TCR_Public/010618.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 18, 2001, Vol. 5, No. 118

                            Headlines

BROADBAND WIRELESS: Taps D.R. Payne For Restructuring Assistance
BUY.COM: Receives Notice of Delisting From Nasdaq
CAMBEX CORP.: Stockholders To Meet On June 28 In Massachusetts
CHILDTIME LEARNING: Reports Fourth Quarter & FY 2001 Losses
CLIMACHEM INC.: Standard & Poor's Slashes Debt Ratings To D

CONSUMER PORTFOLIO: Shareholders' Annual Meeting Set For July 5
EDISON: CPUC Okays SCE's Payment Pact with Qualifying Facilities
ENTERTAINMENT TECHNOLOGIES: Sells Midessa Speedway To Repay Debt
FINOVA GROUP: Court Approves New Employee Retention Plans
FINOVA: Berkadia-Backed Plan Going for Confirmation on August 10

FRUIT OF THE LOOM: Settles Litigation With Deborah Danker
GENESIS HEALTH: Value Allocation Under The Reorganization Plan
GENSYM CORPORATION: Appeals Nasdaq's Move To Delist Shares
GERALD STEVENS: Selling Florafax, Flower Club To Equity Resource
IMPERIAL SUGAR: Proposes Balloting And Voting Procedures

INDEPENDENT INSURANCE: S&P Downgrades Ratings to BB From BBB+
INDEPENDENT INSURANCE: Fitch Cuts Financial Strength Rating to B
INDEPENDENT INSURANCE: A.M. Best Cuts Financial Rating Too
INTEGRATED HEALTH: Settles Pride Mobility's Reclamation Claim
IVC INDUSTRIES: Congress Financial Grants Waiver of Loan Default

JORE CORPORATION: Shares Knocked Off Nasdaq Market
JRA, 222: Tidel Technologies Gives Update On Bankruptcy Case
JRA, 222: Chapter 11 Case Summary
LAKAH GROUP: Fitch Drops Senior Debt Rating To D From CC
LOEWS CINEPLEX: Court Blocks Creditors' Bid To File Own Plan

LTV CORP.: C&K & Enviroserve Move To Be Paid As Critical Vendors
MAIL-WELL: S&P Affirms Low-B Ratings, Outlook Is Negative
NORD PACIFIC: Misses A$750,000 Debt Payment To Straits Resources
ORBITAL SCIENCES: Raises $112 Million From Sale Of MDA Shares
PACIFICNET.COM: Nasdaq Hearing Set For July 12, 2001

PLAY BY PLAY: Director Howard G. Peretz Resigns
POLAROID CORP.: Implements Restructuring Plan to Reduce Debt
POLAROID CORP.: Ratings Down To Junk, Still On Watch Negative
POLAROID CORP.: Moody's Junks Credit Ratings
PSINET INC.: Retains Wilmer, Cutler & Pickering As Counsel

PSINET INC.: Selling Chilean Operations To iLatin-Led Group
SOCRATES TECHNOLOGIES: May File For Bankruptcy Protection Soon
SYMONS INT'L: Raises $27.4MM From Sale Of Crop Insurance Assets
VLASIC FOODS: Deadline For Filing Proofs of Claim Is July 9
W.R. CARPENTER: Ratings Drop To D in Wake of Upright Bankruptcy

W.R. GRACE: Committee Taps FTI Policano & Manzo As Advisor
WHEELING-PITTSBURGH: Inks Transport Pact With Ohio River Company
WINSTAR COMM.: Committee Hires Alvarez & Marsal as Advisor
WOODS EQUIPMENT: S&P Cuts Debt Ratings To CC After Default

BOND PRICING: For the week of June 18 - 22, 2001

                            *********

BROADBAND WIRELESS: Taps D.R. Payne For Restructuring Assistance
----------------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin
Board: BBAN) has retained the professional consulting firm D.R.
Payne and Associates, Inc. located in Oklahoma City, OK to
assist the company with the development of final plans and
processes necessary in restructuring the company and abating the
existing potential contingent liabilities which hamper the
company. The contingent liabilities result from the activities
of previous company officials and directors as named in the SEC
action from August 8, 2000 involving Broadband.

The company has been operational and executing its business plan
since February of this year. "We recognize the market exists and
are pleased with the reception of the company's service
offerings in the Banking and Native Indian business sectors, two
of the most substantial target markets in our business plan. Our
goal has been to establish the viability of our participation in
these markets in order to build momentum and support for
proceeding with the final phases of the rehabilitation of the
company," said Albie L. Shaffer, the company's Chairman.
"Assuming the successful execution of this final planning, the
company could find itself unimpeded by the potential contingent
liability issues and removed from the SEC action in August of
this year."

Company officials anticipate notification to shareholders of
record will begin later this month and include a proxy
solicitation identifying the necessary disclosure statements,
the proposed structure and plan of the company going forward
with detail of the consummation of the plan being contingent
upon obtaining and maintaining cash reserves for plan funding,
and requesting shareholder vote for support of the endorsed
plan.

Broadband Wireless International Corporation is an emerging
provider of wireless Intranets and Internet access whose goal is
to provide fundamental solutions for today's demanding business
requirements. As a wireless network service provider (NSP) with
specific expertise in wireless facility-to- facility
connectivity and Internet access, our solutions feature true
broadband performance primarily using wireless communications
links which enable organizations to seamlessly share information
over wireless technologies.


BUY.COM: Receives Notice of Delisting From Nasdaq
-------------------------------------------------
buy.com (Nasdaq: BUYX), The Internet Superstore(TM) received a
Nasdaq Staff Determination on June 7, 2001, indicating that the
Company no longer meets the requirements for the continued
listing of its common stock on the Nasdaq National Market, and
that its securities are, therefore, subject to delisting from
the Nasdaq National Market. The notification is based on the
failure by the Company to maintain a minimum bid price of $1.00
as required by Nasdaq listing maintenance standards set forth in
Marketplace Rule 4450 (a)(5). The Company has requested a
hearing before a Nasdaq Listing Qualifications Panel to review
the Staff Determination; however, there can be no assurance that
the Panel will grant the Company's request for continued
listing.

                      about buy.com

buy.com, The Internet Superstore(TM) and low price leader,
offers its 3.8 million customers nearly 1,000,000 SKUs in a
range of categories including computer hardware and software,
electronics, wireless products and services, books, office
supplies and more. Individuals and businesses can shop quickly
and easily at buy.com 24 hours a day, 7 days a week. buy.com was
named the No. 1 electronics e-tailer in the PowerRankings by
Forrester Research, Inc. (November 2000), a "Best of the Web" in
the computer and electronics category by Forbes Magazine (spring
2000 and fall 2000), "Best Overall Place To Buy" by Computer
Shopper Magazine (January 2001). buy.com, founded in June 1997,
is located in Aliso Viejo, California. For more information
visit http://www.buy.com


CAMBEX CORP.: Stockholders To Meet On June 28 In Massachusetts
--------------------------------------------------------------
The Annual Meeting of Stockholders of Cambex Corporation, a
Massachusetts corporation, will be held in the Conference Room
of Cambex Corporation, 360 Second Avenue, Waltham,
Massachusetts, on Thursday, June 28, 2001, at 10:00 A.M. for the
following purposes:

      (1) To elect the Class II Director to the Board of
          Directors to serve for a term ending in 2004 and until
          his successor is duly elected and qualified.

      (2) To consider and act upon a proposal to amend the
          Company's Restated Articles of Organization to increase
          the number of authorized shares of Common Stock of the
          Company from 25,000,000 shares to 50,000,000 shares.

      (3) To consider and act upon any other matters which may
          properly come before the meeting and any adjournments
          thereof.

The Board of Directors has fixed the close of business on
Monday, April 30, 2001 as the record date for the determination
of Stockholders entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.


CHILDTIME LEARNING: Reports Fourth Quarter & FY 2001 Losses
-----------------------------------------------------------
Childtime Learning Centers (Nasdaq: CTIM) announced financial
results for the fourth quarter and fiscal year ended March 30,
2001.

The Company reported revenues of $34,989,000 for the fourth
quarter ended March 30, 2001, as compared to last year's fourth
quarter revenues of $32,364,000, an 8 percent increase. For the
fiscal year ended March 30, 2001, revenues increased to
$147,437,000, as compared to last year's revenues of
$128,736,000, a 15 percent increase.

During the fourth quarter, the Company recorded a restructuring
charge of $4,000,000 pertaining to the planned closure of 19
centers during the first half of fiscal 2002, the shut down of
Oxford Learning Centers of America and severance costs
associated with certain former officers of the Company.

Additionally, in accordance with SFAS No. 121, the Company
recorded a non-cash asset impairment charge of $1,447,000
related to the write down of a portion of the recorded asset
values pertaining to 14 of the Company's centers.

Operating income for the fourth quarter before restructuring and
impairment charges was $1,194,000, as compared to $2,028,000 for
the fourth quarter of fiscal 2000. Operating income for fiscal
2001, again exclusive of restructuring and impairment charges,
was $5,677,000, as compared to $7,365,000 for the prior year.
After adjusting for the above noted restructuring and asset
impairment charges, fourth quarter operating losses were
$4,253,000, as compared to operating income of $2,028,000 in the
fourth quarter of fiscal 2000. Operating income for the fiscal
year was $230,000, down from the prior year's operating income
of $7,083,000.

The net loss for the fourth quarter ended March 30, 2001, was
$2,741,000, as compared to net income of $1,168,000 for the
prior year fourth quarter. The net loss for the fiscal year
ended March 30, 2001, was $609,000, as compared to net income
from the prior year of $4,329,000.

The loss per share on a diluted basis for the fourth quarter
ended March 30, 2001, was $0.54, as compared to earnings of
$0.23 for the fourth quarter last year. For the fiscal year
ended March 30, 2001, the loss per share on a diluted basis was
$0.12, as compared to earnings of $0.82 per share on a diluted
basis for the prior year.

"Since January 2001, the new management team has been guiding
Childtime in a new strategic direction. As previously mentioned,
the Company recorded restructuring and impairment charges during
the fourth quarter which related to the closing of 19 centers,
asset write-offs with respect to 14 additional centers and the
closing of Oxford Learning Centers of America," stated James
Morgan, Interim President and CEO. "Reducing or eliminating non-
strategic costs and non-performing assets in order to re-invest
those resources into a strengthened core business is our main
objective. The result of these actions is to improve the quality
of our services and ultimately increase shareholder value,"
added Morgan.

As the nation's second largest publicly traded child care
provider, Childtime currently employs over 5,500 professional
educators and child care providers that perform a vital service
to more than 30,000 children and their parents in 23 states and
the District of Columbia.


CLIMACHEM INC.: Standard & Poor's Slashes Debt Ratings To D
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
ClimaChem Inc. to 'D' from double-'C'. At the same time,
Standard & Poor's lowered its senior unsecured debt rating on
the company to 'D' from single-'C'.

The downgrades reflect ClimaChem's decision not to make its June
1, 2001, interest payment on its $105 million, 10.75% senior
notes. The company will have a 30-day period to cure this
situation before it becomes an event of default under the
indenture.

ClimaChem is a regional producer of nitrogen-based products and
a manufacturer of climate-control products. Profitability and
cash flows remain under extreme pressure, reflecting continued
weakness in the agricultural and blasting-grade ammonium nitrate
business, Standard & Poor's said.


CONSUMER PORTFOLIO: Shareholders' Annual Meeting Set For July 5
---------------------------------------------------------------
The annual meeting of the shareholders of Consumer Portfolio
Services, Inc. will be held at 10:00 a.m., local time, on
Thursday, July 5, 2001, at the Company's offices, 16355 Laguna
Canyon Road, Irvine, California for the following purposes:

      * To elect the Company's entire Board of Directors for a
        one-year term.

      * To amend the Company's 1997 Long-Term Incentive Stock
        Plan to increase the number of shares issuable pursuant
        to awards under the plan from 2,500,000 to 3,400,000, and
        otherwise.

      * To ratify the appointment of KPMG LLP as the Company's
        independent auditors for the fiscal year ending
        December 31, 2001.

      * To transact such other business as may properly come
        before the meeting.

Only shareholders of record at the close of business on May 8,
2001, are entitled to notice of and to vote at the meeting.


EDISON: CPUC Okays SCE's Payment Pact with Qualifying Facilities
----------------------------------------------------------------
The California Public Utilities Commission (CPUC) approved
contract amendments between Edison International unit Southern
California Edison (SCE) and certain small generators that will
reduce the utility's risk of involuntary bankruptcy and stem the
tide of lawsuits against it, according to Dow Jones. The
amendments provide for eventual full payment to the generators
for past power deliveries, offer renewable generators a five-
year fixed price of 5.37 cents per kilowatt hour for power, and
stipulate that the generators must drop or suspend lawsuits
against the utility.

About 33 small generators, or qualifying facilities (QFs), have
sued SCE because it has not paid them $1.3 billion for past
power deliveries. The QFs have been viewed by financial analysts
as among the most likely parties to file for SCE's involuntary
bankruptcy if payment issues weren't resolved. The amendments
approved by the CPUC will only apply to those QFs who agree to
them, a SCE spokesman said, so some risk of an involuntary
bankruptcy filing could remain, as well as some lawsuits.
However, a spokesman for one group of renewable generators said
he thought at least 85-90 percent of renewables would sign on to
the contract amendments. (ABI World, June 14, 2001)


ENTERTAINMENT TECHNOLOGIES: Sells Midessa Speedway To Repay Debt
----------------------------------------------------------------
Entertainment Technologies & Programs Inc. (OTCBB:ETPI),
announced the sale of the Midessa Speedway last week. The
speedway, located between Midland and Odessa, TX was sold for
$205,000.

The sale of the speedway was part of ETPI's "debt reduction
plan" designed to eliminate non-performing assets and allow the
company to focus its capital and resources towards the core
subsidiaries. The plan began with the exchange of the waterpark,
speedway and raw land to repay approximately $2.9 million of
long-term debt and related accrued interest. The strategic move
reduced total liabilities by approx. 44% and improved
shareholders equity by approx. $840,000.00. ETPI is continuing
work on other segments of the plan that are designed to further
reduce debt and improve shareholder equity.

"The liquidation of those assets is going as planned," said
George C. Woods, ETPI's president and chief financial officer.
The elimination of the debt from our balance sheet is making a
significant contribution towards the company's profitability. As
our financial performance continues to improve our balance
sheet, our cost of funds will dramatically decrease. Therefore,
this will be beneficial to our shareholders by contributing to
the projected positive cash flow and earnings per share for our
third quarter and our budgeted 2002 fiscal year.

The waterpark opened on June 8th and is performing as budgeted.
ETPI has been contracted to manage the waterpark for the 2001
season.


FINOVA GROUP: Court Approves New Employee Retention Plans
---------------------------------------------------------
The FINOVA Group, Inc. told Judge Walsh they have a talented and
dedicated work force that is vital to the maintenance of
FINOVA's businesses and the success of its reorganization. By
Motion, the Debtors sought two forms of relief. First, they
sought approval for the assumption of four separate retention
and incentive plans for different employees and different
business units and six compensation agreements with senior
executives. Second, the Debtors sought an order approving their
disclaimer of interest in certain funds placed in escrow
prepetition in connection with termination agreements of six
executives.

                     The New Retention Plans

In the Debtors' estimation, the retention and incentive features
of these plans will cost $29 million in the aggregate. They
range in duration from 7 to 18 months, cover groups of employees
ranging in size from 10 to 485 and support lines of businesses
with portfolios ranging in size from $200 million to over $1
billion. As reductions in force will occur over longer periods
of time and are more difficult to predict because of the unknown
effects of voluntary turnover, costs associated with severance
payments are not included.

The Debtors told the Court that the cost of the plans and
agreements is minimal compared to the assets managed by the
employees, which can only be preserved by retaining the
employees.

Many employees, the Debtors said, are involved in the active
management of its loan portfolio which exceeds $10 billion in
value. Many of the loans are large, and exceed $10 million.
Virtually all of the loans are collateralized, and require
active supervision and management to assure the adequacy of
collateral. The loans have significant financial covenants that
must be actively monitored. Finally, many of its loans are
"revolvers" under which borrowers have the right to obtain
future advances; Decisions as to whether a borrower is entitled
to such advances frequently must be made almost instantly, the
Debtors told the Court.

All of the activities and processes described above require
considerable professional skill and judgment and require a
detailed knowledge of particular credits which is often not
reflected in documents, but which is the result of experience
and contacts with the borrower over time, the Debtors represent.
The employees who work on accounts and manage the loan
portfolios are thus critical to the maintenance of the value of
its assets, the Debtors asserted.

The process of portfolio management also involves dealing with
default and potential default situations, as well as returned or
foreclosed assets, the Debtors relate. "Other units," the
Debtors went on, "engage in leasing transactions, and must not
only monitor the leases, but deal with returned and offlease
assets. Many of these assets are airplanes, which require active
maintenance as well as familiarity with market conditions. In
this regard, one of the issues consistently facing the Debtors
is whether to upgrade aircraft and/or convert to cargo carriers,
all of which involves potential costs of millions of dollars per
airplane. Still other employees are involved in the Debtors'
management of funds relating to their loans."

"A corollary of the relief already granted is the need to retain
the employees that actually operate the system," the Debtors
represented, "Finally, the entire process must be managed. The
loss of critical managers and supervisors poses a threat to
business operations, as well as to the Debtors' ability to deal
with their creditors in this bankruptcy case."

Moreover, the Debtors told the Court, both before and after
their petitions, critical steps have been taken to reduce work
force to necessary levels, resulting in a reduction of employees
from 1499 to 747 at all levels since January 1, 2000 and a
reduction of senior executive ranks from twelve to six shortly
before the bankruptcy. The Debtors tell Judge Walsh that they
are truly lean at present, and retention of the Debtors'
employees, managers, and executives thus is imperative,
especially when the skills and abilities of their work force
makes employees vulnerable to offers from other companies.

The Debtors recapped that in mid-2000, in connection with the
company's plan to actively seek a transaction involving a
possible merger with, or takeover by, another entity, FINOVA
adopted a number of incentive and retention plans with the
objective of assuring a stable and energized work force. These
plans generally expired before or shortly after the filing of
these bankruptcy cases.

In the Court's first day orders, the Debtors were granted the
authority to continue payments under various retention plans,
and to make certain payments under plans that were about to
expire. At that time, the Debtors informed the Court that they
were continuing to work on new retention plans that, when
completed, would be brought before the Court for approval. This
process has been completed, the Debtors said, and by motion, the
Debtors sought approval of the Court to implement the new plans.

The Debtors have concluded that these plans and agreements are
critical to their ability to successfully reorganize and to
preserve assets, and it is an exercise of sound business
judgment for them to seek the Court's approval and have these
plans and agreements put in place.

             The Plans And Compensation Agreements

            (A) The 4 Retention and Incentive Plans

(1) The Broad Based Retention and Incentive Plan

      (a) Participants

          -- include all employees except the CEO, executive-
             officer direct reports to the CEO and employees
             covered by any other plan, approximately 485 in
             number.

      (b) Term of Plan: from April 1, 2001 to December 31, 2001.

      (c) Retention Bonuses

          Amounts:

            Total retention bonuses equal participants' target
            annual bonuses under the company's Management
            Incentive Plan, pro-rated for the term of the plan (9
            months).

          Payment Schedule:

            -- 1/9 th of each participant's Retention Bonus
               accrues each month.

            -- Every other month, 50% of the accrued Retention
               Bonus is paid to participants and 50% is carried
               forward to the next month.

            -- At the beginning of January 2002, the total
               remaining balance of the accrued Retention Bonus
               is paid to the participant.

      (d) Emergence Bonuses

          Amounts:

            Each line of business and staff function department
            received a pool equal to 10% of annual base salaries.
            Each participant has been assigned an Emergence Bonus
            equal to no less than 5% and more than 15% of his or
            her base annual salary.

          Payment Schedule:

            50% of each participant's Emergence Bonus is paid
            upon confirmation and 50% is paid 90 days thereafter.

      (e) Year-End Discretionary Bonuses

          Amounts:

            Non-executive-officer participants who participate in
            FINOVA's Tier II and III Severance Plans are eligible
            for Year-End Discretionary Bonuses of 20% of annual
            base salaries pro-rated for the plan period of 9
            months. All other participants are eligible for Year-
            End Discretionary Bonuses of 10% of annual base
            salaries pro-rated for the plan period of 9 months.

          Payment Schedule:

            Pools will be distributed in January 2002 and bonuses
            will be paid to participants in February 2002. Pool
            amounts may vary based on line of business and staff
            department performance; participant awards are
            discretionary based on individual performance.

      (f) Spot Award Bonuses

          Amounts:

            Each line of business and staff department will
            receive a Spot Award Bonus pool at the beginning of
            each quarter equal to 0.5% of annual base salaries.

          Payment Schedule:

            Awards to participants are entirely discretionary as
            to timing and amounts based on individual efforts and
            accomplishments.

      (g) Enhanced Severance

            The Enhanced Severance benefits adopted in May 2000
            and set to expire on June 1, 2001 will be extended
            through December 31, 2002.

          Amounts:

            Non-Exempt and Lower-level Exempt Employees - 2 weeks
            per year of service; minimum of 8 week; maximum of 52
            weeks.

            Mid-level and Upper-level Exempt Employees - 3 weeks
            per year of service; minimum of 16 weeks; maximum of
            52 weeks.

            Senior-level Employees (excluding Tier II and III
            participants) - 4 weeks per year of service; minimum
            of 26 weeks; maximum of 52 weeks.

            Senior-level Employees in Tier III - 1 times the sum
            of their highest annual base salaries and annual cash
            bonuses in the last four years.

          Payment Schedule:

            Enhanced Severance benefits are paid upon involuntary
            termination without cause.

          Other Key Provisions:

            -- Voluntary Terminations and Terminations for Cause
               or Performance: Participants who voluntarily
               resign or are terminated for cause are ineligible
               for any bonus or severance compensation.

            -- Management Discretion: Management, in concert with
               Human Resources, has the authority to modify
               retention payments and incentive bonuses if it is
               determined that individual performance warrants
               such actions.

            -- Compensation Cap: Total retention and incentive
               payments in any 12-month period will not exceed
               200% of an employee's annual base salary.

(2) Corporate Finance Retention and Incentive Plan

      (a) Participants

          Participants include all employees in good standing
          retained by the Corporate Finance division beyond April
          1, 2001. This consists of approximately 118 employees.
          Employees hired on or after January 1, 2001 will be
          eligible to participate in the plan after completing a
          probationary period or no more than 90 days.

      (b) Term of Plan: from April 1, 2001 to September 30, 2002,
          can be extended at the sole discretion of F1INOVA.

      (c) Retention Bonuses.

          All participants are eligible for retention bonuses.

          Amounts:

            Retention bonuses under this plan are a continuation
            of the retention bonuses under the prior plan enacted
            May 2000. In some cases they have been increased and
            in others decreased, reflecting changes in individual
            job duties and criticality.

          Payment Schedule:

            50% of each participant's retention bonus is paid at
            the beginning of the month following the month for
            which he or she has been retained; 50% is deferred to
            the date he or she is laid off.

      (d) Recovery Incentive Bonuses

          Eligibility:

            All participants are eligible for Recovery Incentive
            Bonuses.

          Calculation of Pool Contributions:

            Portfolio assets are divided into three categories:

            Category 1 - loans written off + the reserve portions
                         of loans with reserves,

            Category 2 - the non-reserve portions of Loans with
                         reserves,

            Category 3 - loans without reserves.

            Each month, recoveries from the prior month are
            calculated for loans in all three categories. 4% of
            recoveries from Category 1 assets are contributed to
            the pool, 1% of recoveries from Category 2 assets are
            contributed to the pool, and 0% of recoveries from
            Category 3 assets are added to the pool.

          Calculation of Participant Awards from the Pool:

            Each participant is assigned a target award equal to
            a percentage of the total pool, based on his or her
            criticality. Actual awards may vary from target
            awards based on individual performance

            10% of the pool is reserved for discretionary payouts
            by the VP-Corporate Finance Division to reward
            extraordinary results.

          Payment Schedule

            Incentive Bonus payments are made at the ends of the
            months immediately following the months for which
            participants are being rewarded.

      (e) Severance

          Eligibility

            All participants who are laid off (i.e.,
            involuntarily terminated without cause) are eligible
            for severance benefits.

          Amounts

            Severance benefits are equal to the greater of (A)
            Benefits under FINOVA's Enhanced Severance Plan
            implemented in May 2000, or (B) amounts equal to the
            participant's base monthly salary times half the
            number of months from April 1, 2001 to his/her
            termination date. (With respect to the preceding part
            (B), the total shall be no greater than that which
            would be due to a participant with ten years of
            service.)

          Other Key Provisions

            -- Voluntary Terminations and Terminations for Cause
               or Performance: Participants who voluntarily
               resign or are terminated for cause or performance
               are ineligible for any retention, incentive or
               severance compensation.

            -- Management Discretion: Corporate Finance
               management, in concert with Human Resources, has
               the authority to modify retention payments and
               incentive bonuses if it is determined that
               individual performance warrants such actions.

            -- Compensation Cap: Total retention and incentive
               payments in any 12-month period will not exceed
               200% of an employee's annual base salary.

(3) Mezzanine Capital Employee Incentive Plan

      (a) Participants: include all employees in good standing
                        retained by Mezzanine Capital beyond
                        April 1, 2001, approximately 23 in
                        number.

      (b) Term of Plan: from January 1, 2001 to December 31, 2001
          which may be extended at the sole discretion of FINOVA.

      (c) Retention Bonuses

          No retention bonuses are payable under this plan.

      (d) Recovery Incentive Bonuses.

          -- Establishment of Thresholds

             A "Bonus Base" is established for each loan and
             private equity investment. These are equal to:

             (i)   Loans. The loan amount less reserves and less
                   amounts previously written off.

             (ii)  Private Company Stock Sales. The December 31,
                   2000 book value which is the lower of cost or
                   market.

             (iii) Private Company Warrant Sales. The January 1,
                   2001 FAS 133 valuations.

          -- Contributions to Incentive Pools

             The following amounts are set aside for Recovery
             Incentive Bonus Pools:

               1% of cash applied to reductions of the loan
               principal balances (in accordance with GAAP) up to
               Bonus Bases,

               10% of cash from loan repayments in excess of
               Bonus Bases, including non-contractual fees,

               10% of cash from liquidations of private equity
               investments in excess of Bonus Bases.

               Minus

               10% of cash liquidations from the sale of private
               equity investments below Bonus Bases.

          -- Monthly Payments to Particzpants

             (i)   1% of Cash Applied to Reductions ofLoan
                   Principal balances up to Bonus Bases. 25% is
                   paid monthly to Portfolio Management
                   Participants; 75% deferred to the end of the
                   year.

             (ii)  10% of cash from loan repayments in excess of
                   Bonus Bases, including non-contractualfees.
                   50% is paid monthly to Portfolio Management
                   Participants; 50% deferred to the end of the
                   year.

             (iii) 10% of cash from liquidations of private
                   equity investments in excess of Bonus Bases.
                   50% is paid monthly to Senior Management
                   Participants; 50% deferred to the end of the
                   year.

          -- Quarterly Payments to Staff Participants.

             A total of 25% of each Staff Employee participant's
             expected year-end bonus will be paid in two equal
             payments during the year; the first on the first pay
             period following July 1, 2001 and the second on the
             first pay period following October 1, 2001. These
             two payments will be deducted from the Staff
             Employee participant's actual year-end bonus,
             payable in February 2002.

          -- Year-End Payments to Participants.

             (i)   Portfolio Management and Staff Participants.
                   Amounts deferred to year-end from 1% of cash
                   applied to reductions of loan principal
                   balances up to Bonus Bases and 10% of cash
                   from loan repayments in excess of Bonus Bases,
                   including non-contractual fees will be paid to
                   Portfolio Management and Staff participants.

             (ii)  Senior Management. Amounts deferred to year-
                   end from 10% of cash from liquidations of
                   private equity investments in excess of Bonus
                   Bases and net of deductions for liquidations
                   below Base Bonus levels will be paid to Senior
                   Management participants.

          -- Year-End Payments Dependent on Portfolio Quality.

             (i)   If reserves, non-earning accounts and charge-
                   offs increase by $30 million or more from
                   January 1, 2001 through December 31, 2001, 50%
                   of the year- end bonus pool will be forfeited.

             (ii)  If they increase by less than $20 million, all
                   of the year-end bonus pool will be paid.

             (iii) Results between $20 million and $30 million
                   will be interpolated.

      (e) Severance

            The Enhanced Severance Plan implemented for all
            employees in May 2000 and set to expire June 1, 2001
            is extended through December 31, 2002.

      (f) Other Key Provisions

          -- Sales of Assets

             Sales of loan assets are excluded from this
             incentive plan.

          -- Management Discretion

             The head of the line of business, his immediate
             supervisor and the head of Corporate Portfolio
             Management, together, have the discretion to modify
             bonus base levels on individual loans and private
             equity investments where the result would be more
             equitable.

          -- Voluntary Terminations and Terminations for Cause or
             Performance.

             Participants who voluntarily resign or are
             terminated for cause or performance are ineligible
             for any incentive or severance compensation.

          -- Compensation Cap.

             Total retention and incentive payments in any 12-
             month period will not exceed 200% of an employee's
             annual base salary.

(4) Realty Capital Liquidation Retention & Incentive Plan

      Enhanced Severance -- The Realty Capital Liquidation
        Retention & Incentive Plan was approved and implemented
        in January 2001 by The FIINOVA Group Inc. Board of
        Directors. In anticipation of a liquidation by the end of
        April 2001, there were no provisions in the plan for
        extending the Enhanced Severance benefits beyond their
        June 1, 2001 expiration date. Because of delays in the
        liquidation process attributable to the Chapter 11
        bankruptcy filing on March 7, 2001, the company
        anticipates retaining its Realty Capital employees beyond
        June 1, 2001. To facilitate this retention, the Board of
        Directors approved an extension of Enhanced Severance
        benefits through December 31, 2002.

            (B) The 6 Compensation Agreements and Releases

In connection with management restructuring prepetition, the
Debtors decided that they needed to retain six senior executives
and terminate six senior executives.

The Debtors told the Court that the retained executives are
critical to their ability to continue to actively manage, on a
daily basis, their primary assets - their loan portfolios. In
order to retain these executives in light of the Debtors'
financial state, the Debtors sought the Court's approval of
Compensation Agreements and Releases with these executives:

                 * Derek C. Bruns,
                 * Jack Fields III,
                 * William J. Hallinan,
                 * Bruno A. Marszowski,
                 * William C. Roche, and
                 * Stuart A. Tashlik.

The Debtors told the Court that these agreements also protect
the Debtors from liability for changing the compensation
arrangements with these executives. The Debtors sought and
obtained the Court's approval for filing copies of these
agreements under seal.

The Debtors advised that, with one exception, each Compensation
Agreement and Release replaces the benefits the respective
employees would have received under (a) the Executive Retention
Plan, (b) the Executive Severance Plan - Tier 2, and (c) the
Executive Officer Group Salary Contribution Plan.

The agreement with William J. Hallinan replaces the benefits he
would have received under

       (a) the Executive Retention Plan,
       (b) the Executive Severance Plan - Tier 1,
       (c) the Executive Officer Group Salary Contribution Plan
           and
       (d) an employment agreement dated February 25, 1992.

The employee will be entitled to receive the following severance
benefits, provided he signs the Company's standard release
agreement:

       (a) one year's Base Salary payable on the effective date
           of the execution of the severance agreement; however,
           if the employee is terminated without cause prior to
           any Lump Sum or Bonus payments under his agreement, he
           will be entitled to a severance payment equal to the
           greater of one year's Base Salary and three years'
           Base Salary less Lump Sums and Bonuses that were
           actually received; the employee may be required to
           serve as a consultant in exchange for one year's
           salary; and

       (b) COBRA coverage, financial counseling, outplacement
           services and life insurance benefits for 12 months.

The Base Salaries and Lump Sum and Bonus payments for each
employee are described in the agreements that are attached under
seal.

            Disclaimer for Funds Escrowed Prepetition

The Debtors related that, shortly before filing their petitions,
they made a number of management changes, including terminating
six executives. Each terminated executive was given a choice of
whether to accept certain benefits prior to the filing of the
petition or stand in their rights during the bankruptcy case.
Each executive, specifically, John J. Bonano, Matthew M. Breyne,
Robert M. Korte, Gregory C. Smalis, Meilee Smythe, and J. Chris
Webster, accepted the benefits offered and executed the offered
severance agreements, which also contained a general release of
the Debtors from any liability.

The agreements and releases were executed prepetition, and the
Debtors deposited the funds required under the agreements with
the escrow agent, Security Title Agency, Inc., prepetition.
However, Arizona law required that each employee be given seven
days after execution to rescind the agreement and this seven-day
period expired after the petition had been filed. As a result,
the escrow agent has refused to release the funds to the
terminated employees without the court's approval. The Debtors
have disclaimed any interest in the funds (except residual
amounts) and urged the escrow agent to release the funds, but
the escrow agent has expressed a fear of liability and has
refused to release the funds without a court order.

In view of the circumstance, the Debtors disclaimed in the
motion "any and all interest, right or title to any of the
prepetition funds being held by Security Title Agency, Inc." and
ask the Court to approve the disclaim and to direct and
authorize the escrow agent to disburse these prepetition funds
as required by the Severance Agreements and Releases.

The Debtors asserted that a key determination is whether the
transfer of the funds is a true escrow. An escrow, the Debtors
stated, is the deposit of property by a grantor with a third
party, to be held by that third party until the occurrence of a
condition that is not under the control of the grantor, and then
to be delivered to the grantee upon the occurrence of such a
condition. In addition, the delivery of the property to the
third party must be irrevocable in that the grantor may not have
the power to revoke the transfer, the Debtors observed.

In the present case, the Debtors asserted that:

    -- FINOVA's deposit of funds with the escrow agent is a true
       escrow;

    -- under the terms of the severance agreements, disbursement
       of the funds is conditioned upon whether the executive who
       is a party to the severance agreement has revoked his or
       her acceptance of the severance agreement by March 14,
       2001 (the Effective Date) and FINOVA has no control
       whatsoever over the occurrence of this condition, or any
       right to revoke the severance agreements or to withdraw
       the deposit of the funds with the escrow agent.

Therefore, the Debtors disclaimed any interest in the funds and
asked that the Court approve this disclaimer and order that
these prepetition funds be disbursed in accordance with the
prepetition severance agreements.

           Limited Objection By the Creditors' Committee

The Committee filed a limited objection to the motion. The
Committee indicated that it did not object to the bulk of the
retention and incentive plans but objected to the Compensation
Agreements and Releases by which the Debtors seek payments to
the six persent senior executives and six terminated former
executives. The Committee considered such payments exorbitant,
in light of comparable plans by the Committee's accountants,
Pricewaterhouse Coopers. The study prepared by PwC indicated
that the compensation proposed to be paid and the severance
arrangements proposed to be entered into are at or in excess of
the highest level paid in comparable cases reviewed by PwC, with
the exception of one chapter 11 debtor whose CEO was hired post-
petition and earned a substantial success bonus.

Inasmuch as the Debtors are being managed by Leucadia - a
proposed purchaser of the Debtors as part of Berkadia LLC - the
Committee was concerned that the proposed payments were an
attempt by Berkadia to buy the Debtors' management in
furtherance of its takeover of the Debtors.

The Committee also opposed the Debtors' request that the Court
approve the Debtors' disclaimer of any interest in certain
escrow funds established pre-petition in connection with the
severance agreements entered into by and between the Debtors and
the six senior executives terminated on the eve of bankruptcy.

The Committee reminded the Court that the Debtors are in fact
managed by a proposed purchaser, Leucadia National Corporation.
Pursuant to a Management Agreement dated as of February 26,
2001, entered into without Court order or creditor approvals,
Leucadia manages the Debtors' operations at a cost of $8 million
per annum (paid in advance), the Committee pointed out.

The Committee observed that "the lion's share of the amounts
sought to be paid to the six senior executives pursuant to the
Compensation Agreements and Releases are in no way performance
based, and are therefore more akin to additional (and
exorbitant) salary than to any form of incentive compensation."

The Committee also pointed out that the Debtors' contractual
commitement made ten days before the Petition Date was made
without approval of their creditors, their shareholders, or the
Court, in which they agreed to consummate a plan of
reorganization proposed by Berkadia, puruant to which Berkadia
would receive 51% of the equity of the restructured Debtors. In
connection with this "Prereorganization Transaction," the
Debtors have already paid Berkadia and its affiliates a
commitment fee of $68 million and have promised to pay an
additional $60 million, plus unlimited cost reimbursement, the
Committee noted. "An element of the Prereorganization
Transaction was the dismissal of six of the Debtors' top
executives, termination of the Debtors' outside restructuring
advisors, and a hand-over of control of the Debtors' operations
to Leucadia by the Debtors' remaining executives," the Committee
pointed out.

The Committee saw what had occurred as in substance a takeover
of the Debtors by Berkadia without the consent of the Debtors'
creditors, shareholders or the Court. Accordingly, the Committee
expressed serious concerns that the Debtors' request for
excessive compensation for the remaining six executives - the
ostensible fiduciaries for the creditors in the FINOVA cases -
may be an attempt to buy management's support for the Berkadia
plan.

As for the Escrow Funds for the benefit of the six Terminated
Executives, the Committee noted that this occurred just days
before the FINOVA chapter 11 cases were filed. The Committee
also pointed to the lack of discussion in the Debtors' motion of
whether the funding of this escrow would be recaptured by the
Debtors' estates as a perferential transfer, or whether the
Terminated Executives are subject to the cap on severance
contained in section 502(n)(7) of the Code. These issues must be
addressed before these funds should be paid over to the
Terminated Executives, the Committee remarked.

Based on what they observed and the reasons given, the Committee
requested that the Court: (a) deny the Debtors' request to
approve the Compensation Agreements and Releases; (b) deny the
Debtors' request to approve the Debtors' attempts to disclaim
any interest in the Escrow Funds.

       Debtors' Supplemental Memorandum in Support of Motion

Subsequent to the Committee's filing of the limited objection,
the Debtors filed a Supplemental Memorandum in which the Debtors
emphasize certain additional facts which they presented by
testimony at the hearing.

The Debtors told the Court that the Compensation Agreements and
Releases (CARs) were negotiated shortly before the petition date
with six continuing executives, and executed shortly after the
Petition Date. The six executives, the Debtors say, had not
received any bonus or retention payments for the prior year,
even though all nonexecutive employees had received such
payments. Thus, the Debtors' Board viewed the CARs as two-year
arrangements, the Debtors told the Court. Each of the executives
assumed additional responsibilities in connection with the CARs,
the Debtors related, and the executives surrendered substantial
benefits under prior plans and commitments. In all cases, the
total benefits surrendered significantly exceeded the benefits
under the CARs, the Debtors represented. Moreover, the total
benefits surrendered that would be allowable claims in
bankruptcy under section 502(b)(7) of the Bankruptcy Code
significantly exceeded the benefits to be received under the
CARs, given that the Debtors have proposed a reorganization plan
with 100% payment of claims, the Debtors reminded the Court.

The Debtors also pointed out that each of the six executives
receives a base salary comparable to industry norms. In response
to the Committee's comments, the Debtors contend that they have
always relied on significant bonuses and incentive compensation
as well as equity incentives for senior executives and the CARs
reflect their historical practices shorn of an equity component.
Moreover, the CARs are part of an emergence strategy, the
Debtors noted, as retention of the six executives is critical
for the plan of reorganization that they have filed or any other
plan.

The Debtors also related that a Special Committee of the Board,
consisting of Professor Kenneth R. Smith (chairman of the
Board's Human Resources Committee) and G. Robert Durham
(Chairman of the Board), with input from Jay Alix & Associates
(the prepetition financial advisors to the Debtors), considered
and discussed numerous proposals, including the two proposals
dated February 21 and 26, 2001. The Special Committee developed
the CARs, which were subsequently reviewed and approved by the
Board's Human Resources Committee and the entire Board, the
Debtors told the Court.

In particular, the Debtors noted, the terms of the CARs were
formulated and structured before the Berkadia transaction. The
timing of the formulation and structuring of the CARs, the
Debtors pointed out, contradicts the suggestion by the Creditors
Committee that the CARs are a form of payment by Berkadia to the
executives.

The Debtors further told the Court that, although termination of
the six senior executives took place shortly before the petition
date, the possible termination and realignment of executives was
under discussion by the Board long before the Berkadia
transaction, and became very active in late January, 2001. These
issues were considered in February, prior to the Berkadia
transaction, the Debtors relate. Specifically, the Debtors note
that on February 8, 2001, the Board held a meeting to discuss
the need for a replacement CEO and to consider prospective CEO
candidates who had been identified during the prior two weeks;
on February 9, 2001, again prior to the Berkadia transaction,
the Special Committee interviewed two prospective CEO candidates
in anticipation of the need to make executive changes, and a few
days later, a third prospective CEO candidate was interviewed by
Mr. Durham. At the same time, the Debtors tell the Court, the
Special Committee evaluated the other senior executives to
determine the skill mix required in the circumstances.

The Debtors also told the Court that in the Severance
Agreements, each executive surrendered substantial benefits
under existing plans, that inn all cases, the benefits
surrendered significantly exceeded the benefits under the
Severance Agreements. Moreover, the total benefits surrendered
that would be allowable in bankruptcy under section 502(b)(7) of
the Bankruptcy Code significantly exceeded the benefits to be
received under the Severance Agreements, the Debtors observe.

Thus, for both the continuing executives and terminated
executives, the benefits surrendered that would be allowable
claims in bankruptcy under section 502(b)(7) of the Bankruptcy
Code significantly exceeded the benefits to be received under
the CARs and Severance Agreements, the Debtors presented to the
Court.

As for the escrow funds, the Debtors represented that these are
not property of the estate, as established by (a) the Severance
Agreements, and (b) documents that evidence a deposit of and
acceptance of escrow funds by the escrow agent.

                    The Court's Order

The Court approved and affirmed the Debtors' adoption of the
Plans and authorized the Debtors to implement the Plans under
sections 105(a) and 363 of the Bankruptcy Code. Judge Walsh
specified that the obligations of the Debtors under the Plans,
including any payments required thereunder, are postpetition
obligations of the Debtors and any default thereunder will be an
expense of administration pursuant to sections 503(b)(1) of the
Bankruptcy Code. Judge Walsh further made it clear that nothing
contained in the order shall create, nor is it intended to
create, any rights in favor of, or enhance the status of any
prepetition claim held by, any person.

Consideration of those aspects of the motion pertaining to the
Compensation Agreements and the Severance Agreements was
deferred. (Finova Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FINOVA: Berkadia-Backed Plan Going for Confirmation on August 10
----------------------------------------------------------------
Finova Group Inc. received court approval of a $6 billion
financing deal with Berkadia Inc., which it deemed crucial to
acceptance of its disclosure statement, according to Dow Jones.

Approval at Wednesday's hearing was delayed to provide Finova
time to go over last-minute amendments it had made to the
disclosure statement with several entities which had filed
objections.

Approval of the $6 billion financing arrangement with Berkadia
was the biggest hurdle facing Finova. The deal with Berkadia, a
joint venture of Berkshire Hathaway Inc. and Leucadia National
Corp., will provide a $6 billion loan to Finova plus cash-on-
hand which would bring the total to $7.35 billion. The loan will
allow Finova to continue its business operations and pay off its
creditors. In return for the loan, Berkadia will receive 51
percent of the equity in Finova.  Objections to the plan must be
submitted by Aug. 3. A confirmation hearing has been scheduled
for Aug. 10. (ABI World, June 14, 2001)


FRUIT OF THE LOOM: Settles Litigation With Deborah Danker
---------------------------------------------------------
On August 9, 1999, Ms. Danker commenced Deborah Danker v. Union
Underwear Company, Inc., in Kentucky, in the Warren Circuit
Court Division II, Case No. 99 CI-01005. In addition, on January
16, 2001, Ms. Danker filed another suit against Juan Carlos
Ibanez, a former Union employee, under the caption Deborah
Danker v. Juan Carlos Ibanez, Case No. 01 CI-0050. This case was
removed to the United States District Court for the District
of Kentucky, Bowling Green Division, under the caption Deborah
Danker v. Juan Carlos Ibanez, Case No. 1:01CV-SI-M.

Ms. Danker, in both cases alleged claims of discrimination and
retaliation based on events that occurred before and after the
petition date. Mr. Ibanez was employed by Fruit of the Loom
prior to and after the petition date and therefore, is entitled
to payment of his costs and indemnity for claims asserted by Ms.
Danker. This entitlement is pursuant to Court order, dated
December 30, 1999.

Ms. Danker and Fruit of the Loom have entered into a settlement
agreement which, among other things, settles, waives, releases
and discharges any and all claims, demands, actions, or causes
of action, known or unknown, which Ms. Danker may have against
Fruit of the Loom, its affiliates and anyone currently or
formerly involved with the firm, including Mr. Ibanez. Ms.
Danker will be subject to non-disclosure and confidentiality
covenants.

Fruit of the Loom relies on Rule 9019(a), "which empowers the
Bankruptcy Court to approve compromises and settlements if they
are in the best interests of the estate." Vaughn v. Drexel
Burnham Lambert Group, Inc. (In re Drexel Burnham Lambert Group,
Inc.), 134 B.R. 499, 505 (Bankr. S.D.N.Y. 1991). The role of the
court on a motion under rule 9019(a) is to determine the
"fairness, reasonableness and adequacy of a settlement."
In re Marvel Entertainment Group, Inc., 222 B.R. 243, 249
(Bankr. D.Del. 1998).

Ms. Stickles informed Judge Walsh that the settlement agreement
was negotiated in good faith and at arm's length. It protects
Fruit of the Loom and its estate from the costs and uncertainty
of further litigation.

In addition, Ms. Stickles asked the Judge, in accordance with
section 107(b)(2) and Rule 9018, for permission to file the
proposed settlement agreement under seal. Subject to
confidentiality agreements and upon request, Union Underwear
will make the settlement agreement available to the creditors'
committee, the prepetition secured bank group, the informal
committee of secured noteholders and the U.S. Trustee. Ms.
Stickles asserted that such relief is warranted due to the
sensitive nature of the agreement. Disclosure of such
information would be prejudicial to Fruit of the Loom and the
estates in that it will prompt the filing of similar claims-even
if without merit-to compel similar settlement agreements. (Fruit
of the Loom Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENESIS HEALTH: Value Allocation Under The Reorganization Plan
--------------------------------------------------------------
The largest claims against Genesis Health Ventures, Inc. & The
Multicare Companies, Inc. consist of the Genesis Senior Lender
Claims (Class G2) and the Multicare Senior Lender Claims (Class
M2). With minor exceptions, the claims in these classes are
secured by first priority liens on substantially all the
property of the Genesis Debtors and the Multicare Debtors,
subject to the liens of the lenders under the debtor in
possession credit agreements and the liens of pre-existing
mortgagees and other secured creditors described in Classes G1
and M1.

                 Senior Lender Deficiencies

After setting aside the value of the properties that are
collateral for the preexisting secured claims (Classes G1 and
M1), there is not enough enterprise value remaining to provide a
full recovery to the holders of the Genesis Senior Lender Claims
and the Multicare Senior Lender Claims, even if those classes
received 100% of the New Senior Notes, the New Convertible
Preferred Stock, the New Common Stock, and the New Warrants. The
following table illustrates such deficiencies:

                                                  Value or Claim
                                                  --------------
Genesis Enterprise Value                         $1,125,000,000
   less: Debtor in Possession financing              200,000,000
         Administrative Expenses                      25,000,000
         Other Secured Claims (Class G1)             115,077,000
                                                  --------------
Value Remaining                                    $784,923,000

Amount of Genesis Senior Lender Claims
(Class G2)                                       $1,198,460,000

   less: Adequate Protection Payments Received       195,979,000

Remaining Genesis Senior Lender Claims
(Class G2)                                       $1,002,481,000
Deficiency for Class G2                           ($217,558,000)

Multicare Enterprise Value
(including cash on hand)                           $400,000,000
   less: Administrative Expenses                      10,000,000
         Other Secured Claims (Class M1)              26,318,000

Value Remaining                                    $363,682,000
Amount of Multicare Senior Lender Claims
(Class M2)                                         $443,400,000
Deficiency for Class M2                            ($79,718,000)

The absolute priority rule in section 1129(b) of the Bankruptcy
Code would preclude the distribution of any value to junior
classes, including to holders of unsecured claims in Classes G4,
G5, M4, and M5.

              Compromise with Unsecured Creditors

To facilitate a rapid conclusion to the chapter 11 cases, the
Genesis Debtors, the Genesis unsecured creditors' committee, and
the holders of the Genesis Senior Lender Claims have had
negotiations. As a result, the holders of the Genesis Senior
Lender Claims have agreed to provide a portion of the value to
which they would otherwise be entitled to holders of unsecured
claims in Classes G4 and G5. It is specified in the Plan that
the treatment of those classes in the Plan reflects this
settlement and is not an admission by the holders of the Genesis
Senior Lender Claims that such classes would otherwise be
entitled to any recovery. Conversely, the support of the Plan by
the Genesis unsecured creditor's committee is not an agreement
as to the enterprise value of the Genesis Debtors described in
the Disclosure Statement or the validity of the liens of the
holders of the Genesis Senior Lender Claims.

The counterparts in the Multicare cases have also engaged in
negotiations but no agreement has been reached.
(Genesis/Multicare Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENSYM CORPORATION: Appeals Nasdaq's Move To Delist Shares
----------------------------------------------------------
Gensym Corporation (Nasdaq/NNM: GNSM), pursuant to Marketplace
Rule 4815(b), received notice on June 7, 2001 from the Nasdaq
National Market (NNM) that the NNM had determined to delist the
Company's common stock from the NNM, effective at the opening of
business on June 15, 2001, unless the Company requests a hearing
prior to that time. Based on the Company's review of its
business plan, Gensym requested a hearing to appeal Nasdaq's
decision. A hearing request will stay the delisting of the
Company's securities pending a decision by the Nasdaq Listing
Qualifications Panel. In its notice to the Company, Nasdaq
informed Gensym that, based on the Company's financial
statements for the quarter ended March 31, 2001, Gensym was no
longer in compliance with the minimum $4,000,000 net tangible
assets requirement for the NNM under Marketplace Rule
4450(a)(3). Until the Panel reaches its decision, the Company's
common stock will remain listed on the NNM.

There can be no assurance as to when the Panel will reach a
decision, or that such a decision will be favorable to Gensym.
An unfavorable decision will result in the immediate delisting
of the Company's common stock from NNM irrespective of Gensym's
ability to appeal the decision. If delisted, the Company expects
that its common stock will be eligible for listing on either the
Nasdaq SmallCap Market or the OTCBB.

Gensym Corporation (www.gensym.com) is a leading provider of
adaptive software products that model, simulate and manage e-
business infrastructure. Gensym software is powered by
ProTelligence(TM), the company's unique, high-performance
reasoning-engine technology. Since 1986, Gensym has sold nearly
15,000 product licenses to organizations in communications,
manufacturing, aerospace, transportation, government and other
industries. Gensym is making e-business infrastructure work(TM).
Gensym is a registered trademark and ProTelligence and making e-
business infrastructure work are trademarks of Gensym
Corporation.


GERALD STEVENS: Selling Florafax, Flower Club To Equity Resource
----------------------------------------------------------------
Gerald Stevens Inc. (OTCBB:GIFTE) entered into a revised
contract to sell Florafax, its national wire service business,
and the Flower Club, its corporate affinity marketing business,
to Fla.-based Equity Resource Partners in a Chapter 11
proceeding for $10.15 million in cash and the assumption of
certain liabilities.

In order to implement the terms of the sale, Florafax and the
Flower Club filed voluntary reorganization petitions under
Chapter 11 with the U.S. Bankruptcy Court in Miami, where Gerald
Stevens' Chapter 11 proceedings are currently pending. The
revised contract, which supersedes a previously announced
agreement with Equity Resource Partners, is subject to higher
and better offers as well as Bankruptcy Court approval.

In connection with the filing of the petitions, the company
received an order from the Bankruptcy Court approving bidding
procedures and setting a hearing date of July 9, 2001 to approve
the sale of Florafax and the Flower Club. While the sale is
pending, Florafax and the Flower Club will continue to operate
their businesses as usual. Florafax members will receive timely
payment for their orders, and all commitments relating to the
Flower Club will be honored in accordance with existing
practices. Employees will continue to be paid and receive their
benefits in the normal manner.

Additional information will be available on Gerald Stevens' Web
site at http://www.geraldstevens.com.

                   About Gerald Stevens

Gerald Stevens Inc. is the largest specialty retailer and
marketer of floral products in the United States. The company
operates a network of approximately 300 floral specialty retail
stores; an Internet business that handles retail orders 24 hours
a day, seven days a week; and National Flora, a leading national
floral marketing company with premium-placed advertisements in
Yellow Page directories. Gerald Stevens also owns its own import
and sourcing operation in Miami.


IMPERIAL SUGAR: Proposes Balloting And Voting Procedures
--------------------------------------------------------
Imperial Sugar Company, appearing through M. Blake Cleary of the
law firm of Young Conaway Stargatt & Taylor LLP, asked that
Judge Robinson approve the use of color-coded ballots keyed to
the various voting classes of creditors and interest holders to
reduce potential confusion, and permit the use of master ballots
to streamline the voting procedures and reduce the costs
associated with tabulating the numerous votes from holders of
claims and interests in those classes where interests may be
held by brokers, banks, and other intermediaries, or in street
names.

To this end, the Debtors sought Judge Robinson's approval of
ballot forms and certain voting procedures.  The Debtors
proposed that all votes to accept or reject the Plan be cast by
using the ballots to voting classes as:

                     Color-Coded Ballots

            Voting Class                  Ballot Color

              Class 2A                     light gray
              Class 2B                     light gray
              Class 2C                     light gray
              Class 2D                     light gray
              Class 5A                     light yellow
              Class 5B                     pink
              Class 9                      light green

                    The Balloting Agents

The Debtors also requested approval of two balloting agents.  In
the Disclosure Statement, creditors in Classes 2A, 2B, 2C and 2D
are instructed to send their completed ballots to Harris Trust &
Savings Bank, Attn:  Diana Williams, 111 West Monroe, 4th Floor,
East, Chicago, Illinois 60603.  Creditors in Classes 5A, 5B and
9 (other than persons whose securities are held in the name of a
broker, bank, nominee, or other proxy intermediary, and proxy
intermediaries who are casting master ballots on behalf of
beneficial owners of Imperial Senior Subordinated Notes or
existing equity, are instructed to return their ballots to D. F.
King & Co.

                    Master Ballots

The Debtors further requested approval of the use of master
ballots for creditors in Classes 5A and 9 whose securities are
held in the name of a broker, bank, nominee or other proxy
intermediary.  These creditors will be instructed to return
their completed beneficial ballots to the broker, bank, nominee
or other proxy intermediary responsible for casting a Class 5A
or Class 9 master ballot.  The Debtors also proposed to include
a statement in the Disclosure Statement suggesting that
creditors return their beneficial ballots to their broker, bank,
nominee or other proxy intermediary at least 10 days prior to
the voting deadline established by the Court so that each
broker, bank, nominee or other proxy intermediary has sufficient
time to tally votes and submit a master ballot on their behalf
by the voting deadline.

                    Voting Deadline

The Debtors finally requested that the Court order that all
ballots accepting or rejecting the plan, including master
ballots, be received by the proper balloting agent by 5:00 p.m.,
Eastern Time, on the first business day that is at least 15 days
before the hearing on confirmation presently set for August 7,
2001.

                   The Sugar Beet Growers Object

Various farmers who grow or produce sugar beets in Michigan and
Ohio, appearing through Jean Marie Hansen and Cooch & Taylor,
objected to the Debtors' Motion.  Each grower produces sugar
beets for Michigan Sugar Company.  Prepetition, each grower
contracted land to plant, cultivate, harvest and sell during the
2000 campaign, season or crop year, to Michigan Sugar on
contracted acreages.  The Growers told Judge Robinson that they
object to the treatment and classification of their claims in
the Plan, and that until these issues are resolved, they cannot
properly evaluate the impact of the proposed balloting and
voting procedures.   Therefore, the Growers file a limited
objection to this Motion as a place-saving procedure. (Imperial
Sugar Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INDEPENDENT INSURANCE: S&P Downgrades Ratings to BB From BBB+
-------------------------------------------------------------
Standard & Poor's lowered its counterparty credit and insurer
financial strength ratings on U.K.-based insurer Independent
Insurance Co. Ltd. to double-'B' from triple-'B'-plus. At the
same time, Standard & Poor's revised the CreditWatch
implications on Independent to negative, from developing, where
they were placed on May 24, 2001.

The lowering of the ratings follows the failure to complete the
capital raising plans being pursued by its parent company,
Independent Insurance Group PLC, and the subsequent temporary
suspension of business, pending clarification of the appropriate
level of technical provisions and the reinsurance position. The
double-'B' rating reflects the company's weakened capital
position in addition to its significantly damaged business
reputation that will be difficult to recover from.

The CreditWatch negative designation reflects the possibility of
a further deterioration in the group's financial position if the
technical provisions need to be increased and the reinsurance
protection proves not to be robust.

Standard & Poor's expects to update this CreditWatch within the
next few weeks, as further information becomes available
concerning the group's capital position.


INDEPENDENT INSURANCE: Fitch Cuts Financial Strength Rating to B
----------------------------------------------------------------
Fitch, the international rating agency, has downgraded the
Insurer Financial Strength (IFS) rating of Independent Insurance
Company Limited to 'B' from 'BBB'. The Outlook for the rating is
Negative.

The rating action follows the company's announcement that it is
to cease underwriting new business and renewals, further to its
an unsuccessful attempt to raise additional capital. Fitch
understands the company is continuing to explore other options,
including the sale of all or part of the business. The agency
believes run-off of the company can only be avoided by merger
with, or acquisition by, a major insurance company. Fitch feels,
however, the uncertainty surrounding the ultimate technical
provisions
remains a significant impediment to this solution.

In recent weeks the company has been trying to address the issue
of its weakening capital position in light of recent reserve
strengthening. In addition, financial flexibility has been
weakened by the continuing effect of negative cash flow,
reported over the last three years. Further reserve
deterioration cannot be ruled out and Fitch believes this could
have a significant impact on the solvency of the company. Fitch
recognizes that the vast majority of insurance companies placed
into run-off in this market, have ultimately become insolvent.


INDEPENDENT INSURANCE: A.M. Best Cuts Financial Rating Too
----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating of
Independent Insurance Company, Limited to B- (Fair) with
developing implications from B++ (Very Good) with developing
implications.

The rating action reflects the announcement that the company has
failed to achieve the required support for its capital raising
exercise as a consequence of continuing reserve and reinsurance
uncertainties and is now seeking to sell some or all of its
business units. Effective immediately, it has--after discussions
with the Financial Services Authority--temporarily ceased
writing new or renewal business.

The rating will remain under review until management makes
available further details of the options it is considering,
which include a trade sale or run-off.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at www.ambest.com.


INTEGRATED HEALTH: Settles Pride Mobility's Reclamation Claim
-------------------------------------------------------------
In the ordinary course of their businesses, Integrated Health
Services, Inc. purchased and received certain products from
Pride Mobility Products Corporation for use in their healthcare
facilities.

On or about February 11, Pride served certain reclamation
demands on the Debtors seeking, pursuant to applicable state law
and section 546(c) of the Bankruptcy Code, the segregation and
return of certain products sold by Pride to the Debtors within
the ten day period prior to the Filing Date.

The Debtors, with the assistance of their advisors, have
analyzed the Reclamation Demands and, based upon such analysis,
have concluded that Pride has a valid and timely reclamation
claim in the amount of $72,849.66 pursuant to applicable state
law and section 546(c) of the Bankruptcy Code.

The Debtors and Pride stipulated and agreed that:

      (1) Pursuant to section 546(c)(2)(A) of the Bankruptcy
Code, the Reclamation Demands are denied.

      (2) In lieu of reclamation, Pride is granted an allowed
administrative expense claim in the amount of $72,849.66
pursuant to sections 503(b) and 546(c) of the Bankruptcy Code,
to be paid in 6 equal monthly installments of $12,141.61, with
the first to be made within 10 days of the Court's approval of
this Stipulation and Order and each subsequent installment to
be made on or before the 10th day of the next succeeding month
until Pride's allowed reclamation claim has been satisfied in
full.

      (3) In consideration of the above, Pride agrees to supply
products to the Debtors in accordance with the current supply
agreements, provided, however, that the payment terms will be
net 30 days from the date of invoice.

      (4) Except as specifically set forth, nothing contained in
this Stipulation and Order will be deemed a waiver or release by
the Debtors or Pnde of any other rights, claims or defenses
between the parties.

      (5) Nothing contained in this Stipulation and Order will be
construed or deemed to be an assumption of any executory
contract pursuant to section 365 of the Bankruptcy Code.

After a hearing on May 25, 2001, Judge Walrath gave her stamp of
approval to the Stipulation and Agreement. (Integrated Health
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


IVC INDUSTRIES: Congress Financial Grants Waiver of Loan Default
----------------------------------------------------------------
IVC Industries, Inc. (OTC BB:IVCO.OB) has entered into an
Amendment to its Loan and Security Agreement with Congress
Financial Corporation, a subsidiary of First Union Corporation.
Under the terms of the Amendment, Congress has waived an event
of default that had existed due to the Company's violation of
one of its financial covenants. The terms of the Amendment call
for, among other things, the increase of the rate of interest on
the facility to the prime rate plus three percent, an amendment
fee of $50,000, and a reset of the financial covenant that was
violated.

                    About IVC Industries, Inc.

IVC Industries, Inc. is engaged in the manufacturing, packaging
and worldwide sales and distribution of vitamins, nutritional
supplements and over-the-counter (non-prescription)
pharmaceutical products through drug stores, supermarkets and
mass merchandising chains, as well as health food stores, and
independent drug stores. Its products are distributed under the
"Fields of Nature", "LiquaFil", "Pine Bros.", "Nature's Wonder"
and "Synergy Plus"" brands, as well as under the private brands
(store brands) of its retail chain store customers.


JORE CORPORATION: Shares Knocked Off Nasdaq Market
--------------------------------------------------
Jore Corporation (Nasdaq:JOREQ) announced that The Nasdaq Stock
Market has determined that continued listing of Jore's common
stock is no longer warranted, effective June 18, 2001.

The Company received a Nasdaq Staff Determination on June 8,
2001, indicating that Jore fails to comply with the minimum bid
price and market value of public float required for continued
listing set forth in Marketplace rules 4450(f) and 4330(a)(3),
and that Jore's common stock is therefore, subject to delisting
from Nasdaq.

Additional reasons cited by Nasdaq included the Company's filing
for protection under Chapter 11 of the U.S. Bankruptcy Code on
May 22, 2001, and the Company's inability to demonstrate
compliance with all requirements for continued listing. Trading
of the Company's common stock has been halted since the Chapter
11 filing date.

Jore also announced that David H. Bjornson has resigned from the
Company's Board of Directors and as Executive Vice President
effective June 11, 2001. Bjornson will continue to serve the
Company as General Counsel and Corporate Secretary from his
private legal practice in Missoula, Montana.

                   About Jore Corporation

Jore Corporation designs and manufactures innovative power tool
accessories and hand tools for the do-it-yourself and
professional craftsman markets. The Company relies on advanced
technologies and advanced equipment engineering in its
manufacturing processes to drive cost reductions and higher
quality in its products. Its products save users time by
offering enhanced functionality, increased productivity and ease
of use. Jore sells its products under the licensed Stanley(R)
brand, as well as under various private labels of the industry's
largest retailers and power tool manufacturers, including Sears,
The Home Depot, Lowe's, Menard's, Canadian Tire, Tru*Serv, Black
& Decker, Makita and more.


JRA, 222: Tidel Technologies Gives Update On Bankruptcy Case
-------------------------------------------------------------
Tidel Technologies, Inc. (Nasdaq:ATMS) reported that its former
largest customer, JRA, 222, Inc. d/b/a Credit Card Center
("CCC"), which filed for protection under Chapter 11 of the
United States Bankruptcy Code on June 6, 2001 in the United
States Bankruptcy Court for the Eastern District of
Pennsylvania, had its first hearing Wednesday.  At the hearing,
the Court had set Friday, June 15, 2001 as the date it will rule
on CCC's applications to retain legal counsel and use certain
cash collateral to pay pre-petition wages for a limited number
of employees.  In May 2001, Tidel had commenced various legal
actions to enforce and protect its rights with respect to
amounts owed to it by CCC.  These actions have been stayed by
virtue of the bankruptcy filing.

At the filing date, CCC owed Tidel the principal amount of
approximately $27 million, excluding any amounts for interest
and other charges.  The obligation is secured by a collateral
pledge of accounts receivable, inventories and transaction
income.  Tidel has not received any payments from CCC on amounts
due since January 2001.  Tidel has not shipped any products to
CCC since December 2000.

The financial information accompanying the original petition
indicated that CCC had total assets of approximately $34 million
and total liabilities of approximately $87 million.  The
preliminary data is incomplete, but detailed schedules
summarizing all assets, including the collateral pledged to
secure the amounts due to Tidel, are expected to be filed later
this month.  Tidel is in the process of evaluating all available
information and reviewing, in light of the information
available, the value of its pledged collateral in respect of the
current status of CCC to determine whether the anticipated
proceeds from the liquidation of such collateral exceed amounts
due to the company.  In the event the value of the collateral
pledged to Tidel is insufficient to support the recoverability
of any or all amounts due, Tidel could incur a significant
charge to earnings for the quarter ended June 30, 2001, or in
future periods.

Tidel Technologies, Inc. is one of the nation's leading
manufacturers of automated teller machines and cash security
equipment designed for specialty retail marketers. In 2000,
Tidel was the leading provider of ATMs to non-bank locations in
the U.S., and ranked 55th in Forbes' list of the 200 Best Small
Companies in America.  To date, Tidel has sold more than 30,000
retail ATMs and 115,000 retail cash controllers in the U.S. and
36 other countries.  More information about the company and its
products may be found on the Internet at http://www.tidel.com


JRA, 222: Chapter 11 Case Summary
----------------------------------
Debtor: JRA, 222, Inc.
         aka Credit Card Center
         4850 Rhawn Street
         Philadelphia, PA 19136

Chapter 11 Petition Date: June 6, 2001

Court: Eastern District of Pennsylvania (Philadelphia)

Bankruptcy Case No.: 01-18495

Judge: Kevin J. Carey

Debtor's Counsel: Aris J. Karalis, Esq.
                   Ciardi, Maschmeyer & Karalis, P.C.
                   1900 Spruce Street
                   Philadelphia, PA 19103
                   215-546-4500

                         and

                   Maureen P. Steady, Esq.
                   7137 Torresdale Avenue
                   Philadelphia, PA 19103
                   215-333-1920


LAKAH GROUP: Fitch Drops Senior Debt Rating To D From CC
--------------------------------------------------------
Fitch, the international rating agency, has downgraded the Lakah
Group's Senior Unsecured debt rating to 'D' from 'CC' and taken
the rating off Rating Watch Negative.

This rating action follows the group's failure to make the 8
June 2001 interest payment due on its USD100mln 2004 bonds
within the five day grace period. Following this event of
default, and considering the level of indebtedness within the
group, Fitch views it as unlikely that Lakah will be able to
repay all its obligations. At year-end 2000 the group had debt
of some EGP1.7bln (USD450mln).

The Holding Company for Financial Investment - The Lakah Group,
is today the largest private group in Egypt, in terms of paid-up
share capital. The Lakah Family's involvement in businesses in
Egypt dates back to the 1890's, when it had interests in
commodity trading, real estate, agriculture and various
industrial operations.  In the 1960's the Lakah Family began its
representation of a number of suppliers of medical equipment
throughout Egypt and had also acquired interests in the steel
industry.  During the late 1980's and 1990's, the family
expanded its interests to include construction activities,
healthcare management and other industrial investments.  The
Lakah family's interests were subsequently transferred into
Lakah Holdings which was incorporated as a joint stock company
in November 1998 and listed on the Cairo Stock Exchange. More
recently, a further restructuring has been carried out with the
creation of The Lakah Group, comprising two distinct business
groupings - Healthcare and Industrial.  The Lakah family remain
firmly in control of The Lakah Group, with Ramy Lakah owning 50%
of the shares and Michel Lakah owning a further 40%. Banque de
Caire holds the remaining 10% of shares.


LOEWS CINEPLEX: Court Blocks Creditors' Bid To File Own Plan
------------------------------------------------------------
Judge Allan Gropper of the Southern District of New York on
Tuesday rejected a bid by creditors of Loews Cineplex
Entertainment Corp. to end the movie theater operator's
exclusive right to file a bankruptcy reorganization plan,
according to Reuters. Gropper granted New York-based Loews
Cineplex, Canadian conglomerate Onex Corp. and Los Angeles-based
investment firm Oaktree Capital Management LLC a 120-day
extension (until Oct. 13) to file its reorganization plan.

Loews Cineplex, which is the largest publicly traded U.S. movie
theater operator, had agreed when it filed for protection from
creditors on Feb. 15 to an $850 million buyout from Onex,
Oaktree and investment firm Pacific Capital Group Inc. Pacific
Capital later withdrew from the buyout group. The creditors'
committee had been seeking to file a competing reorganization
plan. Onex and Oaktree recently signed a letter of intent to pay
$36.6 million for the equity of GC Companies Inc., the Chestnut
Hill, Mass.-based parent of General Cinemas Theatres, which also
filed for bankruptcy protection. (ABI World, June 14, 2001)


LTV CORP.: C&K & Enviroserve Move To Be Paid As Critical Vendors
----------------------------------------------------------------
C&K Industrial Services, Inc., asked Judge Bodoh to designate it
a "critical vendor" as that term is used in The LTV
Corporation's Motion for authority to pay claims of certain
unidentified vendors it deemed to be critical, and direct that
LTV pay its prepetition claim in full, in cash, right now.
Enviroserve, J.V. brought a parallel motion to Judge Bodoh. Both
creditors are represented by Robert W. McIntyre, Robert R.
Kracht, and Scott J. Dean of counsel to McIntyre, Kahn, Kruse &
Gillombardo Co., LPA, of Cleveland, Ohio.

The Movants reviewed the critical vendor motion brought by the
Debtors on the Petition Date, in which several categories of
critical vendors and service providers were described as (a)
"Processor and Warehouse Claims", (b) "Shipping Claims", (c)
"Regulatory Compliance Claims", (d) "Small-Business Claims" and
(e) "Single-source Vendor Claims". These claims purportedly were
to be paid a total of $33.5 million, although there was no
identification of the holders of critical vendor claims, nor was
there any provision for oversight or accountability as to
whether the $33.5 million dollars is actually paid to the
holders of critical vendor claims.

C&K provided prepetition services, and continues to provide
postpetition services, to the Debtor that qualifies it as a
critical vendor and/or service provider under one or more of the
categories identified in the critical vendor Motion. C&K assists
the Debtor in its compliance with various state and federal
regulations governing the clean-up and disposal of hazardous
waste and non-hazardous waste from the Debtor's operations. To
accomplish this cleanup, removal and disposal, C&K is required
by its 1998 agreement with the Debtor to furnish its employees
with various machines and other equipment on site at the
Debtor's Cleveland facilities, and to comply with all laws and
regulations relating to the cleanup, on-site transportation,
consolidation and disposal of hazardous waste materials that are
extracted from the Debtor's premises by C&K, together with
related regulatory reporting on a 24-hour, 7-day week basis. C&K
is the exclusive provider of these services, and is a sole
source/vendor responsible for 100% of the cleanup,
transportation, and disposal of hazardous waste and other
materials.

Despite the fact that C&K qualifies as a critical vendor and/or
service provider under one or more of the categories set out in
the critical vendor Motion, the Debtor has failed to pay C&K's
prepetition claim which is in the amount of approximately
$371,150.

Enviroserve provided prepetition services, and continues to
provide postpetition services to the Debtor which qualify it as
a critical vendor and/or service provider under one or more of
the categories identified in the critical vendor Motion.
Enviroserve assists the Debtor in its compliance with various
state and federal regulations governing the cleanup and disposal
of hazardous waste from the Debtor's Cleveland area operations.
In this regard Enviroserve was hired to perform a variety of
services on a regular basis including (a) the conduct of weekly
inspections of hazardous waste stored at various locations
throughout LTV's facilities; (b) performance of periodic dike
inspections regarding over 30 hazardous material tank dikes
located in and around LTV's facilities; (c) cleanup and disposal
of spills from the 30+ hazardous material storage tanks; (d)
ongoing PCB containment, cleanup, transportation and disposal of
PCB wastes; (e) fluorescent light bulb and PCB ballasts
collection from over 25 locations throughout LTV's facilities;
(f) emergency spill response services 24/7; (g) supply a
certified environmental manager to manage spills, containment,
cleanup, transportation and disposal of hazardous materials; (h)
collection, containment and disposal of aerosol, caustic spills,
contaminated oil, spent acids, contaminated soils and other
hazardous waste products, all from various Cleveland sites owned
and operated by LTV. The remainder of Enviroserve's legal and
factual arguments parallel those made by C&K. Its prepetition
claim is approximately $199,457.41.

              The Creditors' Committee Suggests the
           Movants Need to Read the Earlier Pleadings

The Official Committee of Unsecured Creditors of LTV Steel,
through its counsel Reed Smith LLP, said that each of
Enviroserve and C&K ignore the fact that the critical vendor
Order merely authorized the Debtors, in their sole discretion,
to pay certain prepetition claims. Additionally, the Order
authorized the Debtors to condition such payments on terms the
Debtors believed to be necessary or appropriate, again in their
sole discretion. The Committee said that, to date, the Debtors
have judiciously utilized the authority granted in the Order to
pay only such prepetition claims as have been absolutely
necessary to preserve their estates.

The Committee said it has monitored the Debtors' payments under
the Order and is satisfied that the Debtors have appropriately
exercised their discretion in limiting such payments. The
Committee also believes that the Debtors' decisions as to
whether or not to pay some or all of the prepetition claims of
critical vendors have been made in good faith in the reasonable
exercise of the authority granted them by the Order, and that it
is therefore not necessary or appropriate for the Court to order
the Debtors to pay the prepetition claims of any particular
creditor at this time. (LTV Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAIL-WELL: S&P Affirms Low-B Ratings, Outlook Is Negative
---------------------------------------------------------
Standard & Poor's affirmed its ratings for Mail-Well Inc. and
its Mail-Well I Corp. subsidiary (see list below).

The outlook is negative.

The affirmation follows Mail-Well's announcement that it plans
to sell several of its noncore businesses and initially use the
proceeds to reduce debt levels. However, due to the weak
economic environment and expected lower operating results, the
company's overall financial profile is not likely to improve
from current levels.

The planned dispositions of Mail-Well's labels and printed
office products divisions and certain other assets are expected
to produce meaningful proceeds. In addition, the divestitures
are aimed at simplifying the overall business structure and
enabling the company to concentrate on its core businesses:
envelopes and commercial print. As part of this refocus, Mail-
Well is restructuring its core businesses to improve
profitability and capitalize on market opportunities.

Ratings reflect the company's leading market positions in the
envelope and commercial print segments, offset by Mail-Well's
narrow business focus, competitive market conditions, and the
expectation that the company will continue to be a consolidator
in the highly fragmented printing industry.

Englewood, Colo.-headquartered Mail-Well is North America's
largest envelope producer and a leading commercial printer in
the U.S. While the company has grown aggressively via
acquisition in the past, Mail-Well's focus over the past 18
months has been on the integration of the American Business
Products acquisition and margin improvement. While the
integration has been successful, margins have been negatively
affected by the weakening economy and competitive pricing
pressures. Still, Mail-Well has generated solid cash from
operations and has continued to reduce debt.

Pro forma for the planned transactions and based on current
operating results, cash flow coverage of interest expense is
expected to be less than 3 times (x), and total debt to cash
flow is more than 4x. Financial flexibility is adequate with an
undrawn $250 million revolver and moderate maintenance capital
expenditures.

                     Outlook: Negative

Ratings may be lowered if Mail-Well does not improve its overall
financial profile by increasing its cash flow base and/or
reducing its debt levels. In addition, ratings may be lowered if
the company pursues significant debt-financed growth
opportunities, resulting in a weakening of credit measures from
current levels, Standard & Poor's said.

                     Ratings Affirmed:

      Mail-Well Inc.
           * Corporate credit rating at BB

      Mail-Well I Corp.
           * Senior secured debt
             (guaranteed by Mail-Well Inc.) at BB
           * Subordinated debt
             (guaranteed by Mail-Well Inc.) at B+


NORD PACIFIC: Misses A$750,000 Debt Payment To Straits Resources
----------------------------------------------------------------
Nord Pacific Limited (OTC Bulletin Board: NORPF; Toronto: NPF)
did not make the required June 1, 2001 property payment of
A$750,000 (US $400,000) to Straits Resources Limited for the
Tritton copper property. Straits has filed a default notice
pursuant to the Tritton purchase contract and requested remedies
that are available under that contract. The Company is working
with Straits and others in an attempt to correct this default.
We believe that there is a reasonable expectation that an
agreement can be reached.

The audit of the Company's financial statements by KPMG for the
year ended December 31, 2000 has been completed subject to final
review at the senior partner level. However, KPMG will not
release its report until it has received payment of its audit
bill and at the present time, the Company does not have the cash
resources to pay that bill.


ORBITAL SCIENCES: Raises $112 Million From Sale Of MDA Shares
-------------------------------------------------------------
On May 30, 2001, Orbital Sciences Corporation sold 12,350,000
common shares of its Canadian subsidiary, MacDonald, Dettwiler
and Associates Ltd. ("MDA") to a group of Canadian investors
that include CAI Capital Partners and Company II, L.P., British
Columbia Investment Management Corporation and the Ontario
Teachers' Pension Plan Board, raising gross proceeds of
approximately $112 million. The transaction price was negotiated
between Orbital and the purchasers. As a result of the
transaction, Orbital currently owns 5,650,000 common shares, or
approximately 16% of MDA's outstanding equity. Certain of the
purchasers have an option through June 30, 2001 to acquire all
or a portion of Orbital's remaining MDA shares.


PACIFICNET.COM: Nasdaq Hearing Set For July 12, 2001
----------------------------------------------------
PacificNet.com, Inc. (Nasdaq: PACT) received notification from
Nasdaq that its hearing before the Nasdaq Listings
Qualifications Panel to discuss the continued listing of the
Company's common stock on The Nasdaq National Market has been
scheduled for July 12, 2001.

The Company has provided Nasdaq current calculations of
compliance and a status update with respect to the Company's
plan for achieving sustained compliance with the $5,000,000
minimum market value of public float requirement for continued
listing on The Nasdaq National Market as set forth in
Marketplace Rule 4450(a)(2), including calculations of the
number of public float shares that have previously been agreed
to by Nasdaq Staff.

Pending the outcome of the hearing, completion of the review
process and further notification from Nasdaq, the Company's
common stock will continue to trade on The Nasdaq National
Market. However, there can be no assurance that the Panel will
grant the Company's request for continued listing on The Nasdaq
National Market.

                     About PacificNet

PacificNet is an Asian e-Business solutions provider that
develops and implements full-service e-Commerce solutions.
PacificNet solutions encompass consultation, implementation,
integration, training and support services. PacificNet has
developed a suite of proprietary e-Commerce software
applications that have been localized for use throughout Asia.
For more information, see http://www.PacificNet.com


PLAY BY PLAY: Director Howard G. Peretz Resigns
-----------------------------------------------
On June 7, 2001, Play By Play Toys & Novelties, Inc. received
the resignation of Howard G. Peretz from his position as a
Director of the Company.


POLAROID CORP.: Implements Restructuring Plan to Reduce Debt
------------------------------------------------------------
Polaroid Corporation (NYSE: PRD) announced a major global
restructuring plan designed to reduce debt and return the
company to profitability.  Approximately 2,000 positions, or 25
percent of the global workforce of 8,000, will be phased out
over the next 18 months.

The restructuring program should realize total annual cost
savings of between $175 million and $200 million by the end of
2003, and the company will take a series of restructuring
charges in 2001 and 2002 to reduce its cost base.  These charges
are expected to total between $150 million and $175 million.  In
addition to significant reductions in personnel, the
restructuring will involve a reduction and reconfiguration of
Polaroid's global operations.

"This is an extremely difficult decision, but an absolutely
necessary one if Polaroid is to compete in the digital future.
We must focus on our new Opal and Onyx instant digital printing
technologies and manage our core instant business to generate
cash and reduce debt," said Gary T. DiCamillo, chairman and
chief executive officer.

This is the second restructuring announced by Polaroid this year
and will impact virtually all of the company's global
operations, including about 1,000 employees in the United States
- most of them in Massachusetts.  In February, the company
announced a restructuring to reduce its workforce by
approximately 950 jobs.  That plan combined with the one
announced today will reduce the total number of Polaroid
employees worldwide to approximately 5,500 by the end of 2002.

DiCamillo acknowledged that the Polaroid core instant business
is experiencing steeper declines than projected due to the soft
economy and the competing growth of digital imaging.  He said
the restructuring plan is consistent with Polaroid's new two-
part business model to: (1) manage the company's core instant
products for cash and profitability; and (2) develop an instant
digital printing business with significant opportunity for
double- digit growth.

Polaroid introduced this new business model on May 31 at a
meeting with investors in New York, where Ian Shiers, executive
vice president -- worldwide sales and marketing, previewed steps
the company would take to compete in the digital future.

"Our infrastructure clearly is too big, and the changes in our
business require a significant reduction of our cost base in
line with our conservative revenue expectations for the next two
to three years," he said in New York. This announcement supports
that premise and puts Polaroid in a solid position to meet the
short-term financial targets that Shiers outlined:

     -- Gross margins in the low 40's as a percentage of sales
     -- Overhead around 30 percent of sales
     -- Double-digit operating margins
     -- Improved cash flow through strong EBITDA and a focused
        reduction of working capital and capital expenditures.

                        Second Quarter

Polaroid continues to focus on cash generation as its top 2001
priority. Cash flow for the quarter is ahead of plan due to
asset sales and reductions in working capital and capital
expenditures.  Operating results for the second quarter,
however, are likely to be in the area of the operating loss
reported in the first quarter, excluding potential one-time
charges and real estate gains.

Polaroid Corporation is the worldwide leader in instant imaging.
Polaroid supplies instant photographic cameras and films;
digital imaging hardware, software and media; secure
identification systems; and sunglasses to markets worldwide.
Visit the Polaroid web site at http://www.polaroid.com.


POLAROID CORP.: Ratings Down To Junk, Still On Watch Negative
-------------------------------------------------------------
Standard & Poor's lowered the following ratings of Polaroid
Corp.:
                                             To     From
    * Corporate credit rating                CCC+    B-
    * Senior secured bank loan rating        CCC+    B-
    * Senior unsecured debt                  CCC     CCC+
    * Senior unsecured shelf debt (prelim.)  CCC     CCC+
    * Subordinated shelf debt (prelim.)      CCC-    CCC

The ratings remain on CreditWatch with negative implications
where they were placed on Oct. 20, 2000.

The downgrade reflects ongoing weakness in the company's
operating performance, which could make it more difficult for
the company to refinance its pending debt maturities.

Polaroid announced its second major restructuring of the year,
which will reduce its global workforce by an additional 25% over
the next 18 months. Polaroid expects these measures will save
the company more than $175 million on an annual basis by the end
of 2003, in addition to annual savings of $60 million expected
from the first restructuring. Reductions to the company's cost
structure are positive and badly needed. However, no material
change in the company's cash flow is expected in the near term
because of the associated cash costs and implementation time
required.

Moreover, the severity of the actions highlights the significant
challenges Polaroid faces as sales of its instant imaging
products continue to decline due to the weak economy and the
growing acceptance of digital photography. Polaroid also
announced that it does not expect to record an improvement in
operating performance in the second quarter, as it had
previously hoped, and that the adjusted operating loss will be
similar to the $38 million loss recorded in the first quarter.
This would mark the third consecutive quarter with a major drop
in EBITDA, and would result in very weak EBITDA coverage of
interest expenses of around 1 times on a trailing 12-month
basis.

Polaroid also stated that its cash flow remains ahead of plan
due to asset sales and reductions in working capital and capital
expenditures.

Real estate sales announced in May and continued reductions in
working capital and capital expenditures are consistent with the
company's stated objective of maximizing cash flow and reducing
debt. Nonetheless, failure to stabilize operating performance
will make it difficult for Polaroid to meet its goal of reducing
debt by at least $100 million in 2001 and could make it more
difficult to refinance its pending debt maturities. Polaroid has
pending debt maturities of roughly $500 million in December 2001
and January 2002. The company is presently operating under a
second waiver of certain financial covenant violations under its
bank agreements that will expire on July 12, 2001.

Resolution of the CreditWatch continues to depend on Polaroid's
refinancing of its pending debt maturities, securing sufficient
liquidity to manage its business, and stabilizing operating
performance, Standard & Poor's said.


POLAROID CORP.: Moody's Junks Credit Ratings
--------------------------------------------
With approximately $1 billion of debt affected, Moody's
Investors Service lowered the following debt ratings of Polaroid
Corporation. All ratings are also placed on review for further
downgrade:

      * Senior implied rating to Caa1 from B2

      * Senior secured $350 million bank credit facility due
        December 2001 to Caa1 from B2

      * Senior unsecured notes aggregating $575 million due 2002,
        2006, and 2007 to Caa3 from B3

      * Senior unsecured shelf rating to (P)Caa3 from (P)B3

      * Subordinated shelf rating from to (P)Ca (P)Caa1

      * Preferred stock shelf registration to (P)"ca" from
        (P)"caa"

      * Issuer rating to Caa3 from B3

Moody's said that the downgrade reflects the company's
expectation of continued poor operating results in the second
quarter, a lack of investment or definitive partnership
arrangements for the introduction of new printing media, and the
refinancing risk of approximately $500 million of debt maturing
by January 2002. Moody's believes that it will be difficult for
the company to refinance its pending debt maturities.
Reportedly, Polaroid has achieved two waivers for the credit
facilities in February and May. The May waiver is extended until
July 12.

The company's ability to generate free cash flow in 2001 will be
the focus on the review for probable further downgrade while
simultaneously investing in new digital technologies and
refinancing debt, according to Moody's. The rating agency
recognizes Polaroid's restructuring announcement as an attempt
to create a more suitable cost structure, but the near-term cash
costs will likely put further stress on liquidity that is
already very tight, it said.

Polaroid designs, manufactures, and markets products worldwide
that are used primarily in the imaging fields and related
industries. The company's is headquartered in Cambridge,
Massachusetts.


PSINET INC.: Retains Wilmer, Cutler & Pickering As Counsel
----------------------------------------------------------
At PSINet, Inc.'s behest, Judge Gerber issued an interim order
authorizing the Debtors to retain, pursuant to Section 327 of
the Bankruptcy Code and Rule 2014 of the Bankruptcy Rules,
Wilmer, Cutler & Pickering ("WCP") as their counsel, nunc pro
tunc as of the commencement of the PSINet chapter 11 cases.

WCP is a full-service law firm with expertise, extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code, as well as in other legal areas, the Debtors
noted. Moreover, the firm has experience and knowledge
practicing before bankruptcy courts, including the courts of the
judicial southern district of New York.

In particular, WCP has been one of the Debtors' regular outside
legal counsel since 2000, and has provided legal services to the
Debtors in connection with various facets of their business.
Over the past few months, WCP has assisted the Debtors in
exploring restructuring alternatives, negotiating possible sale
transactions, representing PSINet Inc. (together with certain
individual officers and directors) in securities class actions,
and preparing for the Debtors' Chapter 11 filings. As a result,
WCP is intimately familiar with the Debtors' business operations
and financial affairs, as well as many of the legal issues that
are likely to arise in the course of their Chapter 11 cases.

The Debtors believe that WCP is both well-qualified and uniquely
able to represent them in their Chapter 11 cases. The employment
of WCP, the Debtors conclude, is necessary and in the best
interests of the estates.

WCP will be entitled to receive compensation for services
rendered, and reimbursement of expenses incurred, in accordance
with the Compensation Procedures Motion, the Bankruptcy Code,
the Bankruptcy Rules, the Local Bankruptcy Rules and all other
rules and orders of the United States Bankruptcy Court for the
Southern District of New York.

The Engagement Letter provides that WCP will accrue fees at
hourly rates ranging from:

      $375 to $615 for partners,
      $340 to $465 for counsel,
      $195 to $335 for associates, and
      $80  to $185 for most categories of paraprofessionals.

The principal attorneys and paralegals designated to represent
the Debtors and their current standard hourly rates are:

            William J. Perlstein     $570 per hour
            Eric R. Markus           $435 per hour
            Andrew N. Goldman        $425 per hour
            Scott Kilgore            $425 per hour
            Lynn Charytan            $410 per hour
            Craig Goldblatt          $375 per hour
            Erika Robinson           $360 per hour
            Joel W. Millar           $315 per hour
            Carol Banta              $315 per hour
            Cynthia Clark            $290 per hour
            Michael Plotnick         $285 per hour
            Allison Drimmer          $255 per hour
            Todd Jaye                $210 per hour
            Michael Ryan             $210 per hour
            Patricia Doctor          $160 per hour
            Carol A. White           $160 per hour

WCP has been paid in full or has conditionally waived all fees
and direct charges in connection with legal services provided to
the Debtors prior to the Petition Date.

WCP has informed the Debtors that, except as described in the
Affidavit of William J. Perlstein, a partner in WCP, the law
firm (i) does not hold or represent any interest adverse to the
Debtors or their estates, and (ii) is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy 12
Code.

In his affidavit, Mr. Perlstein told the Court that as co-
counsel with Sidley & Austin, WCP has represented PSINet, as
well as Messrs. Hyatt, Schrader and Wills in their capacities as
directors and officers of PSINet, as named defendants in a
series of class action lawsuits alleging violations of the
Securities Act of 1933 and the Securities Exchange Act of 1934.
While Sidley & Austin will serve as primary counsel in
representing the defendants in these cases in its postpetition
role as special securities counsel to the Debtors, WCP will
continue to provide assistance in these cases after the Petition
Date in its capacity as Debtors' bankruptcy counsel.

WCP has also been representing PSINet in connection with a
Securities and Exchange Commission investigation, and will
continue to do so after the Petition Date at the request of
PSINet.

In February 2001, WCP was engaged by the Debtors to represent it
in connection with efforts to restructure its financial affairs.
That representation has more recently taken the form of
preparing for proceedings under Chapter 11 of the Bankruptcy
Code and potentially in one or more foreign jurisdictions under
the respective bankruptcy laws of those jurisdictions, including
the preparation of petitions and other papers commencing these
cases.

Based on a review in connection with the engagement of WCP by
the Debtors, Mr. Perlstein presented to the Court lists of WCP's
connections to potential parties in interest, and the nature of
these connections. Mr. Perlstein represents that WCP,
nevertheless, does not and will not represent these potential
parties in interest in any matter related to the Debtors.

The lists presented to the Court show that:

(A) WCP has prior affiliation with:

      CSFC Wayland Advisers, Inc., W.R. Huff Asset Management Co.
      LLC, Boston Safe Deposit and Trust Co., Sanford C.
      Bernstein & Co., Inc., Harris Trust and Savings Bank,
      LaSalle National Bank, Morgan Keegan & Company, Inc.,
      Neuberger Berman, LLC, Northern Trust Company, RBC Dominion
      Securities, Inc., Fleet Securities, Inc., Fifth Third Bank,
      Clark Global Technology, ICG Telecom Group, Ascend,
      Atlantic Crossing, Ltd., Cisco Systems Capital Corp., F&M
      Bank, Northern Virginia, Fleet Capital Corporation,
      Highland Capital Corporation, The CIT Group, Industrial
      Financing, Andersen Consulting LLP, AT&T, Computer
      Associates, Sprint, Industrial Bank of Japan,

(B) WCP currently represents:

      CSFC Wayland Advisers, Inc., Morgan Stanley (broker in the
      distribution of PSINet Notes and holds notes), ABN AMRO
      Incorporated (WCP does not directly represent ABN AMRO
      Incorporated but does represent its affiliates, ABN AMRO
      Capital Investments (Belgie) NV and ABN AMRO Sage
      Corporation), Bank of America Securities LLC/Bank of
      America Securities LLC (WCP does not directly represent
      Bank of America Securities, LLC, but does represent its
      affiliate, Bank of America), Montgomery Division, America
      Express Trust Company, Bear Stearns Securities Corp., Bank
      One Trust Co. N.A., Charles Schwab & Co., Inc., CIBC World
      Markets Corp., Citibank, N.A., Comerica Bank, Credit Suisse
      First Boston Corp. (includes representation of Donaldson,
      Lufkin & Jenrette, which was party to a merger with Credit
      Suisse First Boston), Goldman, Sachs & Co., Legg Mason Wood
      Walker Inc., Lehman Brothers, Inc., McDonald Investments
      Inc., Merrill Lynch, Pierce Fenner & Smith
      Safekeeping/Merrill Lynch, Pierce Fenner & Smith, Inc., PNC
      Bank, National Association, Prudential Securities Inc.,
      Solomon Smith Barney Inc., SG Cowen Securities Corp.,
      Spear, Leeds & Kellogg, UBS Warburg LLC/Paine Webber, Inc.,
      Wells Fargo Bank Minnesota, N.A. and its affiliate, Wells
      Capital Management Incorporated, Dean Witter Reynolds,
      Inc., Pricewaterhouse Coopers, Verizon, Sun Microsystems,
      Banc One Leasing, Bombardier Capital, Inc., Dell Financial
      Services, GE Capital - Colonial Pacific Leasing/GE Capital
      Corporation/GE Capital Fleet Services, GMAC, Hewlett-
      Packard, Imperial Business Credit, Siemens Capital Corp.,
      IBM Philippines, Lawrence E. Hyatt, William L. Schrader,
      Harold S. Willis, Dresdner Kleintwort Wasserstein,
      Inciscent Inc.,

(C) WCP represents client that is either adverse to or aligned
      with the following potential party in interest:

      CSFC Wayland Advisers, Inc., Morgan Stanley, ABN AMRO
      Incorporated, Bank of America Securities LLC/Bank of Ameri
      ca Securities LLC, Montgomery Division, America Express
      Trust Company, Bank of New York, Bear Stearns Securities
      Corp., Bank One Trust Co. N.A., Charles Schwab & Co., Inc.,
      CIBC World Markets Corp., Brown Brothers Harriman & Co.,
      Chase Bank of Texas, N.A./Chase Manhattan Bank/Chase
      Manhattan Bank Trust, Citibank, N.A., Comerica Bank, Credit
      Suisse First Boston Corp., Dain Rauscher Incorporated, E
      Trade Securities, Inc., Firstar Bank N.A., Goldman, Sachs &
      Co., Jeffries & Company, Inc., Keybank National
      Association, Legg Mason Wood Walker Inc., Lehman Brothers,
      Inc., Merchantile-Safe Deposit & Trust Company, Merrill
      Lynch, Pierce Fenner & Smith Safekeeping/Merrill Lynch,
      Pierce Fenner & Smith Inc. (WCP represents Merrill Lynch &
      Co., Merrill Lynch International, Merrill Lynch Pierce
      Fenner & Smith and certain affiliates), National Financial
      Services Corp., Neuberger Berman, LLC, PNC Bank, National
      Association, Prudential Securities Inc. or one
      of its affiliates, Salomon Smith Barney Inc. and its
      affiliate, Salomon Smith Barney, (Japan), Ltd., Spear,
      Leeds & Kellogg, State Street Bank and Trust Company,
      Stephens, Inc., Suntrust Bank, TD Waterhouse Investor
      Services Inc., UBS Warburg LLC/Paine Webber Inc., UMB Bank,
      National Association, Fleet Securities, Inc., Wachovia
      Securities, Inc., Wells Fargo Bank Minnesota, N.A., Weiss,
      Peck & Greer, L.L.C., Dean Witter Reynolds, Inc.,
      Ameritech, BellSouth, Clark Global Technology, Electric
      Lightwave, MCI Worldcom Communications, Pricewaterhouse
      Coopers, Southwestern Bell, Verizon, Viatel, Sun
      Microsystems, Oracle, Banc One Leasing, Bank of America,
      Cisco Systems Capital Corp., Dell Financial Services,
      FINOVA Capital Corp., Fleet Capital Corporation, GE Capital
      - Colonial Pacific Leasing/GE Capital Corporation/GE
      Capital Fleet Services, Hewlett-Packard, Imperial Business
      Credit, Lucent, Nortel Leasing, Siemens Capital Corp., The
      CIT Group, Industrial Financing, Andersen Consulting LLP,
      AT&T, Cable & Wireless USA Inc., Espire Communications,
      Global Crossing, Sprint, IBM Philippines, Inc., Royal Bank
      of Canada, Lawrence E. Hyatt, William L. Schrader, Harold
      S. Willis, Dresdner Kleintwort Wasserstein, Ernst & Young,
      Marubeni Corporation, WinStar Corporation, Backwire.com
      (now Leap Wireless International), Cidera, Baltimore Ravens

(D) As stated in the affidavit, the following are "potential
     party in interest represents a client in a matter in which
     that client is either adverse to or aligned with a party
     that WCP s representing in that matter":

     Credit Suisse First Boston Corp., Deutsche Banc Alex.
     Brown, Inc. (WXP directly represents Deutcche Banc Alex.
     Brown, Inc. as well as its affiliate Deutsche Bank AG
     London), Goldman, Sachs & Co., Dresdner Kleintwort
     Wasserstein, Ernst & Young, McGuire Woods, Nixon Peabody,
     Sidley & Austin, Wachtell, Lipton, Rosen & Katz, Schulte,
     Roth & Zabel,

In addition, each of the three parties (First Union
Securities/First Union National Bank/FUNB - Phila.) may be a
party in interest, WCP does not directly represent First Union
National Bank - Philadelphia, but represents First Union
Securities and First Union National Bank.

Mr. Perlstein represented that none of WCP clients as shown on
the lists that he presented to the Court accounted for more than
5% of the firm's revenues in that period.

Mr. Perlstein also told the Court that four WCP attorneys hold
equity securities of the Debtors, but none of these attorneys
has participated, or will participate, in WCP's representation
of the Debtors. The Debtors have publicly disclosed that they
expect their equity securities to be worthless. Each of the
attorneys who holds equity securities in the Debtors has agreed
that if such securities are ever determined to be entitled to
any distribution in this case, to disclaim such distribution or
otherwise return such value for the benefit of the Debtors and
their estates.

In conclusion, Mr. Perlstein submits that WCP is a
"disinterested person" as that term is defined in Section 10l(4)
of the Bankruptcy Code. Mr. Perlstein covenants that, pursuant
to Bankruptcy Rule 2014, WCP will, if appropriate, provide the
Court with any supplemental information regarding the WCP's
connections with the Debtors. (PSINet Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PSINET INC.: Selling Chilean Operations To iLatin-Led Group
-----------------------------------------------------------
PSINet Inc. (OTC BB: PSIXE) signed a definitive share purchase
agreement with an investment group led by iLatin Holdings and
consisting of additional investors, including Chilean
businessman, Jose Cox, pursuant to which the investment group
has agreed to purchase PSINet's operations and facilities in
Chile. The proposed purchase is subject to a number of
conditions, including approval under the U.S. bankruptcy
proceedings.

PSINet expects that its operations in Chile will continue to
operate in the normal course of business, providing reliable
services to its customers. PSINet's operating subsidiaries in
Latin America, including Chile, are not part of the filing under
Chapter 11 of the US Bankruptcy Code.

Headquartered in Ashburn, Va., PSINet Inc. is a leading provider
of Internet and IT solutions offering flex hosting solutions,
global eCommerce infrastructure, end-to-end IT solutions and a
full suite of retail and wholesale Internet services through
wholly-owned PSINet subsidiaries. Services are provided on
PSINet-owned and operated fiber, web hosting and switching
facilities, currently providing direct access in more than 900
metropolitan areas in 20 countries on five continents.
iLatin Holdings (iLH) is the leading operator and developer of
e-business ventures throughout Latin America, with a rapidly
growing international presence. iLH provides financing, e-
Consulting and e-Building services to over 12 individual
operating companies and continually evaluates and develop new
projects, both internally and on behalf of its clients. Founded
in 1999, its business is grouped into three fundamental Internet
sectors: B2C and B2B businesses, Professional Services and
Enabling Technologies.


SOCRATES TECHNOLOGIES: May File For Bankruptcy Protection Soon
--------------------------------------------------------------
Socrates Technologies Corporation disclosed that it is insolvent
in its Form 8-K filed Wednesday with the Securities and Exchange
Commission. With close to $750,000 in unpaid accounts payables,
a 4% Convertible Debenture with $3.5 million in principal
outstanding, and multiple legal actions taken or to be taken
against the Company, it said that it is highly unlikely to
survive outside of bankruptcy protection. Accordingly, the
company had warned that if it didn't find a new business within
the next 30 days, it may reorganize or liquidate its business
through bankruptcy. Socrates Technologies said it was pursuing
two merger or acquisition leads, but could give no assurances
that either one would pan out.

The company's main assets are its wholly owned subsidiaries
Networkland, Inc, and Technet Computer Services, Inc.
Networkland Inc. is already applying for bankruptcy protection.
Networkland's main asset are shares of CBQ,Inc, a publicly
traded OTC:BB company with share symbol 'CBQI'. The shares are
held in a certain escrow account. Known liabilities are
negligible except for legal action against Networkland brought
on by its former Chief Executive Officer who filed a complaint
in the Circuit Court of Arlington County, VA, for breach of his
employment contract after his services got terminated for cause.

Technet Computer Services, Inc. has been offered for sale. The
company's main assets are its 11 software engineers who are
leased to CBQ, Inc., and shares of CBQ,Inc. which are held in a
certain escrow account. Known liabilities are those incurred in
the normal course of business, except also for legal action
against Technet brought on by its former Chief Executive Officer
who filed a complaint in the Circuit Court of Arlington County,
VA, for breach of his employment contract after his services got
terminated for cause.

The company was also recently served with a lawsuit by Arnold
and Porter of Washington D.C., which was filed in the Circuit
Court of Fairfax County, VA, for non payment of legal fees in
the approximate amount of $190,000.


SYMONS INT'L: Raises $27.4MM From Sale Of Crop Insurance Assets
---------------------------------------------------------------
On June 6, 2001, Symons International Group, Inc. completed the
sale of substantially all of the crop insurance assets of its
wholly owned subsidiary, IGF Insurance Company, to Acceptance
Insurance Companies Inc. IGF and its affiliates received
approximately $27.4 million at closing. Acceptance assumed all
of the crop insurance in-force policies of IGF for the 2001 crop
year. An additional $9.0 million in reinsurance premium is
payable to Granite Reinsurance Company Ltd., a wholly owned
subsidiary of the Company's parent company, Goran Capital Inc.,
under a multi-year reinsurance treaty whereby Granite Re has
agreed to reinsure a portion of the crop insurance business of
Acceptance.


VLASIC FOODS: Deadline For Filing Proofs of Claim Is July 9
-----------------------------------------------------------
Judge Walrath entered an order fixing July 9, 2001 as the
General Claims Bar Date.  All entities, including persons,
estates, trusts, and the United States Trustee (but excluding
governmental units) that have or assert any prepetition claims
against any of the Vlasic Foods International, Inc. Debtors to
file a proof of claim on or before 5:00 p.m., Eastern Time, on
the General Bar Date.

Any entity whose claims arise out of the rejection of an
executory contract or unexpired lease after the petition date
but prior to the entry of an order confirming a plan of
reorganization, must file a proof of claim on or before the
latest of:

       (1) 30 days after the date of the order authorizing the
           rejection of such contract or lease;

       (2) Any date set by another order of the Court, or

       (3) The General Bar Date (the "Rejection Bar Date")

Any claims respecting any other lease or contract are required
to be filed by the General Bar Date.

Any entity whose prepetition claim against a Debtor is not
listed in the applicable Debtor's Schedules or is listed as
"disputed", "contingent" or "unliquidated" and that desires to
participate in any of these Chapter 11 cases or share in any
distribution in any of these Chapter 11 cases, must file a proof
of claim on or before the General Bar Date.  This also applies
to entities whose prepetition claim is improperly classified in
the Schedules or is listed in an incorrect amount, and that
desires to have its claim allowed in a classification or amount
other than that set forth in the Schedules.

If, after the General Bar Date, any of the Debtors amend their
Schedules to reduce the undisputed, non-contingent and
liquidated amount or to change the nature or classification of a
claim against a Debtor reflected, then the affected claimant
shall have 30 days from the date of service of notice to file a
proof of claim or to amend any previously filed proof of claim
in respect of such amended scheduled claim (the "Amended
Schedule Bar Date").

Any entity holding an interest in any Debtor (each an "Interest
Holder"), which interest is based exclusively upon the ownership
of common or preferred stock in a corporation (an "Interest"),
need not file a proof of Interest based solely on account of
such Interest Holder's ownership interest in such stock.

The Bar Date Order further provides that the following entities
need not file a proof of claim by the General Bar Date:

       (1) Claims listed in the Schedules or any amendments
thereto that are not therein listed as "contingent",
"unliquidated" or "disputed" and that are not disputed by the
holders thereof as to amount, the Debtor against whom the claim
is scheduled or classification of such claim;

       (2) Claims on account of which a proof of claim has
already been properly filed with the Court against the correct
Debtor;

       (3) Claims previously allowed or paid pursuant to an order
of the Court;

       (4) Claims allowable as expenses of administration;

       (5) Claims by a holder of the public notes, excluding the
10 1/4 percent senior subordinated notes due July 1, 2009 issued
by Vlasic Foods International Inc., or other debt of the Debtors
arising solely on account of such holder's ownership interest in
or possession of such notes which must be filed by the relevant
indenture trustee for such notes, which must be filed by the
relevant indenture trustee for such public debt obligations;

       (6) Claims of any governmental unit, which is required to
file a proof of claim by July 30, 2001; and

       (7) Claims of Debtors against other Debtors.

Any entity asserting claims against more than one Debtor must
file a separate proof of claim with respect to each Debtor.  All
entities must identify on their proof of claim the particular
Debtor against which their claim is asserted and the case number
of that Debtors' bankruptcy case.

Any entity that is required to file a proof of claim but fails
to do so in a timely manner, will be forever barred, stopped and
enjoined from:

       (1) Asserting any claim against any of the Debtors that
such entity has that (a) is in an amount that exceeds, if any,
that is set forth in the Schedules as undisputed, non-contingent
and liquidated, or (b) is of a different nature or in a
different classification (any such claim being referred to as an
"Unscheduled Claim"); and

       (2) Voting upon, or receiving distributions under, any
plan or plans of reorganization in these Chapter 11 cases in
respect of an Unscheduled Claim.

If it is unclear from the Schedules whether the creditors' claim
is disputed, contingent or unliquidated as to amount or is in
otherwise properly listed and classified, the creditor must file
a proof of claim on or before the General Bar Date.  Any entity
that relies on the Schedules bears responsibility for
determining that its claim is accurately listed therein.

The Debtors reserve the right to:

       (1) Dispute, or to assert offsets or defenses against, any
filed claim or any claim listed or reflected in the Schedules as
to nature, amount, liability, classification or otherwise; or

       (2) Subsequently designate any claim as disputed,
contingent or unliquidated.  Nothing set forth in this notice
shall preclude the Debtors from objecting to any claim, whether
scheduled or filed, on any grounds.

A signed original of any proof of claim, together with
accompanying documentation, must be delivered so as to be
received no later than 5:00 p.m., Eastern Time, on the General
Bar Date, the Rejection Bar Date, or the Amended Schedule Bar
Date, as applicable, depending on the nature of the claim at the
following address:

       If delivered by mail, hand delivery or overnight courier:

            VF Brands, Inc.
            c/o Robert L. Berger & Associates, LLC
            10351 Santa Monica Boulevard, Suite 101A
            PMB No. 1002
            Los Angeles, California 90025

Any proof of claim submitted by facsimile or other electronic
means will not be accepted and will not be deemed filed until
such proof of claim is submitted by mail, hand delivery or
overnight courier.

A creditor's proof of claim may be filed without the writings
and/or documentation upon which the claim is based, provided
however, that upon the request of the Debtors or any other
party-in-interest in these cases, any such creditor will be
required to transmit promptly such writings and/or documentation
to the Debtors or the other party-in- interest, but in no event
later than 10 days from the date of such request. (Vlasic Foods
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


W.R. CARPENTER: Ratings Drop To D in Wake of Upright Bankruptcy
---------------------------------------------------------------
Standard & Poor's lowered its ratings on W.R. Carpenter North
America Inc. as follows:
                                     To    From
      * Corporate credit rating      D     CCC-
      * Subordinated debt rating     D     CC

The company's total outstanding debt was approximately $127.4
million at April 1, 2001.

The rating action follows the company's announcement that its
wholly owned subsidiary, Upright Inc., intends to reorganize
under Chapter 11 of the U.S. bankruptcy code, and has filed a
voluntary Chapter 11 petition. During the reorganization,
Upright has decided to temporarily suspend production of new
equipment in its U.S. manufacturing facilities. The sharp
decline in recent customer orders, an overall general economic
slowdown and significant slowdown in the domestic aerial work
platform industry, and the company's onerous debt burden all
contributed to the need for the filing of Chapter 11.

Carpenter, through Upright Inc., manufactures aerial work
platforms, which are distributed through a network of domestic
and international dealers and industrial equipment rental
companies. The company has been experiencing significant
earnings and cash flow pressures over the past year, which has
resulted in severely constrained liquidity. Carpenter's
operations were extremely weak for the first nine months ended
April 1, 2001, with negative gross margins of 4.2%, an operating
loss of approximately $24.9 million, and negative EBITDA of
approximately $17.0 million, Standard & Poor's said.


W.R. GRACE: Committee Taps FTI Policano & Manzo As Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in W. R. Grace &
Co.'s chapter 11 cases, acting through JP Morgan Chase, the
Chair of the Committee, asked Judge Farnan to authorize the
Committee's retention of the firm of FTI Policano & Manzo as
financial advisors to the Committee.

The services FTI P&M are to render the Committee are:

      (a) Advise and assist the Committee in its analysis and
monitoring of the Debtors' historical, current and projected
financial affairs, including without limitation, schedules of
assets and liabilities, statement of financial affairs, periodic
operating reports, analyses of cash receipts and disbursements,
analyses of cash flow forecasts, analyses of trust accounting,
analyses of various asset and liability accounts, analyses of
cost-reduction programs, analyses of any unusual or significant
transactions between the Debtors and any other entities, and
analyses of proposed restructuring transactions;

      (b) Develop a monthly monitoring report to enable the
Committee to effectively evaluate the Debtors' performance on an
on-going basis;

      (c) If requested by the Committee and counsel, assist and
advise the Committee and counsel in reviewing and evaluating any
court motions filed or to be filed by the Debtors or any other
parties-in-interest;

      (d) Analyze and critique any debtor-in-possession financing
arrangements;

      (e) Analyze issues relating to asbestos claims, including:

          (1) Debtors' claims estimates and processes used to
              develop such estimates;

          (2) Adequacy of reserves recorded relating to these
              claims;

          (3) Proposed program to process, analyze and establish
              both prepetition and postpetition asbestos-related
              claims;

      (f) Analyze all non-asbestos claim liability (EPA, tax) to
include adequacy of reserves, claims process and reporting;

      (g) Advice and assist the Committee in reviewing executory
contracts and provide recommendations to assume or reject;

      (h) Advise and assist the Committee in identifying and/or
reviewing preference payments, fraudulent conveyances, and other
causes of action;

      (i) Analyze the Debtors' assets and analyze unsecured
creditors' recovery under various recovery scenarios;

      (j) Analyze alternative reorganization scenarios in an
effort to maximize the recovery to general unsecured creditors
and develop negotiation strategies to support the Committee's
position;

      (k) Assist and advise the Committee in evaluating and
analyzing restructuring proposals by the Debtors;

      (l) Assist the Committee and its counsel in the negotiation
of any and all aspects of a restructuring;

      (m) Review and provide analysis of any plan of
reorganization and disclosure statement relating to the Debtor;

      (n) Assist and advise the Committee in implementing a plan
of reorganization of the Debtors;

      (o) Perform a liquidation analysis of the Debtors and
advise the Committee and counsel in connection therewith;

      (p) Advise and assist the Committee in its assessments of
the Debtors' management team, including a review of the bonus,
incentive and retention plans;

      (q) Advise and assist the Committee in its review of the
Debtors' existing management processes, including but not
limited to organizational structure, cash management and
management information and reporting systems;

      (r) Advise and assist the Committee in its review of
transactions between the Debtors and non-filing subsidiaries and
affiliates;

      (s) Render expert testimony and litigation support
services, as requested from time to time by the committee and
counsel, regarding the feasibility of a plan of reorganization
and other matters;

      (t) Attend Committee meetings and court hearings as may be
required in the role as advisors to the Committee; and

      (u) Provide other services that are consistent with the
Committee's role and duties as may be requested from time to
time.

Subject to the Court's approval, FTI P&M will charge hourly fees
for the services of its staff ranging from $125 per hour to $525
per hour, being $475 - $525 for managing directors, $235 - $450
for staff, and $125 for support staff, plus reimbursement of all
out-of-pocket expenses. The primary staff contacts on the
engagement will be Edwin N. Ordway, Jr., Managing Director; Sean
Cunningham, Project Manager, and various staff as required from
time to time. The hourly rates will fall within the ranges
stated.

Mr. Edwin N. Ordway, Jr., Managing Director of FTI P&M, an
operating unit of FTI Consulting, Inc., of Saddle Brook, New
Jersey, advises Judge Farnan that FTI P&M does not have any
connection with the Debtors, the Debtors' creditors, their
respective attorneys and accountants or any other party in
interest, as reasonably known to the firm, and does not provide
advisory services to any other entity having an adverse interest
in connection with these cases. However, in the interests of
full disclosure Mr. Ordway stated that the firm has been engaged
by the Debtors or insurance carriers of the Debtors to provide
litigation support in four matters between 1988 and 1999. These
services included fire and explosion investigation and
assistance in jury selection. The firm is no longer working on
any of these matters. Further, the firm was engaged to provide
litigation support services in the matter of Cheshire Medical v.
W. R. Grace. The FTI employees involved had left the employment
of the firm in 1994 and took this client with them, so that the
firm's involvement ceased in July 1994.

In March 2001 the firm was hired by the Debtors to perform a
fire investigation with respect to a tractor/trailer fire at one
of the Debtor's locations. The work was completed during April
2001, and an invoice of approximately $1,700 is currently due
and payable. There is no further work being performed related to
this matter. In connection with the firm's engagement by the
Committee, the balance due will be waived.

The firm has additionally been retained on two matters involving
Union Carbide to provide litigation support services related to
asbestos claims. The cases were closed and FTI involvement
ceased in August 1994 and November 1998, respectively.

FTI P&M has provided financial advisory services, and may
continue to provide such services, to financial institutions
having interests in the Debtors, but only on unrelated matters.
These institutions include Bankers Trust Company, ABN Amro Bank
N.V., First Union, Bank of New York, JP Morgan Chase & Co., Bank
of America, Credit Suisse First Boston, Bank of Nova Scotia,
Dresdner Bank AG, Northern Trust Co., Wachovia Bank, Bank
Hopoalim, BM, Barclays Bank PLC, Citibank, Morgan Guaranty Trust
Co., Commerzbank, AG, Credit Lyonnais, and HSBC Bank USA. FTI
P&M reassured Judge Farnan that these connections have no
bearing on the services for which FTI P&M is being retained in
these cases. (W.R. Grace Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Inks Transport Pact With Ohio River Company
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. asked that Judge Bodoh approve
its decision to enter into an agreement with The Ohio River
Company for transportation of cargo.  As part of its steel
business, WPSC must transport coal and synfuel by barge from the
Kanawha River Terminal at Ceredo, West Virginia and the
Wheelersburg Terminal at Wheelersburg, Ohio, to WPSC's
Follansbee, West Virginia, plant.  Its prior agreement with ORC
expired before the commencement of these cases, and WPSC desires
to enter into a new transportation agreement.

The terms of the new agreement are:

        (a) Term.  The term of the Agreement begins on April 1,
2001, and ends on March 31, 2003.  Each period of 12 consecutive
months beginning on each April 1 is a contract year.

        (b) Annual tonnage: During each contract year, WPSC will
cause all coal that is intended to move by barge from the
Kanawha River Terminal or the Wheelersburg Terminal to the
Follansbee plant to be delivered in railroad cars to the two
Terminals.  This tonnage may be lowered in the event that WPSC
elects to reduce and/or eliminate coke making at its Follansbee
plant.  Such coal will be delivered to each Terminal in
approximately equal monthly increments and approximately equal
weekly increments within each month, recognizing that WPSC's
production requirements may cause occasional fluctuations.  WPSC
shall dump or cause the dumping of the coal into ORC's barges,
and ORC will tow the barges to the destinations.

        (c) Rates:  Unless and until revised, the base freight
rates for transportation of coal will be:

                    Origin                     Rate per ton
                    ------                     ------------
           Kanawha River Terminal               $ 2.16
           Wheelersburg Terminal                $ 2.62

Unless and until revised, the freight rate for transportation of
coal under the Agreement for the second contract year will be:

                    Origin                     Rate per ton
                    ------                     ------------
           Kanawha River Terminal               $ 2.24
           Wheelersburg Terminal                $ 2.73

If WPSC designates any other origin, ORC will compute a new
freight rate for transportation from that site to the
destination on the same basis as the freight rate provided
above, using ORC's standard cost procedures and taking into
account differences in transit time, conditions, and facilities
at the new origin, river conditions, equipment and personnel
requirements, and any other relevant factors.

        (d) Revision of Freight Rate:  The base freight rate will
be revised by ORC, effective s of the revision dates, by:;

              (1)  Towboat Crew Costs:  If on any revision date
ORC's towboat crew costs are higher or lower than ORC's base
towboat crew costs effective as of April 1, 2001, the base
freight rate will be increased or decreased by 20% of the
percentage by which ORC's towboat crew costs will then have
increased or decreased from the base crew costs.  The total
costs for labor as of April 1, 2001, are $25,057.50 for wages,
and with additional sums for free time, holiday pay, vacation
bonuses, taxes, overtime and travel and other items, the total
labor costs are $84,275.34.

              (2)  Fuel Cost:  If on any revision date ORC's fuel
cost is higher or lower than ORC's base fuel cost per gallon
effective as of April 1, 2001, the base freight rate will be
increased or decreased by 15% of the percentage by which ORC's
fuel cost will then have increased or decreased from the base
fuel cost.  The price per gallon at Ohio River suppliers as of
April 1, 2001,, is $0.8524, and the West Virginia Fuel tax
increases that $0.003, which, together with Federal Waterway
User Excise Tax and cost increases, comes to $1.0750 as the base
fuel costs.

              (3)  Producer Price Index:  If on any revision date
the most recent Producer Price Index for Industrial Commodities,
less fuels and related products and power, as published by the
United States Bureau of Labor Statistics, or any successor
index, is higher or lower than the Producer Price Index for the
month of February, 2001, which was 143.4, the base freight rate
will be increased or decreased by 65% of the percentage by which
the Producer Price Index will have increased or decreased from
the Base Index.

              (4)  Revision Dates.  The revision dates shall be
April 1, 2002, and the first day of each quarter thereafter,
through out the term of the Agreement.  Each time the freight
rates are revised, ORC will provide WPSC a detailed stat3ement
showing the calculation of the revision, and WPSC shall have the
right to verify the data used in determining the revision by
examining the relevant records of ORC.

        (e) Government Impositions:  If any tax or other
governmental charge related to the types of services provided by
ORC under this Agreement, including any charge for the use,
management, protection, construction, maintenance, or repair of
ports, harbors, waterways, or waterway structures, is imposed by
any governmental agency or authority after December 31, 2001, or
if any existing governmental imposition is increased in rate
after that date, WPSC will reimburse ORC monthly, following
receipt of billing, for the entire amount of the new or
increased governmental imposition that is fairly attributable to
the services provided by ORC under this Agreement.  In the event
of any new or increased governmental imposition, ORC will give
WPSC 180 days' notice, if possible, of any expected change.  A
tax or use charge on fuel, or an increase in the tax or charge,
will be considered an increase in the cost of fuel and will be
reimbursed to ORC through revision of the freight rate.

        (f) Rate Review, Cancellation.  If the revisions of the
freight rates during any contract year result in a net increase
or decrease of the rates of more than 10% over that year, either
party has the right to require negotiation of the increase or
decrease by making written demand on the other.  Promptly
following the demand for negotiations, the parties will meet and
attempt in good faith to establish mutually acceptable freight
rates. If the negotiations fail to produce agreement, WPSC and
ORC will then be able to cancel:

              (i) WPSC may cancel the Agreement effective up0on
the expiration of at least 180 days following ORC's receipt of
written notice from WPSC, unless ORC notifies WPSC within 15
days after ORC's receipt of the notice of cancellation that ORC
will limit the annual increase to 10%.

              (ii) ORC may cancel the Agreement effective upon
the expiration of at least 180 days following WPSC's receipt of
written notice from ORC, unless WPSC notifies ORC within 15 days
after WPSC's receipt of the notice of cancellation that WPSC
will limit the annual decrease to 10%.

        (g) Loss of Coal.  ORC will be responsible to WPSC for
any loss of WPSC's coal that is caused by the negligence of ORC
or its employees, agents or subcontractors.  ORC will not be
responsible for differences that may exist between the billing
weights of the originating railroad (or the in-turn weights of
barges loaded at an alternative origin) and the out-turn weights
of coal from bares safely delivered, actually or constructively,
to the destination, nor for any changes in calorific count of
coal transported. In the event of loss for which ORC is
responsible, ORC will reimburse WPSC for the mine price of the
lost coal, plus transportation and terminaling charges incurred
by WPSC prior to the loss.  Under no circumstances will ORC be
liable for consequential damages.

        (h) Weights, Billing and Payment.  Payment for ORC's
services under the Agreement will be based on the weights
furnished by the railroad that transports WPSC's coal or synfuel
to the origin, or in the case of barges loaded where rail
weights are not available, upon the weights determined by
loading scales or by a certified marine survey provided at
WPSC's expense.  WPSC will furnish ORC such weighs immediately
after the loading of each barge.  ORC may invoice WPSC for its
transportation services following completion of each barge
loading, and WPSC will pay each invoice via Automated Clearing
House payment within 15 days after its date of issue through
June 30, 2001, within 20 days after the date of issue for the
time period July 1, 2001 through September 30, 2001, and within
30 days after the date of issue beginning October 1, 2001 and
thereafter.

        (i) Preferred Carrier.  In recognition of the fact that
ORC is WPSC's preferred carrier for coal moving by barge to or
from WPSC's plants, including plants in which WPSC holds a
partial interest, WPSC agrees to negotiate first with ORC with
respect to the transportation of all WPSC's waterborne tonnage
of coal hereunder upon the expiration of the term of the
Agreement.  Negotiations between ORC and WPSC must begin on or
before December 1, 2002.

        (j) Ownership of Coal.  Ownership of all coal transported
hereunder will at all times remain in WPSC, and WPSC will bear
any and all taxes, including but not limited to ad valorem
taxes, which may be assessed against the coal.

        (k) ORC's Maritime Lien.  ORC will have a maritime lien
upon all coal located in its barges, whether in transit, at
origin or at destination, and all coal at destination that is
segregated and identifiable as having been transported by ORC in
its barges, to secure payment of all charges due by WPSC under
the Agreement, including any and all charges incurred upon coal
being loaded into barges, and coal in transit not yet billed.

        (l) Assignment.  Each party may assign the Agreement to a
purchaser of substantially all its physical property, and either
may also assign the Agreement or any interest in it to any
company that controls or is controlled by or affiliated with
that party.  However, in the event of an assignment, the
assignor will remain fully liable for the performance of all its
obligations under the Agreement, and the other party is entitled
to all appropriate relief from or remedies against the assignor
without notice to, and without in any way pursuing or exhausting
its rights to relief from or remedies against the assignor.

WPSC told Judge Bodoh this Agreement will have an important
positive impact on its ability to continue its coal production
operations  The former coal dumping and transportation agreement
between WPSC and ORC expired on March 31, 2001.  It is crucial
to WPSC's coal production that it be able to transport its coal
and synfuel by barge to its plant in Follansbee, West Virginia.
In addition, the terms of the Agreement are highly favorable to
WPSC, in that WPSC estimates it will save approximately $230,000
per year under this Agreement relative to its prepetition
agreement, or other alternatives available to it.

Judge Bodoh agreed, signing an Order granting the Motion and
authorizing the entry of WPSC into the Agreement upon the terms
stated. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WINSTAR COMM.: Committee Hires Alvarez & Marsal as Advisor
----------------------------------------------------------
By application, the Official Committee for Unsecured Creditors
in Winstar Communications, Inc.'s chapter 11 cases sought an
order to retain and employ Alvarez & Marsal Inc. (A&M) as
financial advisor, nunc pro tunc to May 1, 2001.

The services A&M will provide to the Committee include:

      (i) Analyzing and reviewing the financial and operating
statements of the Debtors and their subsidiaries;

     (ii) Analyzing the business plan and forecasts of the
Debtors and their subsidiaries;

    (iii) Evaluating the assets and liabilities of the Debtors
and their subsidiaries;

     (iv) Evaluating the debt capacity of the Debtors and, at the
Committee's request, alternative capital structures; and

      (v) Providing the Committee with any other necessary
services as the Committee or the Committee's counsel may request
from time to time and to which A&M may agree.

The services of A&M may also include the preparation of
projections and other forward-looking statements.

Subject to court approval, the Committee will pay A&M:

      (a) A non-refundable fee at a rate of $75,000 per month
(pro rated for partial months); provided however, that for the
first two months following the effective date hereof, the
monthly fee shall be $125,000 per month.

      (b) its reasonable out-of-pocket expenses (which shall be
charged at cost) incurred in connection with this assignment
such as travel, lodging, duplicating, computer, research,
messenger and telephone charges.

In addition, A&M shall be reimbursed for the reasonable fees and
expenses of its counsel incurred in connection with the
preparation, negotiation, approval and enforcement of this
agreement. All fees and expenses will be billed and payable on a
monthly basis.

Another agreement, providing for the indemnification of A&M by
the Company on behalf of the Committee, says that:

      (a) The Company shall indemnify and hold harmless each
Indemnified Party against any losses, claims, damages,
liabilities, penalties, obligations and expenses (including the
costs for counsel or others as and when incurred in
investigating, preparing or defending any action or claim,
whether or not in connection with litigation in which any
Indemnified Party is a party, or enforcing this indemnification
agreement) caused by, relating to, based upon or arising out of
(directly or indirectly) the Indemnified Parties' acceptance of
or the performance or non-performance of their obligations under
the Agreement.

      (b) The Company's indemnity obligation shall not apply to
any loss, claim, damage, liability or expense to the extent it
is found in a final judgement by a court of competent
jurisdiction (not subject to further appeal) to have resulted
primarily and directly from an Indemnified Party's gross
negligence or willful misconduct.

      (c) The Company agrees that no Indemnified Party shall have
any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with the
engagement of A&M, except tot the extent of any such liability
for losses, claims, damages, liabilities or expenses that are
found in a final judgement by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily and
directly from such Indemnified Party's gross negligence and
willful misconduct.

The Committee believes A&M is well qualified to represent them
because of its extensive experience, expertise and knowledge in
analyzing and reviewing financial reports, and evaluating the
assets and liabilities of companies in the context of business
reorganizations.

Given the magnitude of Winstar's cases, A&M Managing Director
Peter Cheston admits that A&M may have rendered services to and
may continue to render services to some of the Debtors'
creditors or other parties-in-interest, or interests adverse to
such creditors or parties-in-interest in matters that are
unrelated to these cases.

A&M disclosed that it currently represents creditors: The Bank
of New York, The Chase Manhattan Bank, CIBC Inc., Citicorp North
America Inc., Citicorp USA Inc., Citibank N.A., Credit Suisse
First Boston, ABN Amro Bank N.V., Bank of Nova Scotia, Barclays
Bank PLC, Dresdner Bank AG, New York and Grand Cayman Branches,
Fleet National Bank, General Electric Capital Corporation, ING
Capital Advisors Inc., Merrill Lynch Asset Management, Morgan
Guaranty Trust Company of New York, Morgan Stanley Dean Witter
Prime Interest Trust, The Bank of Montreal, Societe Generale,
Toronto Dominion (Texas) Inc., Merrill Lynch Senior Floating
Rate Fund Inc., Van Kampen Prime Rate Income Trust, Van Kampen
Senior Income Trust, Van Kampen Investment Advisory Corp., CIBC
World Markets Corp., U.S. Trust Company of New York, Morgan
Stanley Asset Management, Putnam Investments Inc., and
Wellington Management Company LLP.

In addition, A&M also represents interests holders: Credit
Suisse First Boston Equity Partners, Janus Capital Management
and Affiliates, and Alex Brown Investment Management and
Affiliates.

But Mr. Cheston swore A&M does not hold or represent any
interest adverse to the Debtors, their creditors or other
parties-in-interest, which respect to the matters upon which A&M
is to be engaged. Neither is A&M connected with the Debtors,
their creditors, or other parties-in-interest, Mr. Cheston
added, A&M is a "disinterested" person.  (Winstar Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


WOODS EQUIPMENT: S&P Cuts Debt Ratings To CC After Default
----------------------------------------------------------
Standard & Poor's lowered its ratings on Woods Equipment Co. and
its subsidiary, WEC Co. (see list below). All ratings remain on
CreditWatch with negative implications. Total debt was
approximately $235 million as of March 31, 2001.

The rating action follows the company's announcement that it
will be unable to make its $7.8 million interest payment due
July 15, 2001, on its 12% senior notes due 2009. Upon expiration
of the 30-day grace period under the notes on Aug. 14, 2001, an
event of default will arise, which could result in acceleration
of the maturity of substantially all of Woods' and WEC Co.'s
long-term indebtedness.

Woods has experienced significant earnings and cash flow
pressures over the past year, which has resulted in constrained
liquidity. Sales and gross profit have declined due to adverse
weather conditions in the South and Midwest that delayed
purchases of prime movers and related attachments, the general
slowing economy, increased competition in the construction
business, and uncertainty during realignment of its grounds
maintenance sales territories. For fiscal year ended Dec. 30,
2000, credit measures were weak with EBITDA interest coverage of
only 0.8 times (x) and total debt to EBITDA of approximately
11.0x.

Ratings will likely be lowered to 'D' when the company fails to
make its interest payment on July 15, 2001, Standard & Poor's
said.

Ratings Lowered; Remain on CreditWatch With Negative
Implications:

                                       TO                FROM
      Woods Equipment Co.
        Corporate credit rating        CC                CCC

      WEC Co.
        Corporate credit rating        CC                CCC
        Senior secured debt            CC                CCC+
        Senior unsecured debt          CC                CCC-

Rating Remains On CreditWatch With Negative Implications:

      Woods Equipment Co.
        Subordinated debt              CC


BOND PRICING: For the week of June 18 - 22, 2001
------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/4 '05              18 - 20 (f)
Amresco 9 7/8 '05                    57 - 59
Arch Communications 12 3/4 '05        8 - 11 (f)
Asia Pulp & Paper 11 3/4 '05         25 - 27 (f)
Chiquita 9 5/8 '04                   66 - 68 (f)
Friendly Ice Cream 10 1/2 '07        55 - 58
Globalstar 11 3/8 '04                 6 - 7 (f)
Level III 9 1/8 '04                  52 - 54
PSINet 11 '09                         7 - 9 (f)
Revlon 8 5/8 '08                     47 - 50
Trump AC 11 1/4 '06                  66 - 68
Weirton Steel 10 3/4 '05             38 - 40
Westpoint Stevens 7 3/4 '05          40 - 42
Xerox 5 1/4 '03                      81 - 83

                            *********

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, Bernadette de Roda, 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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

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