant to Franklin Mututal Advisers all investment and
voting power over the securities owned by such advisory clients.
Therefore, Franklin Mutual Advisers may be deemed to be, for
purposes of Rule 13d-3 under the Securities Exchange Act of
1934, the beneficial owner of the securities.


TEKGRAF INC.: Shares Face Delisting From The Nasdaq Market
----------------------------------------------------------
Tekgraf, Inc. (Nasdaq: TKGF) received notification from Nasdaq
that the Company has failed to comply with the $1.00 minimum
closing bid price requirement for continued listing. The Company
will appeal this decision, and the stock will continue to trade
on the Small Cap Market pending the outcome of the appeal
process. In the event the Company's request for continued
listing on the Small Cap Market is not granted, the stock would
then trade on the Nasdaq's OTC Bulletin Board, under the same
symbol.

Bill Rychel, President and CEO of Tekgraf said, "We believe that
the strategies we put in place last year have positioned the
company for profitability, and will help bring our share price
more in line with the true value of our company. The
restructuring of our Channels Business Unit is starting to pay
off and the newly created Centiv Business Unit is showing great
promise. We believe that we have made the necessary investments
and changes to our business to ultimately enhance shareholder
value."

                      About Tekgraf

Tekgraf, Inc. (Nasdaq: TKGF), headquarter in Vernon Hills, IL,
is a value-added integrated solutions provider to the advanced
computer graphics marketplace with emphasis on the pre-press,
wide format, digital printing and large format electronic
document management markets.

Centiv(TM), a division of Tekgraf, provides customizable print
communications programs that increase revenues for retailers,
distributors and manufacturers in a variety of industries.
Centiv's turnkey P.O.P. merchandising programs are being
employed by leading U.S. Corporations such as Anheuser-Busch,
Pepsi and UDV. Visit it's website: http://www.centiv.comfor a
product demonstration.

CalGraph Technology Services Inc., a wholly owned subsidiary of
Tekgraf, is a leading provider of on-site service and
preventative maintenance services specializing in wide-format
printing and scanning devices. CalGraph's U.S. and Canadian
service operations include 75 field service technicians,
customer support call center, component repair and refurbishment
facilities and parts logistics. For more information regarding
CalGraph visit it's website: http://www.calgraphinc.com.


TESSERACT GROUP: Sells Certain Assets To Education Property
-----------------------------------------------------------
On March 16, 2001, The TesseracT Group, Inc. sold certain of its
assets to Education Property Investors, Inc., a Nevada
corporation. The sale was made under terms of a Purchase and
Sale Agreement for personal property, dated January 31, 2001,
between the TesseracT Group and Education Property Investors,
Inc., as amended under an amendment agreement, dated March 15,
2001, and a separate Purchase and Sale Agreement for real
property dated January 31, 2001.

In the transaction, The TesseracT Group sold certain of its
assets including equipment, real property and goodwill related
to its property commonly known as the North Scottsdale TesseracT
School. In consideration for the sale of these assets the
Company received $100,000 for the personal property and
goodwill, and $1,462,000 for the real property less a mortgage
payoff amount of $1,362,000. Education Property Investors, Inc.,
waived various claims for rent.


UNDERWRITERS: S&P Gives Insurer Bpi Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's affirmed its single-'Bpi' financial strength
rating on Underwriters Guarantee Insurance Co. (UGIC).

The rating is based on limited product line and geographic
diversification, weak operating performance, volatile reserve
development, and an aggressive investment profile, somewhat
offset by adequate capitalization.

Headquartered in Miami, Fla., UGIC (NAIC: 21431) writes mainly
private passenger auto liability and auto physical damage, with
a specialization in nonstandard auto insurance. Florida
constitutes almost 99% of its total revenue and its products are
distributed exclusively through Specialty Insurance
Underwriters, a managing general agency. UGIC, which began
business in 1986, is licensed in Florida and Georgia and is
owned by the Ricciardelli Family, private individuals from
Florida.

Major Rating Factors:

      -- The company's business scope is considered limited as a
result of its product line and geographic concentration. Surplus
stood at $5.9 million at year-end 1999, and total 1999 net
premiums written amounted to $9.4 million. Currently, 98.7% of
net premiums written are in Florida. The company is susceptible,
on a gross basis, to catastrophes and storm-related losses.

      -- Operating performance has been weak, with a five-year
average ROR of negative 3.2%.

      -- The company's two-year reserve development ratio has
been volatile, averaging 10.6% since 1995. The reported ratios
have ranged from 17.3% redundant (negative development) to 38.5%
deficient in the last five years.

      -- More than 28% of the company's invested assets are
invested in interest-rate sensitive collateralized mortgage
obligations and loan-backed bonds. In 1999, more than 29% of
surplus was invested in unaffiliated common stocks.

      -- Capitalization, as indicated by Standard & Poor's
capital adequacy model, was appropriate for the rating level at
year-end 1999. However, the NAIC risk-based capital ratio is
below the industry median at 190.2%. In addition, the company
has about $2 million in surplus notes that comprise 34% of
surplus as of year-end 1999.

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

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


VENCOR INC.: US Trustee Objects To Payment of HSBC's Fees
---------------------------------------------------------
HSBC Bank USA, the Indenture Trustee of the 9 7/8% Guaranteed
Senior Subordinated Notes due 2005 issued by Vencor, Inc.,
applied to the Court for allowance of an administrative expense
claim in the amount of $80,941.80 representing HSBC'S fees and
expenses, including fees and expenses of its counsel, incurred
post petition as Indenture Trustee and as a member of the
Official Committee of Unsecured Creditors.

HSBC's Administrative Claim aggregates $75,941.80 consisting of:

      (a) $20,496.00 for HSBC's normal administrative charges,
the services of it officers, and its disbursement, and

      (b) the fees and expenses of its counsel, Pryor Cashman
Sherman & Flynn LLP in the amount of $55,445.80 ($53,264.25 in
fees for services rendered on behalf of the Indenture Trustee
and $2,181.55 in expenses incurred in connection with those
services).

The amount claimed includes an estimated $5,000 for the costs of
prosecuting this application and any related objections to
confirmation.

The bank has attached with the application invoices including
those of Pryor Cashman and records on services rendered
including

      (a) the date of each service rendered;
      (b) the total time devoted by the person to the services on
          that date;
      (c) description of each service rendered;
      (d) the amount of time spent on the services; and
      (e) the identity of the person who rendered this service.

HSBC told the Court that it is entitled to the payment for its
fulfillment of duties and responsibilities as Indenture Trustee
under the Indenture and the Trust Indenture Act throughout the
course of the Debtors' chapter 11 cases, by among other things,
issuing notices to bondholders concerning the status of the
chapter 11 cases, responding to individual bondholder inquiries,
and filing a proof of claim on behalf of all Noteholders. HSBC
tells the Court that, in the proof of claim, it gave the Debtor
notice of its claim for compensation for its services, including
fees and expenses due from the Petition Date and expressly
preserved the right to assert a claim for amounts that accrued
after the Petition Date.

HSBC also reminded the Court that at the organizational meeting
of creditors, the bank was appointed as a voting member of the
Official Committee of Unsecured Creditors by the United States
Trustee. HSBC says that its representation of the Noteholders on
the Committee was essential because the Notes are most likely
widely held by a number of smaller holders who typically lack
the resources to participate actively in the bankruptcy cases
and look to the Indenture Trustee for, among other things,
information on the status of the case and their potential
recovery.

HSBC also asserted that it played a significant role in
developing and refining the procedures ultimately adopted by the
Debtors for the solicitation of the votes of the Noteholders and
the distributions to the Noteholders. Specifically, HSBC noted
that it suggested procedures on several occasions for
distributions of the solicitation packages which the Debtors
ultimately adopted as well as worked with the Debtors to adopt
an efficient and cost effective means for making the
distributions to the Noteholders. In addition, the bank noted
that it assisted the Debtors in contacting the proxy service for
the broker dealers to ensure timely solicitation of Noteholder
votes.

HSBC told Judge Walrath that it relied upon the Debtors'
commitment to honor their obligations under the Indenture in
accepting the successor trusteeship. Therefore, HSBC requested
that the Court allow its fees and expenses in the amount of
$75,941.80 as an administrative expense plus an amount to be
incurred up to $5,000 for the costs of prosecuting this
application and any related objections to confirmation, and
grant such other and further relief as is just and proper.

                The United States Trustee's Objection

The United States Trustee queried the necessity or
reasonableness in the requested payment of salaries of HSBC
employees for Administrative Services as well as the amount of
$53,264.25 for PCSF's legal services plus estimated expenses of
$2,181.55. To be eligible for reimbursement of counsel fees
under 503(b)(3) and 503(b)(4), the UST pointed out, the tasks
performed by counsel for a committee member must be in
furtherance of legal work for the committee as a whole. In this
regard, the UST saw neither needs nor compelling reasons for
personal counsel to assist the committee member in the
performance of its duties as a member of the Committee.

In its objection, the UST also told the Court that:

      (1) The application describes neither needs nor compelling
reasons for personal counsel to assist the committee member in
the performance of its duties as a member of the Committee.

      (2) The application fails to identify why PCSF performed
tasks that could have been accomplished and sometimes appeared
duplicative of the work of the court approved counsel for the
Committee, e.g. counsel fees for reviewing pleadings and
correspondence for the committee member, for conferences with
counsel for the committee and others.

      (3) The positions of individuals providing services, their
rates of compensation and the number of hours worked are not
provided.

      (4) Certain entries appear to violate court guidelines
because the bank's employees and PCSF appear to charge the
client for non-working travel time at their professionals' full
rate of compensation, the rate for non-working travel time is
not identified in the application and work performed while
traveling is not described.

      (5) The application contains an additional $5,000 which is
an estimate of the costs incurred in pursuing this application
and related objections to confirmation of the plan based upon
the failure to properly provide for the fees and expenses of the
Indenture Trustee. (Vencor Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Court Okays Continued Use Of Current Business Forms
----------------------------------------------------------------
At W.R. Grace & Co.'s behest, Judge Newsome granted W.R. Grace
authority to continue using their existing supplies of business
forms (including, but not limited to, letterhead, purchase
orders, invoices, contracts and checks), without the need to
follow the United States Trustee's operating guideline that all
business forms used by a chapter 11 debtor bear a "debtor-in-
possession" legend. Parties doing business with the Debtors
undoubtedly will be aware, Judge Newsome observed, as a result
of the size and notoriety of the Debtors and these cases, of the
Debtors' status as chapter 11 debtors-in-possession. Changing
Business Forms immediately would be expensive and burdensome to
the Debtors estates and extremely disruptive to the Debtors'
business operations. Accordingly, until existing stock is
depleted, the Debtors may continue using their prepetition
business forms. (W.R. Grace Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Obtains Waiver of Loan Covenant Defaults
-------------------------------------------------------
The Warnaco Group, Inc. (NYSE: WAC) received a waiver of certain
financial covenants from its lenders through May 16, 2001, and
continues to be in discussions to secure permanent amendments to
the covenants which are necessary to avoid a possible default
after expiration of the waivers.

As previously reported in the Troubled Company Reporter, Warnaco
anticipates a net loss of $194.8 million for the fourth quarter
of 2000 and a net loss of $338.3 million for the full year 2000.
As part of its ongoing strategic operating initiatives, Warnaco
will exit its licensed Fruit of the Loom bra business, and will
close a manufacturing facility in the Dominican Republic as a
result of its decision to terminate the license to produce Fruit
of the Loom bras.  Warnaco hopes that these and other new
initiatives, together with the strategic operating initiatives
announced in the second and third quarters, should yield
annualized savings of nearly $100 million.

Howard Fine, Esq., at Shearman & Sterling in New York,
represents Warnaco in connection with its financing arrangements
under two 1997 credit agreements providing up to $900 million to
Warnaco and its affiliates.

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear, better dresses, fragrances and
accessories sold under such brands as Warner's(R), Olga(R), Van
Raalte(R), Lejaby(R), Weight Watchers(R), Bodyslimmers(R),
Izka(R), Chaps by Ralph Lauren(R), Calvin Klein(R) men's,
women's, and children's underwear, men's accessories, and men's,
women's, junior women's and children's jeans,
Speedo(R)/Authentic Fitness(R) men's, women's and children's
swimwear, sportswear and swimwear accessories, Polo by Ralph
Lauren(R) women's and girls' swimwear, Oscar de la Renta(R),
Anne Cole Collection(R), Cole of California(R) and Catalina(R)
swimwear, A.B.S.(R) Women's sportswear and better dresses and
Penhaligon's(R) fragrances and accessories.


WEBVAN GROUP: George Shaheen Steps Down As Chairman and CEO
-----------------------------------------------------------
Webvan Group, Inc. (NASDAQ: WBVN) disclosed the resignation of
its chairman and chief executive officer, George T. Shaheen.
Shaheen served as chief executive officer since October 1999 and
as chairman of Webvan's board of directors since February 2001.

"Webvan is an innovative business model, which redefines the
future of retailing and the way people shop," said Shaheen.
"Unfortunately, changes in the capital markets have altered the
timetable and operating approach to the achievement of the model
as originally envisioned. A different kind of executive is
needed to lead the company at this time and as such, it no
longer makes sense for me to continue in my role and I will be
leaving the company. I am proud of the role I played in the
launch of this pioneering business, in building a growing
awareness of the Webvan brand and in defining a distribution
channel which will dramatically change retailing as we have
known it in the past. I am convinced, as I have been from the
outset, that Webvan has a solid business model, which over time
will alter retailing and the way people shop."

Shaheen plans to take some time to evaluate his future and
pursue personal objectives.

Robert Swan, chief operating officer of Webvan, will lead the
company until the board of directors appoints Shaheen's
successor.

                      About Webvan

Webvan Group, Inc. is setting a new standard for Internet
retailing, combining for the first time the convenience of
online shopping with a personalized courier service that
delivers products into customers' homes within a time window of
their choosing. Through its Web site, http://www.webvan.com,
Webvan offers a broad selection of quality products at
competitive prices. The company's relentless focus on customer
service, innovation, and value saves its customers time and
money. Webvan's corporate headquarters are located in Foster
City, CA.


                            *********


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

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

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

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


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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                      *** End of Transmission ***