TCR_Public/010627.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 27, 2001, Vol. 5, No. 125


AARO BROADBAND: Appoints Mike Erhart As New President & COO
AMWEST INSURANCE: Applies For American Stock Exchange Delisting
BRIDGE INFORMATION: Has Until Oct. 15 To Assume & Reject Leases
BRIDGE INFORMATION: BridgeDFS Ups Pre-tax Profit by 6 Percent
BURKE INDUSTRIES: Files Chapter 11 Petition in New Jersey

BURKE INDUSTRIES: Chapter 11 Case Summary
CONSECO INC.: Fitch Rates $400MM Senior Debt Offering At BB-
COVAD COMM.: BlueStar Subsidiary Shuts Down & Liquidates Assets
CYBERUS ONLINE: Creditors Okay Canadian ISP's Repayment Plan
DAMERT COMPANY: Auditor Issues Negative Going Concern Opinion

DYERSBURG CORP.: Selling United Knitting To Mallen Industries
FEDERAL MOGUL: Moody's Cuts Senior Unsecured Note Rating to Caa2
FRUIT OF THE LOOM: Moves To Assume Aliceville Cottonmill Lease
GLOBE BUILDING: Puts $33 Million Assets Up For Sale
GROVE WORLDWIDE: Plan Confirmation Hearing Set For August 14

HOTELWORKS.COM: Losses Trigger Going Concern Doubts
ICG COMMUNICATIONS: Asks For More Time To Assume & Reject Leases
INLY COMPUTERS: Ottawa Local Computer Reseller Closes Shop
MONOGRAM PICTURES: Selling Securities To Raise Needed Funds
MORGAN STANLEY: S&P Slashes Class F Mortgage Notes to D From B+

NEXTWAVE TELECOM: Wins Appellate Court Ruling On Licenses Case
OWENS CORNING: Executes New Master Lease With Sun Microsystems
OZ.COM: Needs To Raise Funds To Continue As A Going Concern
PACIFIC GAS: Assumes Chem-Nuclear Waste Contract
PILLOWTEX: Committee Amends Terms Of Houlihan Lokey's Retention

PSINET INC.: Moves For Superpriority For Intercompany Claims
RAYOVAC CORPORATION: Discloses Pricing Terms For Tender Offer
RELIANCE GROUP: Taps Deloitte & Touche As Accountants
RITE AID: Gives Update On Private Offering & Refinancing Plan
RMM RECORDS: Universal Music Group Acquires Assets

SL INDUSTRIES: Obtains Waiver Of Certain Debt Covenant Defaults
USG CORPORATION: Files Chapter 11 To Resolve Asbestos Litigation
USG CORPORATION: Case Summary & 50 Largest Unsecured Creditors
USG CORP.: Debt Ratings Dive To D After Filing For Bankruptcy
VICEROY RESOURCE: Secures Forbearance on Corporate Guarantees

VILLAGE FARMS: Exits Chapter 11 Bankruptcy
WARNACO GROUP: Continue to Honor Prepetition Customer Policies
WASTEMASTERS: Changes State Of Incorporation To Delaware
WESTPOINT STEVENS: Fitch Cuts Senior Note Rating To CCC- From B-
WINSTAR COMM.: Asks For Emergency Loan Under An Amended DIP Pact

ZONIC CORPORATION: Files For Chapter 11 Protection In S.D. Ohio
ZONIC CORPORATION: Chapter 11 Case Summary

* Meetings, Conferences and Seminars


AARO BROADBAND: Appoints Mike Erhart As New President & COO
AARO Broadband Wireless Communications, Inc. (OTC: AARW) names
former Chief Technical Officer Mike Erhart as its new President
and Chief Operating Officer, effective immediately.

Erhart succeeds outgoing President Ron Baker, who will retain
the title of Chief Executive Officer. He also assumes the duties
of former Chief Operating Officer Norm Leighty, who will remain
as Chairman of the AARO Board of Directors.

Mike Erhart is a recognized expert with more than 20 years of
accomplishments in the telecommunications industry. He is a
former member of the OK Data Processing and Telecommunications
Advisory Committee and past President of the OkcForum. He
received the Oklahoma Distance Learning Association's
Outstanding Service Award and other service awards for the
development of a strategic plan for Oklahoma telecommunications.

Erhart will be responsible for all day-to-day operations for the
Oklahoma City-based telecommunications corporation. Erhart will
lead a restructuring attempt that includes steps to decrease
corporate expenditures. This includes closing of some AARO
facilities, a reduction in personnel, and disposal of certain

Additionally, AARO's corporate officers are currently
considering a recapitalization plan under which up to 12 million
shares of personally held stock will be recontributed to the
company in conjunction with future financings. If the company's
efforts to obtain new financing are not successful, the company
may take steps to obtain creditor protection.

                         About AARO

AARO Broadband Wireless Communications, Inc. provides wireless
connectivity up to 100 Mbps. AARO New World services such as
unified communications, IP telephony and videoconferencing
services are delivered via a highly secure, carrier-class IP
network. For additional news and information, please visit AARO

AMWEST INSURANCE: Applies For American Stock Exchange Delisting
Amwest Insurance Group Inc. (AMEX:AMW) (PCXE:AMW) has applied to
the Securities Exchange Commission (SEC) to remove its shares of
common stock, $0.01 par value per share, and its Preferred Stock
Purchase Rights, from listing on the American Stock Exchange.

The company cited its continuing inability to comply with its
listing agreement with the Exchange and its continuing inability
to file periodic reports with the SEC as the principal reasons
for its application to withdraw from trading on the Exchange.
The company noted that the Exchange has consented to the
company's filing with the SEC for delisting.

Trading in the company's Common Stock was halted by the Exchange
on April 17, 2001, when the company announced that it was
further delaying the filing of its Form 10-K for the 2000 fiscal
year beyond the required April 17, 2001 deadline due to its
inability to finalize year-end financial statements, principally
relating to its reinsurance arrangements.

The company has been advised by the Exchange that it anticipates
that the trading will remain halted until the delisting is
completed. The company expects that the SEC will approve the
delisting in the next several weeks. The company has also
commenced the process of delisting its Common Stock and Rights
from the Pacific Exchange and will not seek to have the Common
Stock or Rights traded on the over-the-counter-market.

Amwest is a Calabasas-based insurance holding company
underwriting surety bonds through Far West Insurance Co.

BRIDGE INFORMATION: Has Until Oct. 15 To Assume & Reject Leases
Bridge Information Systems, Inc. sought and obtained an order
extending time within which they may assume or reject their
unexpired leases of nonresidential real property through and
including October 15, 2001.

The Debtors are lessees to about 50 unexpired leases of
nonresidential property that are an integral part of their
businesses because these premises include office, storage,
network server and equipment sites, where the Debtors operate
their businesses.

Since the Petition Date, David M. Unseth, Esq., at Bryan Cave,
in St. Louis, Missouri, relates, the Debtors have busy
stabilizing their business and building a strong foundation for
a successful reorganization. Every aspect of the Debtors' large,
complex businesses is being reviewed, Mr. Unseth explains, as a
predicate to the formulation of a business plan, which will be
the basis of the reorganization plan. The Debtors' management
and advisors have also been aggressively pursuing other
strategic alternatives that may benefit the creditors of these
entities, including the sale of substantially all of the
Debtors' assets, Mr. Unseth adds.

At this early stage, Mr. Unseth notes, the Debtors simply have
not been able to assess the value or marketability of the
unexpired leases and decide which should be assumed and which
should be rejected. So until the Debtors are given enough time
to stabilize their operations, pursue strategic alternatives and
finalize a business plan, Mr. Unseth tells Judge McDonald, the
decision to assume or to reject the unexpired leases cannot
properly be made.

Besides, Mr. Unseth says, the Debtors' ultimate decision whether
to assume or reject each of the unexpired leases depends not
only on the formulation of a comprehensive business plan, but
also on their decision to sell their assets, which would require
the assumption/assignment or rejection of the unexpired leases.

Mr. Unseth assures Judge McDonald that the relief requested will
not prejudice the lessors of the properties subject to the
unexpired leases because:

      (a) The Debtors are currently making required payments of
monthly rent attributable to the period following the date of
the Debtors' chapter 11 filing;

      (b) The Debtors have the financial ability and intend to
timely perform all of their obligations under the unexpired
leases; and

      (c) In all instances, the lessors will retain their right
to ask the court to fix an earlier date by which the Debtors
must assume or reject an unexpired lease.

                   RGB Construction objects

RGB wants Judge McDonald to exclude them from the operation of
any order extending the time for the Debtors to assume or reject
unexpired leases of non-residential real property.

RGB is a lessor of an office space at 777 Craig Road in Creve
Coeur, Missouri. RGB and the Debtors were parties to a Letter
Agreement dated October 2000. The agreement expires on the last
day of March 2001. But RGB and the Debtors are in the process of
negotiating an extension of the lease that would allow the
Debtors to remain in premises through September 30, 2001. This
extension agreement has not yet been finalized since the Debtors
are busy in other urgent matters requiring their attention.

Stuart J. Radloff, Esq., at Radloff & Riske, in St. Louis,
Missouri, notes that RGB is willing to continue negotiations.
But at this point, Mr. Radloff tells Judge McDonald, there is no
unexpired lease for Debtors to assume or reject. Therefore, Mr.
Radloff adds, there is no lease upon which any extension order
can operate.

Until the extension agreement is finalized, RGB objects to any
order extending the Debtors' right to assume or reject the
leases until October 15, 2001, especially to the extent that the
extension period would extend the Debtors' right of possession
beyond the period for which the parties are currently

In the court order, RGB was excluded from the list of unexpired
leases of nonresidential real property.

Judge McDonald also emphasizes that the entry of his order is
without prejudice to a lessor's right to request, upon
reasonable notice to the Debtors and other necessary parties-in-
interest, from the Court an order compelling the Debtors to
assume or reject any unexpired lease or the Debtors' right to
oppose any such motion. (Bridge Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

BRIDGE INFORMATION: BridgeDFS Ups Pre-tax Profit by 6 Percent
Australia-based financial news and data provider BridgeDFS Ltd
upped its first half pre-tax profit forecast by six percent to
A$8.3 million on Monday, and increased its revenue forecast by
12 percent to A$19.6 million, according to Reuters. The group
also said a bookbuild organized by Macquarie Bank Ltd. to find a
buyer for its troubled U.S. parent Bridge Information Systems'
55 percent stake will open on July 2 and close the next day.
Macquarie, which will seek institutional and broker-sponsored
bids, was appointed in April by the U.S. parent that is seeking
bankruptcy protection under chapter 11.

Shares in BridgeDFS, which is 15 percent owned by the Australian
Stock Exchange Ltd., closed the session flat at A$2.22 against a
softer overall market. The group reported a A$9.66 million net
profit in calendar 2000, based on revenues of A$32.74 million.
BridgeDFS operates the IRESS information and trading system used
by around 5,500 brokers in Australia and New Zealand and is
financially independent of its U.S. parent. (ABI World, June 25,

BURKE INDUSTRIES: Files Chapter 11 Petition in New Jersey
Burke Industries Inc. has filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of New Jersey.

Burke Industries Inc. is a leading, diversified manufacturer of
highly engineered organic, silicone and vinyl based products for
commercial construction, aerospace and other industrial markets.
The company markets its products under the BurkeMercer,
Burkeline, Haskon, Purosil and SFS brand names.

The combination of a general economic downturn and rapidly
increasing cost of utilities, insurance, certain raw materials
and other overhead all contributed to the need for a Chapter 11
filing. The company thoroughly analyzed all of its available
options and concluded that a reorganization under Chapter 11 is
the only way to secure additional operating liquidity and
financing, stabilize the company's financial condition, and
maintain sufficient flexibility to restructure its debt while
continuing to execute its business plan.

The company has secured a commitment for Debtor-In-Possession
financing from Bank of America, subject to court approval. The
company believes that the financing package will, among other
things, provide ample funding to maintain normalized business
relationships with its vendors and maintain uninterrupted supply
of products to its customers. While operating under the
protection of Chapter 11, the company will seek to increase
operating liquidity and continue the operating and financial
restructuring it began in 2000.

BURKE INDUSTRIES: Chapter 11 Case Summary
Debtor: Burke Industries, Inc.
         Building 10 - Suite A
         Hackensack Avenue at River Terminal
         Kearny, NJ 07032

Chapter 11 Petition Date: June 25, 2001

Court: District of New Jersey (Newark)

Bankruptcy Case No.: 01-37365

Judge: Novalyn L. Winfield

Debtor's Counsel: Michael D. Sirota, Esq.
                   Cole, Schotz, Meisel, Forman & Leonard
                   25 Main St.
                   PO Box 800
                   Hackensack, NJ 07602-0800

CONSECO INC.: Fitch Rates $400MM Senior Debt Offering At BB-
Fitch has assigned a 'BB-' rating to Conseco Inc.'s $400 million
senior debt offering. The Rating Outlook is Stable.

The offering is for senior unsecured debt with a seven-year
maturity. Proceeds from the offering along with existing cash
resources will be used for the early retirement of $478 million
bank debt due in December 2001.

Conseco is a publicly traded holding company with subsidiaries
in the insurance and finance sectors. The company has strong
market positions in life insurance, supplemental health
insurance, annuities and manufactured home lending.

Conseco's new management team is in the process of executing a
major restructuring of the company's operations and balance
sheet. The restructuring centers on the sale of more than $2
billion of non-core assets to reduce debt, reorienting the
Conseco Finance operation to become a source of cash to the
holding company, and improving the insurance operation's
profitability. Conseco has made significant progress to date in
executing its strategic plan.

Conseco remains highly leveraged with a capital structure of
debt at 40%, preferred equity at 15% and common equity at 45% as
of March 31, 2001. With the already completed second quarter
debt repayments and projected asset sales planned for the
balance of 2001, Fitch estimates year-end 2001 capital structure
will be debt at 34%, preferred equity at 16% and common equity
at 50%. Conseco has significant goodwill balance, 73% of stated
equity as of March 31, 2001.

COVAD COMM.: BlueStar Subsidiary Shuts Down & Liquidates Assets
Covad Communications, Group, Inc. (Nasdaq:COVD), the leading
national broadband services provider utilizing DSL (Digital
Subscriber Line) technology, announced that its subsidiary,
BlueStar Communications Group, Inc. and BlueStar's operating
subsidiaries, have executed Assignments for the Benefit of

The purpose of the Assignment is to shut down the BlueStar
network, provide an orderly dissolution of BlueStar's operations
and provide for a transition of its customer lines.

BlueStar Communications Group, Inc, a subsidiary of Covad
Communications, was acquired by Covad in September 2000 and,
through its operating companies, has been engaged in direct
sales of high-speed Internet access and related services.

Covad and its other subsidiary, Covad Integrated Services, are
unaffected by the BlueStar action and will continue to operate
in the normal course of business.

The Assignment eliminates the cost of maintaining the BlueStar
operations. As a result, it reduces Covad's operating cost by
approximately $75 million over the next year, which will aid in
Covad's efforts to achieve profitability and extend Covad's cash
into July of 2002.

This was not an easy decision to make, but one that we felt was
important strategically in our drive to improve profitability,
said Covad Chairman, Chuck McMinn. "Covad acquired BlueStar at a
time when the financial market conditions rewarded growth into
Tier 2 and Tier 3 markets and as a fast means of developing a
direct sales model. In the current financial market environment,
BlueStar's cost structure is not sustainable and is not
supported by its current revenue-generating capabilities.

"We intend to continue with a direct sales distribution channel
utilizing Covad's more efficient network architecture and a
direct sales effort consisting primarily of telesales
supplemented by a small, in-person sales force. Direct sales
have proven to be successful, contributing to three percent of
total lines at the end of the fourth quarter of 2000 and seven
percent of lines at the end of the first quarter of this year.
With these major changes in the direct sales cost structure, we
will be able to continue growing the direct sales business at a
much lower cost and on a faster track to profitability," said

Covad's indirect Internet Services Provider distribution channel
is not affected by this action.

BlueStar and Covad have entered into an asset purchase agreement
in which Covad has purchased the right to offer service to
BlueStar end user lines, subject to BlueStar's right to seek
higher offers. The migration of these lines to the Covad network
will be achieved through the Covad Safety Net program. For some
customers, a new DSL line will be required, which will include
free installation and a DSL modem. Some of BlueStar's lines are
located in central offices that will cease operations and will
not be able to be migrated to Covad's network. In those cases,
Covad will strive to help these customers locate another DSL

BlueStar is expected to shut down its operation in 235 central
offices in the BlueStar network after a reasonable transition
period. Ninety-one of these are in BlueStar-unique areas and 144
are in Covad-overlap areas where both Covad and BlueStar have
their own central office facilities. After this action, Covad's
network will encompass a total of 1,718 central offices,
covering 40 to 45 percent of homes and businesses in the United
States, and in 49 regions consisting of 94 Metropolitan
Statistical Areas.

"As always, our biggest concern is to serve our customers as
best we can. Our Covad Safety Net program has proven successful
at migrating customer lines and providing an easy way to stay
connected," added McMinn. Simultaneous with the Assignment,
BlueStar will release approximately 400 employees located in
Nashville, Tenn. and Charlotte, N.C. and in offices throughout
the southeast. Covad will provide severance arrangements and
benefits continuation. Covad will be offering employment to
approximately 70 former BlueStar employees to grow Covad's
direct sales distribution channels and provide support for
operations and information technology services. A small number
of BlueStar employees will help with the liquidation of the

The Assignee for BlueStar is Development Specialists, Inc., a
financial and consulting and management firm with offices in
Boston, Chicago, Los Angeles, Miami and London. The Assignee is
charged with the orderly liquidation of BlueStar's assets and
distribution of any proceeds to BlueStar's creditors. For
creditors or other affected parties of BlueStar, all inquiries
related to this action should be addressed to the BlueStar
headquarters in Franklin, Tenn, at 615/778-6600.

               About Covad Communications

Covad is the leading national broadband service provider of
high-speed Internet and network access utilizing Digital
Subscriber Line (DSL) technology. It offers DSL, IP and dial-up
services through Internet Service Providers, telecommunications
carriers, enterprises, affinity groups, PC OEMs and ASPs to
small and medium-sized businesses and home users. Covad services
are currently available across the United States in 94 of the
top Metropolitan Statistical Areas (MSAs). Covad's network
currently covers more than 40 million homes and business and
reaches approximately 40 to 45 percent of all US homes and
businesses. Corporate headquarters is located at 4250 Burton
Drive, Santa Clara, CA 95054. Telephone: 1-888/GO-COVAD. Web

CYBERUS ONLINE: Creditors Okay Canadian ISP's Repayment Plan
Ottawa Internet service provider Cyberus Online Inc. disclosed
that its creditors have approved its repayment plan, which paves
the way for the company to continue operations, according to the
Ottawa Business Journal.

Earlier this month, the company has filed for protection under
the Bankruptcy and Insolvency Act after failing four times to
submit a restructuring plan to appease its creditors. Cyberus
owes $1,069,001 to unsecured creditors such as AT&T Canada, BCE
Inc. and WorldCom. Under the approved plan, AT&T, Cyberus'
biggest creditor, receives a payment of $70,000 but is still
owed $612,000. Had creditors not approved Cyberus' repayment
plan, the company would have shut down operations, the Ottawa
Business Journal reports.

Accordingly, Cyberus has $107,000 in assets and $30,000 in cash.
The $75,000 in accounts receivable, has been listed as

DAMERT COMPANY: Auditor Issues Negative Going Concern Opinion
DaMert Company is a designer, manufacturer and distributor of
specialty toy products. The Company's products are sold
domestically and internationally.

The Melville, New York auditing firm of Abrams and Company PC
state, regarding the finacial health of Damert Company, that
"the Company has suffered recurring losses from operations,
continuing negative net worth, and has continued to experience a
significant decline in revenues. Further, the Company has
nominal cash and is experiencing a severe working capital
deficiency. These factors raise substantial doubt about its
ability to continue as a going concern."

The Company has incurred significant operating losses in the
past several years, continuing negative net worth, and negative
working capital, and has continued to experience a significant
decline in revenues from approximately $6,800,000 in 1998 and
$6,575,000 in 1999 to $5,186,000 in 2000. The Company has
nominal cash and is experiencing a severe working capital
deficiency. The Company's net loss in the year 2000 was

In 1999 and 2000, the company was actively engaged in merger
discussions. In February of 2001, the company was acquired by
Janex International, Inc. The merger did not alleviate the
financial distress of the Company, as Janex was also in a
distressed financial condition.

In March of 2001, the Company entered into an Agreement For
Purchase of Accounts whereby the Company sold its interest in
certain accounts receivable in order to raise cash.

The Company's ultimate ability to continue as a going concern is
dependent upon an infusion of working capital and achievement of

DYERSBURG CORP.: Selling United Knitting To Mallen Industries
Dyersburg Corporation (OTCBB:DBGC) signed a letter of intent for
the sale of its stretch division, United Knitting, to Mallen
Industries Inc. and the current management of United Knitting.
Mallen Industries Inc., an Atlanta, GA-based manufacturer,
produces high performance textile products for the industrial,
automotive, activewear and intimate apparel industries. The
Company said that it expects the sale to be completed by mid-

Last month, Dyersburg Corporation announced that it had begun to
seek a buyer for United Knitting. Dyersburg said that Mallen
Industries will preserve the United Knitting name and corporate
structure, as well as maintain good relationships with customers
and vendors in the best interests of business continuity.

T. Eugene McBride, chairman of the board and chief executive
officer of Dyersburg Corporation, said, We are very pleased with
this agreement with Mallen Industries and believe that United
Knitting, with its strong name recognition in the industry, will
be an excellent addition to Mallen. This sale represents
significant progress in our operational restructuring efforts.

Dyersburg Corp. filed for Chapter 11 protection on September 25,
2000. As a result, any agreement for the sale of United Knitting
will be subject to the prior approval and authorization of the
bankruptcy court.

Dyersburg is one of the largest domestic marketers of circular
knit fleece, jersey and stretch knit fabrics. The Company
produces fabrics that are used principally for activewear,
bodywear, outerwear and various branded sportswear. Dyersburg
also operates a garment packaging business in the Dominican
Republic. For more information, visit the Company's web site at

FEDERAL MOGUL: Moody's Cuts Senior Unsecured Note Rating to Caa2
Moody's Investors Service downgraded the ratings of Federal-
Mogul Corporation, reflecting its growing concerns regarding the
company's liquidity position over the next 12-to-18 months. The
rating outlook is negative while approximately $4.7 billion of
debt and bank credit facilities are affected.

The rating actions taken are as follows:

      * $1.75 billion in rated senior secured bank credit
        facilities to B3 from B2

      * $2.325 billion of senior unsecured notes to Caa2 from B3

      * $575 million 7% junior subordinated debentures due 2027
        to Caa3 from Caa1

      * shelf registration for senior debt to (P)Caa2 from (P)B3

      * shelf registration for subordinated debt and preferred
        stock to (P)Caa3 from (P)Caa1

      * senior implied rating to B3 from B2

      * senior unsecured issuer rating to Caa2 from B3

Moody's also confirmed the "caa" rating of Federal-Mogul
Financing Trust's $575 million of guaranteed trust preferred

The rating actions and negative outlook reflect Moody's concern
that the company will continually produce negative cash flow
through mid-2002. In Moody's opinion, the standing availability
under the US and foreign bank credit facilities may prove
inadequate to get Federal-Mogul through the cyclical automotive

Moody's believes that the company's default potential will be
significantly greater than before. The senior unsecured notes
are practically taking a role as a subordinated component of the
capital structure, given the magnitude of secured debt which has
a prior claim, Moody's said.

Federal-Mogul is a manufacturer and distributor of vehicular
components for automobiles and light trucks, heavy-duty trucks,
farm and construction vehicles and industrial products. The
company is located in Southfield, Michigan.

FRUIT OF THE LOOM: Moves To Assume Aliceville Cottonmill Lease
As of the petition date, Aliceville Cottonmill, a wholly-owned
subsidiary of Union Underwear, operated a cotton mill which took
bales of raw cotton and converted it into yarn for use in Fruit
of the Loom's circular knitting operation. Aliceville's assets
consist of its lease-related rights to the building itself and
production-related and ancillary equipment. Around November
2000, Aliceville ceased operating the cotton mill.

Pursuant to the lease agreement, the Industrial Development
Board of the City of Aliceville leased the property consisting
of the cotton mill and other equipment located at 315 Alabama
Street SW, Aliceville, Alabama, 35442. A mortgage and trust
indenture was entered between the Board and Southtrust Bank of
Alabama, National Association, as indenture trustee, dated March
22, 1991. The Board then issued bonds for the amount of the
project's lease. Union Underwear then purchased these bonds.
Under the mortgage indenture, Aliceville effectively owed its
lease payments to Union Underwear. Pursuant to the bond guaranty
agreement between Union Underwear and Southtrust Bank of
Alabama, Union Underwear, as Aliceville's parent corporation,
issued a guarantee securing Aliceville's repayment of the bonds-
a repayment that Union Underwear would receive.

Section 11.3 of the lease agreement provides Aliceville with the
option to purchase the project after the bonds have been paid.
The contractual purchase price for the purchase option is $100.
The building component of the project has been valued in excess
of $1,000,000; the value of the equipment is not known but is
surely in excess of $100.

Aliceville seeks to formally assume the lease agreement and
obtain necessary approval to exercise the purchase option.
According to Aliceville's records, there is no cure amount due
with respect to the lease agreement.

Aliceville desired to cease its operations at the Aliceville
mill, repay the money outstanding on the bonds, and exercise the
$100 purchase option. To that end, Union informed the mortgage
indenture trustee that it considered Aliceville to have made its
payments under the lease agreement in full as part of a parent-
subsidiary transfer of interests. The mortgage indenture trustee
accepted payment of the bonds in this fashion. Accordingly,
Aliceville agreed to surrender its outstanding rights to Union
and Union contacted the Board to exercise its purchase option
and pay the $100 purchase price for the project.

Rather than accept that the bonds had been paid, the Board,
interpreting the language of section 11.3 of the lease
agreement, informed Aliceville that it would only have the right
to purchase the project for $100 after it had made a payment in
full of the principal and interest on the bonds. The Board said
it did not consider the delivery of unpaid bonds and the
cancellation of the debt accomplished by Aliceville and Union to
be a payment.

In an effort to comply with the Board's interpretation of
payment, and preserve the significant value of the purchase
option, Union advanced Aliceville a sum equal to the amount of
the principal and interest on the bonds, earmarked solely for
repayment of the bond obligation owed to Union. On the same day,
Aliceville immediately repaid the bonds in full by rendering
payment to the mortgage indenture trustee. The same day, the
mortgage indenture trustee conveyed the money to Union in
satisfaction of the bonds. All transactions took place in a
single business day. As a result of the transaction, the parties
are left in essentially the same position as before; Aliceville
owes Union an amount equal to the principal and interest on the

Notwithstanding the compliance with all requirements for
delivery of the deed to Aliceville, the Board has continued to
resist conveying the deed to Aliceville. Aliceville believes
that the exercise of a de minimis purchase option is in the
ordinary course of business and does not require assumption of
the lease agreement. However, to remove any doubt, Aliceville
now moves this Court for an order approving the exercise of the
purchase option.

Maria Aprile Sawczuk Esq., at Saul Ewing, tells Judge Walsh that
greater recovery for the estate will be achieved through the
exercise of the purchase option. The option will create an asset
for the bankruptcy estates even though the plant has been closed
for more than six months. Fruit of the Loom believes it can be
liquidated for more than $100. Ms. Sawczuk submits that exercise
of the purchase option represents sound and reasonable business
judgment, and should be approved by the Court. (Fruit of the
Loom Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GLOBE BUILDING: Puts $33 Million Assets Up For Sale
Globe Building Materials, Inc., which has been operating under
Chapter 11 protection since January 2001, is reportedly offering
its $33 million in assets to the highest bidder. The Company's
assets include equipment and materials, an office building,
production plant, manufacturing facility, and office/
manufacturing building. Company chief financial officer Irv
Williamson commented, "It's a very viable business with a good
labor force and a market that is supportive because we made the
best product. Whoever can come in and offer what the assets are
worth can pick up an operation for a relatively small amount of
cash that has the potential to throw off a good cash flow." (New
Generation Research, June 25, 2001)

GROVE WORLDWIDE: Plan Confirmation Hearing Set For August 14
Grove Worldwide, a leading provider of mobile hydraulic cranes,
truck mounted cranes and aerial work platforms for the global
market, says that the Bankruptcy Court has approved the adequacy
of its Disclosure Statement for its Joint Plan of

The approval of the Disclosure Statement allows Grove Worldwide
to commence solicitation of votes for approval of its Plan of
Reorganization. The hearing to confirm the Plan is scheduled to
commence on August 14, 2001.

"We are very pleased that the Court has approved the adequacy of
our Disclosure Statement," said Jeffry D. Bust, chairman and
chief executive officer. "With the continued support of our
secured lenders and other stakeholders and the solicitation of
acceptances about to begin, Grove Worldwide is squarely on track
to emerge from Chapter 11 expeditiously with a more appropriate
capital structure and sufficient financial resources to fuel
future growth and development."

Under the terms of the plan, Grove's suppliers and other general
unsecured creditors (other than bondholders) will receive a cash
payment equal to 100 percent of allowed claims.

On May 7, 2001, Grove announced that it had reached an agreement
with its secured lender bank group and is actively negotiating
with its senior bondholders on a financial restructuring of the
Company. To implement the restructuring, Grove Worldwide filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code together with a "prenegotiated" plan of
reorganization that embodies the terms of the restructuring.
Under the terms of the plan, Grove Worldwide's debt would be
reduced from $584 million to $205 million and annual interest
expense would be reduced from $63 million to $17 million. Grove
Worldwide received approval on May 7, 2001 to pay pre-petition
and post-petition employee wages, salaries and benefits during
the restructuring. All pre-petition employee benefits, wages and
salaries have been continued without change since that approval
was granted.

The Company filed its voluntary petitions and plan of
reorganization on May 7, 2001 in the U.S. Bankruptcy Court for
the Middle District of Pennsylvania in Harrisburg.

HOTELWORKS.COM: Losses Trigger Going Concern Doubts
---------------------------------------------------, Inc., formerly known as Hospitality Worldwide
Services, Inc., has historically been organized into the
following six lines of business: purchasing, reorder, logistics,
renovation, real estate investment and asset management, and
hotel development. In September 1999, the Company announced a
strategic initiative to reposition the core purchasing,
reorder and logistics businesses and to divest itself of its
renovation business and real estate investment and asset
management business. In December 1998, the Company decided to
discontinue its hotel development business.

The liquidity of the Company was severely affected in 1999 and
2000 by significant losses from continuing operations and
discontinued operations, which has resulted in a significant
deterioration of the stockholders' equity of the Company from
$58.4 million at December 31, 1998 to $0.5 million at December
31, 1999 to a capital deficit of $1.8 million at December 31,
2000. In addition, the Company has a working capital deficiency
and significant litigation. These circumstances raise
substantial doubt about the Company's ability to continue as
a going concern.

Revenues for the year ended December 31, 2000 were $216,355,887,
compared to $223,424,822 for the year ended December 31, 1999.
Sales in the purchasing business (LPC) increased nominally, from
$177.2 million in 1999 to $180.7 million in 2000 or
approximately 2.0%. Sales in the reorder business (Parker
Reorder) declined $6.3 million in 2000 due almost entirely to a
significant customer who terminated their sales contract in May
2000. Revenue dropped $4.2 million in 2000 in the logistics
business (Bekins) due to primarily to a large one-time
installation contract with a major consumer products company in
1999. For all segments, the variance in revenues is primarily
due to volume changes.

The loss from operations for 2000 totaled $2,545,830, as
compared to a loss of $20,477,684 for the previous year.

ICG COMMUNICATIONS: Asks For More Time To Assume & Reject Leases
ICG Communications, Inc. and its related Debtors ask Judge Walsh
to order an extension of the time period during which the
Debtors may assume, assume and assign, or reject unexpired
leases of real property. The Debtors ask for an extension to and
including January 8, 2002.

The Debtors tell Judge Walsh they are party to over 900
unexpired leases of non-residential real property. Most, if not
all, of these leases are for equipment, facilities,
telecommunications switch sites, warehouses, and offices at
which the Debtors operate their businesses. The unexpired leases
and contracts are integral to the Debtors' businesses and
continued operations as they proceed toward a successful

Since the Petition Date, Gregg Galardi, Esq., at Skadden, Arps,
Slate, Meagher & Flom, relates, the Debtors have taken a number
of steps to stabilize their businesses and lay the foundation
for a successful reorganization. The Debtors' management and
advisors have bee aggressively pursuing strategic alternatives
that may benefit creditors of these entities, and have been
creating a long-term business plan upon which a reorganization
plan will be ultimately premised. The Debtors have also moved
expeditiously to assume or reject numerous executory contracts
and unexpired leases to date.

The Debtors' ultimate decision to assume, assign and assign, or
reject a particular unexpired lease, as well as the timing of
the action, depends in large part on the final structure of the
Debtors under the long-term business plan currently in progress
and, potentially, the outcome of efforts to identify value-
maximizing strategic alternatives, as well as completion of the
analysis of each individual lease. This process is well
underway, but is not complete.

The premises governed by the unexpired leases are numerous and
contain equipment facilities, telecommunications switch sites,
warehouses and offices that are essential to the operations and
ultimate reorganization of the Debtors' businesses. The Debtors
are not in a position to assume or reject each of the unexpired
leases because the Debtors have not had an opportunity to
formulate and implement a comprehensive business plan that will
serve as a basis for the Debtors' reorganization. The Debtors
are generally current on their postpetition rental obligations
under the unexpired leases and have the financial wherewithal to
remain so. Accordingly, ample cause exists to extend the period
as requested.

Until the Debtors have a reasonable opportunity to stabilize
their operations, pursue strategic alternatives, and ultimately
develop a business plan, the decision to assume or reject each
lease cannot properly be made. Accordingly, the Debtors are not
able to adequately assess whether to assume or reject each of
the unexpired leases within the present deadline of July 12,
2001. (ICG Communications Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

INLY COMPUTERS: Ottawa Local Computer Reseller Closes Shop
Inly Computers, Ottawa's largest local independent computer
reseller, ceased operations Monday after announcing it had filed
for bankruptcy, according to The Ottawa Business Journal.

Inly is leaving more than 50 employees out of work and shutting
down its stores on Merivale Road and Cyrville Road, reports say.

Inly has been in business since 1987.

MONOGRAM PICTURES: Selling Securities To Raise Needed Funds
Monogram Pictures, Inc. was formed on March 13, 1989 in the
State of Nevada. Originally, it acquired the rights and license
to sell and exploit commercially a patented stone hot plate that
operated without electrical connection, in the United States,
Canada, Mexico and the West Indies. It also obtained and further
enhanced procedures for the development, decoration,
establishment and operation of restaurants in the United States
and such other countries using the Stone Grill for tabletop
cooking. From 1989 to 1993, the Company tried to market and sell
the Stone Grill cooking and its Stone Grill products and, even
tested a restaurant in 1991. During 1993, Monogram decided not
to continue in the restaurant business. It sold all of its
interest to Stone Grill Restaurants, Inc., a related company.

During 1994, the Company started to acquire the materials to do
business in interactive media and communications. It started to
acquire programming, a broadcast film library, computers, video,
studio, broadcast and cable equipment and prepaid air time. It
currently is focusing its efforts to acquire and operate as a
temporary employment agency for professionals. The Company has
changed its corporate name a few times in the past year. On
April 25, 2000, it changed its name from Definition, Ltd., to e
Personnel On September 25, 2000, it changed its
name to Monogram Pictures, Inc.

In early 2000, the Company changed its business direction to the
Professional Employment Organization (PEO) industry and began to
seek out profitable PEO's to acquire. PEO's retain contracts
with small to midsize businesses offering a combination of
services including payroll, unemployment insurance, workman's
compensation, group medical and dental insurance. PEO's function
as a liaison between a company and a benefit plan or financial
service provider. Small to mid size businesses with PEO
representation are afforded the benefits offered larger
businesses specifically in the medical, dental, and group health
insurance industry. This allows the business to focus on its
core business without incurring the in-house cost of labor and
resources necessary to complete everyday business tasks such as
payroll processing and continual updating of employee records.
There is, of course, no assurance that Monogram will be
successful in its business.

The Company's revenues of $1,088,036 for 2000 were generated
solely from subsidiary operations and include only seven months
of activity (June 1, 2000 through December 31, 2000 as the
Company acquired its subsidiary effective June 1, 2000), and
resulted in a year 2000 net loss to the Company of $6,014,756.
Revenues for 1999 of $82,972 were generated solely from its
television subsidiary operations, which management discontinued
effective June 30, 1999 due to the financial drain on the
Company. The net loss for the year 1999 was $2,938,595.

At December 31, 2000, the Company had cash in bank of $65,588.
The Company states that its financial resources are minimal. The
Company says it needs to obtain additional financing from the
sale of the Company's Common Stock, Preferred Stock, Debt, or
some combination thereof in order to undertake further business
plans. The Company's ability to operate as a going concern is
contingent upon its receipt of additional financing through
private placements or by loans. The Company's business may
require additional funds in the future. There can be no
assurance that if additional funds are required they will be
available, or, if available, that they can be obtained on terms
satisfactory to Management. In the event the Company elects to
issue stock to raise additional capital, any rights or
privileges attached to such stock may either (i) dilute the
percentage of ownership of the already issued common shares or
(ii) dilute the value of such shares. No rights or privileges
have been assigned to the stock and any such rights and
privileges will be at the total discretion of the Board of
Directors of the Company. There can be no guarantee that the
Company will be able to obtain additional financing, or if
successful, that it will be able to do so on terms that are
reasonable in light of current market conditions.

MORGAN STANLEY: S&P Slashes Class F Mortgage Notes to D From B+
Standard & Poor's lowered its rating on class F of Morgan
Stanley Capital I Inc.'s commercial mortgage pass-through
certificates series 1995-HF1 to 'D' from single-'B'-plus.
Concurrently, the rating on class E of the same series
is affirmed at double-'B'-plus.

The lowered rating is the result of interest shortfalls
resulting from three defaulted mortgage loans secured by lodging
properties that have been deemed nonrecoverable. The servicer is
no longer providing principal and interest advances on the
properties. The loans have an aggregate principal balance of
$6.9 million (23.7% of the total pool balance).

The affirmed rating on the class E certificate, which has ample
credit support at 52%, should not be affected by losses on the
impaired loans, Standard & Poor's said.

NEXTWAVE TELECOM: Wins Appellate Court Ruling On Licenses Case
A U.S. appeals court ruled on Friday that communications
regulators violated bankruptcy rules when they repossessed
valuable wireless licenses from bankrupt NextWave Telecom Inc.,
throwing into question the subsequent resale of the airwaves to
other wireless firms, according to Reuters. The Federal
Communications Commission (FCC) repossessed 90 licenses that
Hawthorne, N.Y.-based NextWave won at auction in 1996 after the
company was unable to pay the $4.7 billion it bid for the
licenses on time. The company eventually filed for bankruptcy

"We conclude that the commission violated the provision of the
bankruptcy code that prohibits governmental entities from
revoking debtors' licenses solely for failure to pay debts
dischargeable in bankruptcy," the U.S. Court of Appeals for the
District of Columbia said in its ruling. The ruling was a
stunning win for NextWave which had lost most of its previous
court challenges to the FCC's action.

The airwaves were broken into 216 licenses and resold as part of
a larger auction in January in which wireless operators bid
$16.9 billion for a total of 422 licenses, but none of the
NextWave-related licenses have been issued. The ruling could
spark further appeals or set the stage for settlement talks
between the government, NextWave and wireless companies that
participated in the second auction. The FCC said when the
airwaves were auctioned that if it lost in the courts the
disputed licenses would be returned to NextWave. Verizon
Wireless, the biggest winner in the auction, had asked the FCC
to withhold granting the licenses and requiring payment until
the NextWave appeal was resolved.

The FCC could appeal the ruling to the Supreme Court or seek a
hearing by the full D.C. appeals court. One industry analyst
told Reuters it was more likely that the parties would open
settlement talks so that the FCC can keep the $16.9 billion
proceeds from its January auction, pay NextWave some money to
walk away from its legal victory and make the airwaves finally
available for use. (ABI World, June 25, 2001)

OWENS CORNING: Executes New Master Lease With Sun Microsystems
The Debtor Owens Corning asks approval of execution of a
postpetition master lease agreement and related agreements for
the leasing of certain computer and computer-related equipment
from Sun Microsystems Finance, a Sun Microsystems, Inc.
Business. In order to facilitate their business operations, the
Debtors have developed a vast technological and computing
infrastructure, commonly known to the Debtors as their "Global
Computing Environment". The GCE consists of a wide variety of
computer hardware and computer-related equipment, such as
computer servers, memory modules, power supplies, disk storage,
and application software, which the Debtors either purchase or
lease for their use in conducting and processing the vast
majority of their business transactions. The Debtors' primary
fundamental application systems, SAP and PeopleSoft, run on the
single GCE.

The Debtors' global business applications are processed through
the GCE such that all of the Debtors' core business systems
operate on, and are dependent upon, the ongoing operation of the
BCE. A robust, reliable BCE is key to the successful operation
of the Debtors' businesses. The BCE is subject to continuous
evolution to support the business needs of the Debtors.

Prior to the Petition Date, in the ordinary course of business,
the Debtors leased their computer equipment from, among others,
Sun, under a master Lease dated April 28, 1997, which
subsequently was supplemented by an addendum and amendment.
Under this combined prepetition computer lease agreement, each
item of computer equipment to be leased was set out in a lease
schedule entered into from time to time between the Debtors and
Sun. Certain of the Debtors' prepetition lease schedules for
computer equipment have expired and the Debtors anticipate that
over the next several months additional lease schedules will

As a result of the filing of the Debtors' bankruptcy petitions,
Sun will no longer lease computer equipment to the Debtors under
the prepetition computer lease agreement. Sun has agreed to
lease computer equipment to the Debtors, and/or to replace the
expired and expiring lease schedules, on condition that the
Debtors execute a new, postpetition master lease agreement. The
Debtors are not, by virtue of this Motion, effectuating an
assumption of the prepetition computer lease agreement.

                        The Master Lease

Under the terms of this Master Lease, the Debtors will lease
computer equipment from Sun by, from time to time, entering into
various lease schedules, each of which will constitute a
separate and distinct lease agreement. The initial term for the
item of computer equipment being leased will be set forth in the
applicable lease schedule, after which time the lease term will
renew automatically until terminated by either party on 60 days
prior written notice. The Debtors will pay rental charges for
the computer equipment in accord with the rental payment period
set forth in the lease schedules. The Debtors will have various
options upon expiration of the lease terms, including exercising
any purchase options set forth in the lease schedule, renewing
the lease schedule for a minimum of 12 months, or returning the
computer equipment to Sun. The Master Lease constitutes a single
lease for all computer equipment leased under it, and the Master
Lease is a true lease.

In connection with the Master Lease, related documents will be
executed. These are:

      Certificate of Incumbency. The Debtors' Assistant Secretary
will execute the Certificate of Incumbency, indicating that
she/he has the power and authority to execute all documents
relating to the Master Lease and to bind the Debtors to perform
under the Master Lease.

      The Lease Schedules. In connection with the execution of
the Master Lease, and upon judicial approval, the Debtors will
enter into two lease schedules for computer equipment. The first
provides for the Debtors' lease of a Memory Expansion Kit, for a
rental charge of $1,200 per month for 15 months; and the second
for the Debtors' lease of a Model E10,000 Computer Server and
related equipment, for a rental charge of $48,055 per month for
15 months. The Debtors anticipate that, in the future, they will
enter into various additional lease schedules for the leasing of
computer equipment, as current lease schedules expire and/or as
additional computer equipment is needed.

      Supplemental Agreement. This agreement contains certain
commercial and confidential information which the Debtors do not
wish to disclose to non-debtor parties. These agreements are
therefore filed under seal and are not available.

The Debtors advise Judge Fitzgerald that they believe their
execution of the Master lease and related agreements is in the
ordinary course of business and is therefore authorized under
the Code without the requirement of judicial review and
approval; however, Sun has conditioned its execution of the
Master Lease upon judicial approval being obtained.
Nevertheless, the Debtors reserve the right to withdraw this
Motion in the event that Sun does not issue final approval with
respect to the transactions contemplated by this Motion.

The use of computer equipment is critical to the ongoing
operation of the Debtors' businesses. Without the provision of
computer equipment the Debtors' CGE, which processes the vast
majority of the Debtors' business transactions, will fail. If
this were to occur, the Debtors would be disabled from
conducting any of their daily business transactions, such as
accepting deliveries from their vendors, billing and/or
accepting payment from their customers, invoicing, taking and/or
filling customer orders, accessing data from their computer
systems and fulfilling their payroll obligations, all of which
operate by SAP and/or PeopleSoft through the CGE. Sun, however,
will only lease computer equipment to the Debtors if the Debtors
enter into a postpetition master lease agreement with Su. Thus
the Debtors have determined that it is essential to the Debtors'
business operations, and financially prudent, to execute the
Master Lease Agreement and related agreements.

The Master Lease agreement will provide the Debtors with the
ability to lease computer equipment from Sun from time to time,
on an as-needed basis, by entering into the future Lease
Schedules when necessary as dictated by the Debtors' changing
business needs. Moreover, the Lease Schedules for which the
Debtors seek current court approval will enable the Debtors'
present CGE to remain intact and will allow the Debtors to
continue to operate their businesses without disruption. The
Debtors further believe that the provisions of the Master Lease
and related agreements are generally consistent with the normal
master lease provisions that Sun currently offers to other
potential lessees of similar computer equipment. Accordingly,
the Debtors submit that the proposed execution of the Master
Lease and related agreements is an exercise of the Debtors'
sound business judgment.

The Debtors also advise Judge Fitzgerald that they believe the
financial terms of the Master Lease and related agreements are
generally competitive with those that Sun offers to the
marketplace for similar such computer equipment. The Debtors
anticipate that the total cost for items of computer equipment
to be leased under Lease Schedules 1 and 2 will be approximately
$700,000 over the next 15 months. The Debtors believe this to be
the lowest cost option available to the Debtors for use of this
type of computer equipment at this time. More specifically, the
execution of Lease Schedules 1 and 2 will reduce the Debtors'
present costs for the leasing of computer equipment in the
amount of $26,400 per month. Moreover, if the Debtors do not
lease the computer equipment from Sun, they will be forced to
purchase new computer equipment in its place, at a significantly
higher cost to the Debtors. The Debtors believe that they have
negotiated, at a minimum, a fair and reasonable price for the
lease of the computer equipment. (Owens Corning Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)

OZ.COM: Needs To Raise Funds To Continue As A Going Concern
OZ.COM was incorporated in the state of California in 1995. The
Company is a developer and business-to-business vendor of
software and services that enable the delivery of certain
Internet-based services over wireless telecommunications
networks. Its software and services enable wireless network
operators and Internet businesses to provide Internet-based
services to their wireless subscribers and to offer these
services across a spectrum of Internet-access devices.

The Company's recurring losses from operations, negative cash
flows, and future need for additional capital raise substantial
doubt about its ability to continue as a going concern.
has incurred significant net losses since inception, including
losses of $2,932,118 and $13,965,880, for the fiscal years 1999
and 2000, respectively, and had received no revenue from its
core products through the end of 2000. Over time the Company
says it intends to increase expenditures in order to fund the
continued expansion of operations in North America and Europe
through an increased sales and marketing force and a higher
number of technically skilled professional staff. To the extent
such expenditures are incurred and revenues do not
correspondingly increase,'s operating results would be
materially and adversely affected. In addition, future operating
results will depend on many other factors, including the growth
of the market for wireless Internet-based services, competition,
and's success in expanding its direct sales and marketing
organizations and in attracting and retaining additional skilled
professional staff, as well as general economic conditions and
other factors. Accordingly, it cannot be assured that
will be profitable in future periods.

The Company has devoted substantial efforts to developing new
products and has incurred losses and negative cash flows from
operations since inception. The Company does not believe that
its operating requirements for the next 12 months can be funded
from cash provided by operations and cash reserves. These
factors raise substantial doubt about the Company's ability to
continue as a going concern. The Company is seeking to raise
additional capital through the offering of debt or equity
securities. The Company is also limiting discretionary expenses
in all categories and plans to halt its growth, except for some
expansion in Montreal, which may be offset by some attrition in
other offices. However, there can be no assurance that the
Company's efforts to achieve profitable operations or raise
additional capital will be successful.

PACIFIC GAS: Assumes Chem-Nuclear Waste Contract
Pacific Gas and Electric Company sought and obtained the Court's
approval for the assumption of an executory contract for the
disposal of nuclear waste between PG&E and Chem-Nuclear Systems,
LLC, dated December 16, 1992, as amended, on an ex pafte basis
due to the exigency of the circumstances.

Before filing its pleading with the Court, the Debtor first
obtained the approval of the Creditors' Committee and the
consent of Chem-Nuclear.

The Contract is an executory contract for the disposal of low
level radioactive nuclear waste ("LLW"). Pursuant to the
Contract, Chem-Nuclear has agreed to accept and store LLW at a
site in Barnwell, South Carolina, in exchange for payment from
PG&E based on the volume of LLW delivered to the Barnwell site.
Chem-Nuclear operates the Barnwell site under contract with the
State of South Carolina.

PG&E intends to use the storage at Barnwell of LLW for the
Diablo Canyon Nuclear Power Plant ("DCPP"). PG&E is the owner
and operator of DCPP, which is located in San Luis Obispo County
near the town of Avila Beach. DCPP is a two-unit facility with a
combined electric output of approximately 2200 megawatts.
Operation of DCPP requires the treatment of radioactive liquids
from plant systems, resulting in the generation of low-level
radioactive spent filters and ion exchange media. Some of these
secondary wastes are often high in activity, with filters
constituting Class C Low Level Waste, and higher activity spent
ion exchange media constituting Class B Low Level Waste.

The Southwestern Low Level Radioactive Waste Compact Commission
("SWCC") has granted export petitions for off-site processing
and disposal of LLW. PG&E has obtained permission from the SWCC
to export its LLW from California for ultimate disposal at
either Envirocare of Utah (Class A waste) or Barnwell, South
Carolina (Class A, B and C waste) for the calendar year 2001.

At this time, the Barnwell burial site is the only higher
activity (Class lB and C) disposal site to which PG&E currently
has access. A refueling outage for DCPP Unit 2 is currently
underway. PG&E expects some high activity dry waste to be
generated during this refueling outage which is suitable for
disposal at Barnwell only. PG&E plans to ship this material,
along with similar material from a refueling outage during the
fall of 2000. No alternative disposal sites are available to
PG&E for this material.

PG&E's access to the Barnwell site is dependent on its timely
performance under the Contract.

In addition, assumption of the Contract will assure PG&E the
maximum amount of access volume for the storage of its LLW at
the Barnwell facility in the coming years.

Access volume for a waste generator is determined based on the
volume of waste stored by such entity during the prior 12 month
period. PG&E expected that the planned June 2001 disposal of its
waste would be combined with waste from the 2000 refueling
outage to determine its allowed access volume for July 2001
through June 2002 at Barnwell.

The increased access volume that this disposal will afford PG&E
is critical, because PG&E expects to generate a Class C
container of filters in the second half of 2001 and two high
activity ion exchange media containers (Class B) in 2002 in
preparation for another spring refueling outage, which it will
need to dispose of at Barnwell.

Further, access to Barnwell for "out of compact" waste will be
available on a decreasing scale over the next eight years, as
South Carolina has joined the new Atlantic Compact (South
Carolina, Connecticut, and New Jersey) to ultimately bar import
of LLW within eight years. The access volume over this period
available to PG&E will be based on the volume of waste and the
fees paid over the prior 12 month period, and it is essential
that PG&E use its volume allocation to maintain its ability to
dispose of LLW in the future.

Thus, delay in the June 2001 shipment will decrease any future
disposal volume allocation (for 2002 and beyond) granted to
PG&E. Moreover, PG&E will be unable to obtain a new disposal
contract for the July 2001 - June 2002 contract year. Should
PG&E fail to assume the Contract, it would be forced to place
the higher activity waste into on-site storage. Experience tells
that on-site storage increases the work load and radiation
exposure to plant personnel since the containers have to be
inspected during storage and handled an additional time (placed
in storage and later placed in a shipping cask. In addition,
delay in radioactive waste disposal generally results in
increased cost.

The amount necessary to cure the existing defaults under the
Contract is $174,062.34 and the cost to PG&E of performance
under the Contract for the remainder of the term is
approximately $60,000. The utility tells the Court that
considering its revenue of approximately $9.23 billion per annum
from 1998 to 2000 on the average, based on its rate setting and
collection structure, and its over $2 billion in cash reserves,
PG&E is clearly capable of curing arrearages and performing
under the Contract for the remaining term.

Accordingly, PG&E has determined that it is necessary and
prudent and an exercise of sound business judgment to assume the
Contract for a successful reorganization. (Pacific Gas
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

PILLOWTEX: Committee Amends Terms Of Houlihan Lokey's Retention
The Official Committee of Unsecured Creditors in Pillowtex
Corporation's chapter 11 cases still desires to retain the
services of Houlihan Lokey Howard & Zukin Capital of New York to
act as financial advisors, nunc pro tunc to December 1, 2000.

Acting on behalf of the Committee, Laura L. Moran of State
Street Bank and Trust Company assures Judge Robinson that
Houlihan has agreed to revise the terms of its engagement to
address the Court's concerns.

Last March, Judge Robinson denied the Committee's first
application to retain the services of Houlihan. Though she
admitted that the retention of Houlihan is appropriate, Judge
Robinson ruled that the terms of the Houlihan engagement are not
reasonable, particularly on the flat monthly fee that is not
subject to periodic review, and the scope of enumerated
services. Judge Robinson also found the transaction fee
excessive and could not be justified at this stage of the

By this application, the Committee proposes to retain Houlihan
with the payment of its monthly fee will be subject to the
provisions of section 328(a) of the Bankruptcy Code while
payment for the transaction fee will be subject to the
reasonableness standard of section 330 of the Bankruptcy Code.

As stipulated in the Amended Letter Agreement, Houlihan will be
entitled to a monthly fee equal to $125,000 per month plus the
reimbursement of all reasonable out-of-pocket expenses. Houlihan
will also be entitled to a transaction fee, payable in cash, or
at the option of the Committee, in the same form as is received
on a weighted average basis by all unsecured creditors,
calculated as 0.8% of the aggregate consideration received by
the Debtors' general unsecured creditors on account of their
claims pursuant to any plan of reorganization.

The Committee believes that Houlihan possesses extensive
knowledge and expertise in areas relevant to these chapter 11
cases. Therefore, Ms. Moran emphasizes, the employment of
Houlihan is in the best interest of the unsecured creditor body
that the Committee represents.

With the retention of BDO Seidman as accountants, Ms. Moran
assures also Judge Robinson that the respective roles and duties
of Houlihan and BDO Seidman will be carefully coordinated by the
Committee to minimize any duplication of effort.

David R. Hilty, director of the firm of Houlihan Lokey Howard &
Zukin Capital, tells Judge Robinson that Houlihan is a
"disinterested person".

Houlihan discloses it is currently providing, or has in the past
provided, advisory services in unrelated matters to the
potential parties-in-interest in this case, such as: entities
affiliated or controlled by Apollo; GE Capital Corporation;
Merrill Lynch; Indosuez Capital; Chase Manhattan Bank; Bankers
Trust Company; and the Walton Family Voting Trust. In addition:
the Debtors' counsel, Jones, Day, Reavis & Pogue, has
represented Houlihan in matters unrelated to this case; an
affiliate of Fleet Capital Corporation (a holder of secured bank
debt) is a lender to affiliated entities and certain officers of
Houlihan; and GE Capital Corporation (a holder of secured bank
debt) is a limited partner in a private equity in which Houlihan
is the General Partner.

If Houlihan discovers additional information that requires
disclosure, Mr. Hilty promises to file a supplemental affidavit.

                     But DIP Lenders Object

When the Committee first applied to retain Houlihan, the Senior
Lenders opposed the application because they believe it was a
duplication of the BDO Seidman's retention and it was also

In this second application, John H. Knight, Esq., at Richards
Layton & Finger, in Wilmington, Delaware, notes, the Committee
still failed to demonstrate why it requires the services of both
BDO and Houlihan when there are obvious areas of overlap and
duplication of work to be performed.

Normally, Mr. Knight explains, these issues of overlap and
duplication would be addressed at the time of applicant's fees
and expenses are reviewed. However, Mr. Knight states, the
traditional fee review process is thwarted because Houlihan
seeks a significant award of fees approved in advance and not be
subject to review or objection after the services have been

Mr. Knight tells Judge Robinson that Houlihan, with the
Committee as its sponsor, is trying to circumvent the review
process and analysis of the payments as set forth in the
Bankruptcy Code. But the Committee would have this Court
consider reasonableness solely based upon the Committee's (or
Houlihan's perception of the market, Mr. Knight relates.
Although the market rate is one of the factors considered in
determining reasonableness, Mr. Knight explains, there are other
factors to be considered. The Bankruptcy Code calls for a
concept of reasonableness in setting compensation for retained
professionals. Reasonableness is determined by:

      (a) The time spent on such services;

      (b) The rates charged for such services;

      (c) Whether the services were necessary to the
administration of, or beneficial at the time at which the
service was rendered towards the completion of, a case under
this title;

      (d) Whether the services were performed within a reasonable
amount of time commensurate with the complexity, importance, and
nature of the problem, issues, or task addressed;

      (e) Whether the compensation is reasonable based upon the
customary compensation charged by comparably skilled
practitioners in cases other than cases under this title.

The Committee's application does not show that the Houlihan
retention is considered as reasonable, Mr. Knight observes,
instead it only indicates a troubling trend by professionals
seeking to minimize bankruptcy court and creditor supervision of
the allowance and payment of professional fees.

The Senior Lenders ask Judge Robinson to deny the Committee's
amended application to retain Houlihan as financial advisors.
But if ever the court approves the application, the Senior
Lenders appeal to Judge Robinson that it should be approved only
pursuant to the terms of the Bankruptcy Code so that the
Debtors, creditors, and this Court, would be granted an
opportunity to review and object (if necessary) to the payment
of fees and expenses sought by Houlihan.

                               * * *

Judge Robinson grants the Committee's amended application after
finding that it is in full compliance with the provisions of the
Bankruptcy Code and other regulations. The fee structure is
approved pursuant to:

      (a) Section 328(a) of the Bankruptcy Code with respect to
the monthly fee, and

      (b) Section 330 of the Bankruptcy Code with respect to the
transaction fee.

Notwithstanding the approval of the fee structure, Judge
Robinson rules, all of Houlihan's fees and expenses in the
Debtors' cases shall be subject to approval of the court upon
proper application by Houlihan in accordance with the applicable
provisions of the Bankruptcy Code, and other regulations.

Any transaction fee shall be earned by Houlihan upon the
confirmation of a plan(s) of reorganization or liquidation for
the Debtors and paid upon by the effective date of any such
plan; provided, however, that:

      (a) The transaction fee and the other fees and expenses
described in the application and the letter agreement in all
cases shall be subject to approval of the court upon proper
application by Houlihan;

      (b) Any monthly fees and other fees and expenses in
addition to any transaction fee shall be paid to Houlihan only
upon court approval or in accordance with any other procedures
for the compensation of professionals established by the Court
in these cases; and

      (c) Any fees or expenses paid to Houlihan but not approved
by the Court shall be promptly returned by Houlihan to the
Debtors. (Pillowtex Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PSINET INC.: Moves For Superpriority For Intercompany Claims
In the ordinary course of business, a Debtor occasionally may
require additional funds to meet its current obligations, and
such obligations may be satisfied pursuant to an intercompany
loan from another Debtor or direct payments by a non-obligor
Debtor on behalf of the obligor Debtor (collectively,
"Intercompany Claims").

To ensure that one Debtor will not, at the expense of its
respective creditors, fund the operations of another Debtor, the
PSINet, Inc. Debtors request that, pursuant to Section 364(c)(1)
of the Bankruptcy Code, all Intercompany Claims arising after
the Petition Date among the Debtors be accorded superpriority
status, with priority over any and all administrative expenses
of the kind specified in Sections 503(b) and 507(b) of the
Bankruptcy Code.

If postpetition Intercompany Claims among the Debtors are
accorded superpriority status, the Debtor incurring an
obligation will continue to bear the ultimate repayment
responsibility for such obligation, thereby maximizing the
protection afforded by the cash management system to each
affiliate's creditors. (PSINet Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

RAYOVAC CORPORATION: Discloses Pricing Terms For Tender Offer
Rayovac Corporation (NYSE: ROV) announced the pricing terms for
the tender offer for all of its outstanding $65 million
principal amount of 10 1/4% Series B Senior Subordinated Notes
due 2006.

The reference U.S. Treasury Bond is the U.S. Treasury 6.25% Bond
due October 31, 2001; the yield on the reference U.S. Treasury
Bond and the tender offer yield are 3.557% and 4.057%,
respectively; and the total consideration per $1,000 principal
amount for holders who tendered prior to the consent payment
deadline of 5:00 p.m. New York time on June 13, 2001 is
$1,071.20, of which $30.00 is a consent payment and $1,041.20 is
a tender payment. Holders tendering after the consent payment
deadline but prior to the expiration date will receive the
tender payment. In addition, tendering holders of the Notes will
receive accrued interest through the settlement date.

The tender offer will expire at 11:59 p.m., New York City time,
on June 27, 2001 (the "Expiration Date"). Rayovac anticipates
depositing sufficient funds with the depositary for payment of
the Notes on or about June 28, 2001.

In connection with the offer, Rayovac sought and received
consents to eliminate or modify substantially all of the
covenants and certain events of default in the indenture
relating to the Notes. The supplemental indenture incorporating
the amendments has been executed and the amendments will become
operative when the tendered notes are accepted for payment.

Information regarding the pricing, tender and delivery
procedures and conditions of the tender offer and consent
solicitation is contained in the Offer to Purchase and Consent
Solicitation Statement dated May 31, 2001 and related documents.
Copies of these documents can be obtained by contacting D.F.
King & Co., Inc., the information agent for the tender offer and
consent solicitation, at 800-848-3409 (toll free) or 212-269-
5550 (collect). Banc of America Securities LLC is the exclusive
dealer manager for the tender offer and consent solicitation.
Additional information concerning the terms and conditions of
the tender offer and consent solicitation may be obtained by
contacting Banc of America Securities LLC at 888-292-0070 (toll
free) or 704-388-1457 (collect).

Rayovac is one of the world's leading battery and lighting
device companies and the fastest growing manufacturer of general
batteries in the United States. The Company also markets the
number one rechargeable brand of battery and is the world leader
in hearing aid batteries. Rayovac is traded on the New York
Stock Exchange under the ROV symbol.

RELIANCE GROUP: Taps Deloitte & Touche As Accountants
Reliance Group Holdings, Inc. seeks to retain Deloitte & Touche
pursuant to 11 U.S.C. Secs. 327 and 328.  D&T will provide
accounting and auditing services consistent with the terms and
conditions of its engagement letter regarding the audit of the
consolidated financial statements.  RGH has previously employed
D&T as their accountants and auditors for the same services
contemplated herein for a period of approximately twenty years.
Because of this previous employment, D&T possesses a great deal
of institutional knowledge of Debtor and is already familiar
with their business affairs to the extent necessary for the
scope of the proposed and anticipated services.

Specifically, the Debtors will look to D&T for:

       (a) auditing and reporting on the annual financial

       (b) rendering accounting, tax and reporting assistance in
           connection with reports requested by the Court,
           including statements and schedules of financial
           affairs, monthly operating reports and such reports as
           may be requested by the U.S. Trustee or other parties
           in interest;

       (c) reviewing the quarterly financial information that
           will be included in reports that will be filed with
           the Securities and Exchange Commission;

       (d) as agreed to by D&T, assisting with other matters as
           Debtors, its attorneys or financial advisors may, from
           time to time, request.

Robert J. Bass, leading the engagement from Deloitte's New York
office, assures the Court that D&T meets the legal definition of
a disinterested person.  The Debtors agree to pay D&T its
ordinary hourly billing rates in accordance with customary
billing practices:

                Partner               $575 to $600
                Senior Manager        $460 to $480
                Manager               $320 to $360
                Staff                 $150 to $270

Mr. Bass discloses that D&T received a prepetition retainer of
$125,000.  RGH requests that this amount be applied as an offset
to the first interim fee application.  In addition to
compensation for professional services, D&T will seek
reimbursement for reasonable and necessary expenses incurred in
connection with the cases, including travel expenses, long-
distance telephone calls, duplication and messenger services.
Within the one-year period prior to filing these chapter 11
cases, D&T received $557,880 from Debtors in payment for
services. (Reliance Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

RITE AID: Gives Update On Private Offering & Refinancing Plan
Rite Aid Corporation (NYSE, PSE: RAD) announced that it had
entered into agreements providing for the private placement of
40.3 million shares of its common stock to select institutional
investors for total gross proceeds of $302.4 million (or $7.50
per share) and that it has received commitments for private
exchanges of $67.5 million of its 10.5% Senior Secured Notes due
2002 and bank debt for shares of its common stock.

The company also announced that it intends to offer through a
private placement $200 million of Senior Notes due 2008. The
purpose of this offering is to complete Rite Aid's previously
announced $3.0 billion refinancing package, to pay refinancing
fees and expenses and for general corporate purposes.

Rite Aid said that as a result of the private placement of
common stock and the additional debt for equity exchanges, it
has commitments to satisfy $898.1 million of the condition that
it issue $1.05 billion in new debt or equity securities to
obtain a new $1.9 billion senior secured credit facility that is
the cornerstone of its refinancing package. The company
said that with the commitment for the private placement of
common stock, it also has the commitments to satisfy the
condition of the new credit facility that $400 million of the
$1.05 billion come from the sale of new equity for cash. Rite
Aid said it expects the additional $151.9 million needed to
complete the requirement to be provided by proceeds from the
private placement of senior notes.

When completed, the refinancing will significantly reduce Rite
Aid's debt and debt obligations maturing before March 2005. The
company said it expects to close the refinancing by mid-July.
In addition to the private placement of common stock, the debt
for equity exchanges and the senior note offering announced
today, as previously announced, Rite Aid's refinancing package
also includes a commitment for a private placement of common
stock that will raise $150 million, a commitment by one of the
holders to exchange $152 million of the company's 10.5% Senior
Secured Notes due 2002 for $152 million of new 12.5% Senior
Secured Notes maturing in 2006 and $226.2 million in other
private exchanges of common stock for debt.

Closing of the refinancing is subject to customary closing
conditions and the completion by Rite Aid of the balance of the
required financing. The closing of the private placement of
common stock, and the closing of the senior note offering, is
conditioned upon the refinancing.

The common stock and senior notes will not be registered with
the Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act of

Salomon Smith Barney, and Credit Suisse First Boston acted as
agents of the private placement of common stock.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $14 billion and more
than 3,600 stores in 30 states and the District of Columbia.
Information about Rite Aid, including corporate background and
press releases, is available through the company's website at

RMM RECORDS: Universal Music Group Acquires Assets
Universal Music Group (UMG) and RMM Records (RMM) jointly
announced the acquisition by Universal of RMM's assets which
comprise one of the most well-respected tropical music catalogs
in the industry as well as the future recordings by artists
presently signed to the label.

This acquisition of RMM brings to UMG a highly significant Latin
music catalog of over 400 master recordings by more than 130
artists in various tropical music styles including Salsa,
Merengue and Latin Jazz. This includes seminal recordings by
Tito Puente, India, Celia Cruz, Jose Alberto, Tito Nieves, Oscar
D'Leon, Tony Vega and Domingo Quinones. All Spanish-language
albums previously recorded by Marc Anthony, including the RIAA
certified gold albums "Todo A Su Tiempo" and "Contra La
Corriente," will revert to Universal upon the expiration of the
current distribution arrangement.

Artists on the current roster include such stars as Kevin
Ceballos, Manny Manuel, Michael Stuart, Cheo Feliciano and
Domingo Quinones. In addition, UMG will release the next album
by superstar India.

Zach Horowitz, President and COO, UMG, commented, "Ralph Mercado
is one of the true innovators and pioneers in the Latin music
business. His record company, RMM, since its inception in 1987,
has been the preeminent label for tropical music and home of
some of the most renowned artists in the Latin music world. That
musical legacy along with RMM's impressive current artist roster
are exciting additions to our company. We look forward to
building upon the success that Ralph Mercado has achieved."

Ralph Mercado, President and sole shareholder of RMM, commented,
"I am delighted with the transaction and I am excited that our
family of RMM recording artists have found an appropriate new
home with Universal. I look forward to a continuing role in the
music industry."

RMM has helped define Latin music with its artists' influence
and label achievements in the marketplace. The label's artists
have been recipients of countless prestigious honors and awards
bringing worldwide recognition to them and the genre. Among
those awards are Grammys, Premios Lo Nuestro, Alma, Billboard,
ACE, Diplo, Farandula, Cassandra and Tu Musica. Most recently
the label has seen Grammy Award winning albums from Celia Cruz,
Tito Puente and Marc Anthony.

The transaction has been approved as part of a Chapter 11
bankruptcy sale subject to the entry of an order by the United
States Bankruptcy Court, Southern District of New York.

Universal Music Group is the world's leading music company with
wholly-owned record operations or licensees in 63 countries
around the world. Its businesses also include Universal Music
Publishing Group, one of the industry's largest global music
publishing operations.

Universal Music Group consists of record labels Decca Record
Company, Deutsche Grammophon, Interscope Geffen A&M Records,
Island Def Jam Music Group, MCA Nashville, MCA Records, Mercury
Records, Motown Records, Philips, Polydor, Universal Records,
and Verve Music Group as well as a multitude of record labels
owned or distributed by its record company subsidiaries around
the world. The Universal Music Group owns the most extensive
catalog of music in the industry which is marketed through two
distinct divisions, Universal Music Enterprises (in the U.S.)
and UM3 (outside the U.S.). Universal Music Group also includes
eLabs, its division dedicated to strategy, business development,
and management of new businesses in the online and advanced
technology space.

Universal Music Group is a unit of Vivendi Universal, a global
media and communications company.

SL INDUSTRIES: Obtains Waiver Of Certain Debt Covenant Defaults
SL Industries Inc. (NYSE:SL)(PHLX:SL) announced that it has
obtained a waiver of its default on certain financial covenants
in its revolving credit facility from its bank lenders.

The credit facility has also been amended, in connection with
the grant of the waiver, to require the company to provide its
lenders additional collateral. The waiver covers the fiscal
quarters ending March 31, 2001, and June 30, 2001.

Under the credit facility, as amended, the company is required
to pay its lenders certain additional fees, as well as an
increased interest rate. The company has also agreed to apply
the net proceeds from the sale of any material line of its
business to repay loans outstanding under the credit facility,
and to reduce the size of the credit facility pursuant to a
predetermined formula in connection with any such sale.

Owen Farren, president and chief executive officer, stated: "We
are pleased to have received a waiver from the company's
lenders. We will continue to work together as the company
addresses the challenges of the current business slowdown."

Farren added: "The company is presently in the process of
evaluating bids from potential purchasers and anticipates
inviting several groups to conduct due diligence reviews in June
and July. By late July, the company expects to evaluate
competing offers and recommend a course of action to maximize
value for our shareholders."

                About SL Industries

SL Industries Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace and consumer applications. For more
information about SL Industries Inc. and its products, visit the
company's Web site at

USG CORPORATION: Files Chapter 11 To Resolve Asbestos Litigation
USG Corporation (NYSE: USG) filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
manage the growing asbestos litigation costs of its United
States Gypsum Company subsidiary and to resolve asbestos claims
in a fair and equitable manner. USG's major domestic
subsidiaries also filed Chapter 11 petitions, including
United States Gypsum Company, USG Interiors, Inc. and L&W Supply

We took this action not only to resolve asbestos lawsuits
equitably, but also to protect the long-term value of our
business and maintain our leadership position in the market,
said William C. Foote, Chairman, President and CEO. "It was
important to take the litigation out of a dysfunctional tort
system and move it to a single forum where the claims can be
objectively evaluated.

The asbestos litigation system is clearly out of control, said
Foote. Lawsuits continue to be filed at a high rate with no
slowdown in sight, and most of the claims are filed by people
who are not sick. In addition, the recent bankruptcies of other
asbestos defendants have dramatically increased U.S. Gypsum's
asbestos costs to the point that they are completely out of
proportion to its legitimate liability. We have said repeatedly
that U.S. Gypsum can afford to pay for its own liability, but it
cannot pay for the liability of other companies or pay everyone
who was exposed to asbestos-containing products -- yet that is
exactly what is happening because of the high volume of new
cases and the other asbestos-related bankruptcies.

Commenting on the Company's operations, Foote explained, "Our
businesses continue to grow, and we remain the leader in our
markets. Today's filing is not about restructuring our Company's
operating units or dealing with a liquidity crisis. Rather, the
Chapter 11 process was the only alternative to prevent the value
drain that has been occurring as U.S. Gypsum was forced to pay
for the asbestos costs of other companies that have already
filed for Chapter 11. The bankruptcy filing includes USG and its
other major domestic subsidiaries to address financing needs
during the Chapter 11 process and so that all USG companies
would be included in the final resolution of U.S. Gypsum's
asbestos liability.

We carefully considered other alternatives, continued Foote.
Chapter 11 is the only way to obtain a fair valuation of U.S.
Gypsum's asbestos liability -- and it is the best way to
preserve value for all of our stakeholders, including our
legitimate creditors, our shareholders and our employees.

He noted that USG is the eighth company in the last 18 months
that has been forced to utilize Chapter 11 to resolve asbestos
claims; over the past two decades, 27 companies have filed for
protection under Chapter 11 because of asbestos litigation.
Since 1994, U.S. Gypsum has been named in more than 250,000
asbestos-related personal injury claims, and has paid more than
$450 million (before insurance recoveries) to manage and resolve
asbestos-related litigation. Further, U.S. Gypsum has received
more than 22,000 new claims since the beginning of this year.
U.S. Gypsum's asbestos personal injury costs (before insurance)
have risen from $30 million in 1997 to more than $160 million in
2000, and were expected to exceed $275 million in 2001.

Commenting on the need for federal legislation, Foote said, We
have been advocating and working hard on a legislative solution
to the asbestos situation. Legislation is needed; it represents
good public policy and we remain committed to finding a
legislative solution. However, we simply could not continue to
endure the dramatic increase in asbestos costs and still protect
USG, its customers, suppliers, employees, shareholders and other
important stakeholders.

USG also announced it has received a commitment for up to $350
million in debtor-in-possession (DIP) financing from JP Morgan
Chase, which will augment the Company's liquidity and fund
operations during the restructuring process, and enable the
Company to purchase and pay for goods and services going

During the restructuring period and beyond, USG's operations
will continue without interruption. The Company will maintain
its commitment to providing the highest quality products and
superior service to customers. Vendors will be paid for all
goods furnished and services provided after the filing, and
transactions that occur in the ordinary course of business will
continue as before. Employees will be paid their normal wages,
and benefit programs will continue uninterrupted. Employee
interests in the USG Corporation Retirement Plan and the USG
Corporation Investment Plan (401k) are held in trust and
protected by law. The Company's international operations are not
included in the Chapter 11 filing and will continue to conduct
business as usual.

While it is impossible to predict exactly how long our
reorganization will take, our goal is to complete the
restructuring and emerge from Chapter 11 as quickly as possible,
with a comprehensive and final resolution to U.S. Gypsum's
asbestos liability, Foote said.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum
wallboard, joint compound, cement board and related gypsum
products; ceiling tile and grid; and building products
distribution. Additional information about the restructuring is
available at

USG CORPORATION: Case Summary & 50 Largest Unsecured Creditors
Lead Debtor: USG Corporation
              125 South Franklin Street
              Chicago, IL 60606

Debtor affiliates filing separate chapter 11 petitions:

              United States Gypsum Company
              USG Interiors, Inc.
              USG Interiors, Inc.
              USG Interiors International, Inc
              L & W Supply Corporation
              Beadex Manufacturing, LLC
              B-R Pipeline Company
              La Mirada Products Co., Inc.
              Stocking Specialists, Inc.
              USG Industries, Inc.
              USG Pipeline Company

Type of Business: USG Corporation is a holding company whose
                   subsidiaries operate 44 plants in U.S. and 20
                   outside the U.S. These companies develop,
                   manufacture and market building materials for
                   new residential construction, nonresidential
                   construction, repair and remodel construction,
                   an industrial processes markets.

Chapter 11 Petition Date: June 25, 2001

Court: District Delaware

Bankruptcy Case Nos.: 01-02094 and 01-02104

Debtors' Counsel: Daniel J. Defranceschi, Esq.
                   Richards, Layton & Finger
                   One Rodney Square, P.O. Box 551
                   Wilmington, DE 19899
                   (302) 658-6541


                   David G. Heiman, Esq.
                   Jones, Day, Reavis & Pogue
                   North Point
                   901 Lakeside Avenue
                   Cleveland, Ohio 44114

Total Assets: $3,252,000,000

Total Debts: $2,739,000,000

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
National City Bank of         Indenture Trustee     $287,330,000
Indiana                       (1)9.25% Sr. Notes
Catherine S. Krug             due 9/15/01
101 West Washington Street    (2)8.50% Sr. Notes
Suite 655 South               due 8/1/05
Indianapolis, IN 46255        (3)Industrial Revenue
Tel: (317)262-7789            Bonds
Fax: (317)267-7658

Bank One Investment           Indenture Trustee-    $119,400,000
Management Group              Industrial Revenue
Joseph J. Morand              Bond
Global Corporate Trust
Mail Code IL 1026
One Bank One Plaxa
Chicago IL 60670-0126
Tel: (312) 407-1871
Fax: (312) 407-1708

Chase Manhattan Bank          Indenture Trustee-    $110,000,000
Beth Laird                    Industrial Revenue
One Liberty Place             Bonds
52nd Floor
1650 Market Street
Suite 5210
Philadelphia, PA 19103
Tel: (215)988-1330
Fax: (215)972-8372

JP Morgan Chase & Co.         Bank Loan              $65,579,487
Mark Gibbs
227 West Monroe Street
27th Floor
Chicago IL 60606
Tel: (312)541-4205
Fax: (312)541-3379

Bank One, N.A.                Bank Loan              $45,707,692
Diane M. Faunda
ILI-0088-14th Floor
I Bank One Plaza
Chicago, IL 60670-0088
Tel: (312)732-1612
Fax: (312)732-5161

Bank of America, N.A.         Bank Loan              $45,707,692
Raju N. Patel
231 South LaSalle Street
Chicago, IL 60697
Tel: (312) 828-7225
Fax: (312) 987-0303

Citicorp Securities, Inc.     Bank Loan              $47,692,302
Emily Rosenstock
500 Madison Street
Chicago, IL 60661
Tel: (312)627-3981
Fax: (312)627-3990

TD Securities, Inc.           Bank Loan              $43,723,077
Stephen C. Watts
120 South LaSalle Street
Chicago, IL 60603
Tel: (312)984-5401
Fax: (312)782-6337

Sun Trust Bank                Bank Loan              $31,794,872
Charles C. Pick
303 Peachtree Street
NE 3rd Floor
Atlanta, GA 30308
Tel: (404)588-7315
Fax: (404)588-8505

The Northern Trust Company    Bank Loan              $23,846,154
Michelle M. Teteak
50 South LaSalle Street
Chicago, IL 60675
Tel: (312)444-3506
Fax: (312)444-5055

Bank of Tokyo-                Bank Loan              $19,871,795
Mitsubishi, Ltd.
Diane M. Tkach
227 W. Monroe Street
Suite 2300
Chicago, IL 60606
Tel: (312)696-4663
Fax: (312)696-4535

Barclays Bank PLC             Bank Loan              $19,871,795
Colin Fraser
54 Lombard Street
1st Floor
London, EC3O 3AH
Tel: 44-20-7699-2239
Fax: 44-20-7699-4140

Bank Brussels Lambert         Bank Loan              $19,871,795
Neil J. McMorrow
630 Fifth Avenue 6th Floor
New York, NY 10111
Tel: (212)218-5212
Fax: (212)218-5205

Deutsche Bank                 Bank Loan              $19,871,795
Securities, Inc.
Thomas W. Cole
223 S. Wacker Drive
84th Floor
Chicago, IL 60606
Tel: (312)993-8150
Fax: (312)993-8162

Industrial Bank               Bank Loan              $19,871,795
of Japan, Ltd.
Mizuho Financial Group (MHFG)
Steven W. Ryan
227 W. Monroe Street
Suite 2600 Chicago, IL 60606
Tel: (312)855-6251
Fax: (312)855-8200

The Sanwa Bank, Limited       Bank Loan              $19,871,795
Lee E. Prewitt
10 S. Wacker Drive
Suite 1825
Chicago, IL 60606
Tel: (312)368-3020
Fax: (312)346-6677

Wachovia Securities, Inc.     Bank Loan              $19,871,795
James F. Kinoshita
70 W. Madison St.
Suite 2440
Chicago, IL 60202
Tel: (312)795-4331
Fax: (312)853-0693

Firstar Bank, N.A.            Bank Loan              $11,923,077
Mathew Zeck
425 Walnut Street
Cincinnati, OH 45202
Tel: (513)632-3002
Fax: (513)632-2068

Fuji Bank Limited             Bank Loan              $11,923,077
James S. Bell
225 W. Wacker drive
Suite 2000
Chicago, IL 60606
Tel: (312)621-1526
Fax: (312)621-0539

Wells Fargo Bank Northwest    Indenture Trustee-     $11,000,000
Alice Garrett                 Industrial Revenue
National Association          Bonds
Corporate Trust Services
MAC P6101-114
1300 NW 5th Avenue
11th Floor
Portland, OR 97201
Tel: (503)886-4367
Fax: (503)886-3300

American National Bank        Indenture Trustee-      $7,200,000
Joyce Wallington-Jones        Industrial Revenue
Global Corporate Trust        Bonds
Services ILI-1250
120 South LaSalle Street
4th Floor
Chicago, IL 60603
Tel: (312)661-5497
Fax: (312)661-6491

Reliant Energy Services       Trade Debt              $4,800,000
Greg Mason
1600 Smith Street, Ste 1200
Houston, TX 77002
Tel: (713)207-1372
Fax: (713)207-1177

Weirton Steel                 Trade Debt              $2,098,400
Cynde Vidas
400 Three Springs Drive
Weirton, WV 26062-9777
Tel: (304)797-2764
Fax: (304)797-2887

Innovative Gas Services       Trade Debt              $1,848,173
Steve Minke
101 E. 2nd Street, Ste.100
Owensboro, Ky 42303
Tel: (270)684-0459
Fax: (270)684-8414

Dow Chemical                  Trade Debt              $1,660,824
100 Larkin Center
Midland, MI 48674
Tel: (517)636-2348
Fax: (517)636-8033

Entergy                       Trade Debt              $1,510,300
John Michelet
639 Loyola Avenue
New Orleans, LA 70113
Tel: (504)576-4000
Fax: (504)576-2509

LTV Steel                     Trade Debt              $1,432,619
Joe Yost
200 Public Square
Cleveland, OH 44114
Tel: (216)622-5754
Fax: (216)622-1977

Multi-Dynamics Group          Trade Debt              $1,318,767
Andre Mendzes
1401 Bricknell Avenue
Suite 1000
Miami FL 33131
Tel: (305)381-6030
Fax: (305)381-9350

Dietrich Industries, Inc.     Trade Debt              $1,079,329
Ed Ponko
500 Grant Street
Suite 2226
Pittsburgh, PA 15219
Tel: (412)281-2805
Fax: (412)281-2965

Bank One Trust Company        Indenture Trustee-      $1,000,000
John Stephens                 Industrial Revenue
Corporate trust Department    Bonds
111 Monument Circle INI-0151
Indianapolis, IN 46277
Tel: (317)756-1320
Fax: (317)592-5060

Clark Steel Framing System    Trade Debt              $1,000,000
Bill Courtney
101 Clark Blvd.
Middletown, OH 45044
Tel: (513)539-2900
Fax: (513)539-2901

Cypress Truck Lines, Inc.     Trade Debt                $951,463
David Penland
1414 Lindrose Street
Jacksonville, FL 32206
Tel: (904)353-8641
Fax: (904)632-0830

Path Truck Lines              Trade Debt                $917,492
Fred Payne
3649 East Lake Road
Dunkirk, NY 14048
Tel: (716)366-6555
Fax: (716)366-0475

Johns Manville                Trade Debt                $877,616
Dudley Culton
PO Box 5108
Denver, CO 80217-5108
Tel: (303)978-5108
Fax: (303)978-3661

USS Posco                     Trade Debt                $866,554
Charles Kearney
900 Loveridge Road
Pitts, CA 94565
Tel: (510)439-6423
Fax: (510)439-6389

OneOK Gas Marketing           Trade Debt                $843,735
Chris Needem
PO Box 2405
Tulsa, OK 74102
Tel: (918)591-5173
Fax: (918)585-9254

California Expanded Metal     Trade Debt                $841,585
Products Co.
Tom Porter
263 Covina Lane
City of Industry, CA 91744
Tel: (818) 369-3564
Fax: (818)330-7598

Umthum Trucking Co.           Trade Debt               $838,642
Tony Russell
PO Box 166
Eagle Grove, IA 50533
Tel: (515)448-4707
Fax: (800)526-6518

Coastal Transport, Inc.       Trade Debt               $829,305
James Conway
PO Drawer 7119
Savannah, GA 31418
Tel: (912)964-8467
Fax: (912)964-2918

Industrial Gas Supply Corp.   Trade Debt               $825,000
Larry Clayton
1111 Louisiana Street
Houston TX 77002
Tel: (713)207-5363
Fax: (713)207-0668

CSR Rinker                    Trade Debt               $767,388
Al Spessard
1501 Belvedere Road
West Plm Beach, FL 33406
Tel: (561)820-8446
Fax: (561)820-8425

Unimast Incorporated          Trade Debt               $750,000
Garen Smith
4825 N. Scott Street
Suite 300
Schiller Park, IL 60176
Tel: (847)928-3400
Fax: (847)928-0471

American Gypsum               Trade Debt               $750,000
Keith Metcalf
PO Box 90820
Albuquerque, NM 87199-0820
Tel: (505)823-2022
Fax: (505)528-0468

Boyd Bros.                    Trade Debt              $745,539
Transportation, Inc.
Steve Colley
3275 Highway 30
Clayton, AL 36016
Tel: (800)338-2693
Fax: (334)1433

BP                            Trade Debt              $738,920
Greg Stockard
550 West Lake Park Blvd.
Houston, TX 77079
Tel: (281)366-4981
Fax: (281)366-4934

Pan Alberta Gas               Trade Debt              $733,788
Cynthia J. Babiy
Suite 600
707 8th Avenue SW
Calgary, Alberta
Canada T2P 3V3
Tel: (403)218-1050
Fax: (403)218-1501

Marino/Ware                   Trade Debt              $726,776
Angelo Gentile
400 Metuchen Road
South Plainfield, NJ 07080
Tel: (908)757-9000
Fax: (908)753-8786

Elk Corporation of America    Trade Debt              $711,839
Donald Garber
14643 Dallas Parkway
Suite 1000
Dallas, TX 75240
Tel: (972)851-0407
Fax: (972)851-0447

United Airlines               Trade Debt              $700,000
Eric Brown
UATP Department
1501 Mittel Blvd.
Wooddale, IL 60191
Tel: (847)700-1801
Fax: (847)700-1780

Schilli Transportation        Trade Debt              $660,423
Services, Inc.
Tom Schilli
1560 Kepner Drive
Lafayette, IN 47905
Tel: (765)448-3400
Fax: (765)448-4888

USG CORP.: Debt Ratings Dive To D After Filing For Bankruptcy
Standard & Poor's lowered its ratings on USG Corp. and its
United States Gypsum Co. subsidiary to 'D' (see list below). The
ratings are removed from CreditWatch where they were placed June
4, 2001.

The rating actions follow USG's announcement that it has
voluntarily filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

The filing is the result of the growing asbestos litigation
costs of the United States Gypsum unit, as well as the recent
bankruptcies of other asbestos defendants, which have increased
the company's asbestos costs to the point that is out of
proportion to its legitimate liability. In particular, United
States Gypsum's asbestos personal injury costs (before
insurance) have risen from $30 million in 1997 to more than $160
million in 2000 and are expected to exceed $275 million in 2001.

USG, with leading market shares in gypsum wallboard, and ceiling
tile and grid, has obtained a commitment for up to $350 million
in debtor-in-possession financing from JP Morgan Chase, Standard
& Poor's said.

Ratings Lowered And Removed From CreditWatch
USG Corp.                                   To            From
    Corporate credit rating                  D             CCC+
    Senior unsecured debt                    D             CCC+
    Senior unsecured bank loan rating        D             CCC+

United States Gypsum Co.
    Corporate credit rating                  D             CCC+
    Senior unsecured debt                    D             CCC+

VICEROY RESOURCE: Secures Forbearance on Corporate Guarantees
Viceroy Resource Corporation and its North American subsidiaries
have entered into a forbearance agreement with N M Rothschild
& Sons (Australia) Limited ("Rothschild Australia") whereby
Rothschild has agreed not to enforce the corporate guarantees
from Viceroy and its North American subsidiaries in favour of
Rothschild Australia. The corporate guarantees are in respect of
amounts owed to Rothschild by Viceroy's Australian subsidiaries
for loan obligations totalling A$8.45 million and additional
hedge exposure to Rothschild Australia in respect of the Bounty
Mine. The agreement requires Rothschild Australia to receive a
total of Cdn.$6,000,000 on normal commercial terms, payable in
installments with the latest payment due not later than June 30,
2002. The payment of the $6,000,000 will be applied towards the
loan obligations owed to Rothschild Australia.

The evaluation of Viceroy's underperforming Bounty Mine in
Australia has resulted in Viceroy's Board of Directors
determining that no further financial support of the operation
be provided without a recapitalization and restructuring of the
operation. The results from the operation in recent months have
not met target and the mine requires significant capital
investment to improve performance. Viceroy previously announced
its intention to sell or joint venture these assets. To effect
an orderly sale or refinancing of the operation, Viceroy's
Australian subsidiaries, Viceroy Australia Pty Ltd. and Bounty
(Victoria) Pty Ltd., have been placed into voluntary
administration. The appointment of a voluntary administrator in
Australia is to provide a moratorium on creditors' claims for a
short period of time in order that a proposal for resolution of
the Australian subsidiaries' financial positions may be effected
in an environment where the business may be continued. Two
partners of a leading Chartered Accounting firm in Perth,
Ferrier Hodgson, have accepted the appointment as voluntary

The major and secured creditor of the Australian subsidiaries is
Rothschild Australia, which has indicated to Viceroy that it
presently supports the placement of the Australian subsidiaries
into voluntary administration although it has until July 4, 2001
to decide whether or not to enforce its security until the end
of the voluntary administration or to exercise its powers to
take possession of the assets. The voluntary administrators have
commenced assessing the financial situation of the Australian
subsidiaries in order to be able to formulate recommendations to
the creditors for their approval. The voluntary administration
process is extremely flexible and there are a number of possible
alternatives available in the circumstances including various
scenarios for the restructuring of the Australian subsidiaries
and their assets and liabilities or their liquidation.

Although Viceroy has determined that it can no longer support
the Australian operations, Viceroy believes that the agreement
with Rothschild Australia will assist in the restructuring and
disposal of the Australian subsidiaries which may take place
through the voluntary administration process while leaving
Viceroy with the ability to pursue new business opportunities.

Viceroy Resource Corporation is a gold producer with operations
in Canada, the United States and Australia. Viceroy shares,
trading under the symbol VOY on the Toronto Stock Exchange, give
investors an opportunity to participate in a leveraged gold play
with an exploration upside.

VILLAGE FARMS: Exits Chapter 11 Bankruptcy
Village Farms, L.P. announced that Judge Ronald King of the
United States Bankruptcy Court, Western District of Texas, San
Antonio Division, confirmed the Chapter 11 Plan of
Reorganization for Village Farms, L.P. on June 20, 2001.

The plan converts roughly $70 million in pre-petition
indebtedness into a new issue of Common Stock. The existing
common stock of EcoScience Corporation's, the former parent
company of Village Farms, is terminated pursuant to the plan.
Village Farms commenced the Chapter 11 case less than three
months ago. "The confirmation of our plan of reorganization
within a three-month period of time is an outstanding
accomplishment," said Michael DeGiglio, President and Chief
Executive Officer of Village Farms. "Our successful financial
reorganization will permit us to focus on customer satisfaction
and better able to provide our customers high quality products
and services "

DeGiglio concluded, "I want to publicly thank the employees of
Village Farms who have demonstrated incredible commitment,
loyalty and fortitude prior to and during this process to the
company and its customers. We are extremely fortunate to have
such an extraordinary team."

Village Farms, L.P. is the leading domestic producer, marketer,
and distributor of high quality greenhouse grown tomatoes and
uses advanced and environmentally sound technology to provide
customers with nutritious, safe, better tasting and more
appealing fresh produce. The Company markets its premium
beefsteak and cluster on-the-vine tomatoes under the Village
Farms(R) and Home Choice(TM) brand names.

To receive additional information on Village Farms, L.P., visit:

WARNACO GROUP: Continue to Honor Prepetition Customer Policies
To maintain good customer relations and preserve their business
operations, The Warnaco Group, Inc. wants the Court to give them
the authority to continue honoring their retail and wholesale
customer accommodation policies.

The Debtors have adopted some practices and policies designed to
foster consumer satisfaction. If they stop keeping these
policies, the Debtors fear it disappoint their customers and
risk surrendering their market share to competitors.

The Debtors are major retailers of men's, women's, and
children's clothes -- operating some 230 outlet and full-price
retail stores. They are also major wholesale suppliers in the
apparel industry. The Debtors' merchandise is distributed to
over 20,000 customers operating over 50,000 department,
specialty, and mass merchandising stores.

At the retail level, the Debtors have maintained return, refund,
gift certificate, and special promotional policies to
accommodate their customers' needs. These policies protect the
customers in the event that the purchased merchandise is not to
their liking for a variety or reasons, including wrong size or
color, or its condition is damaged or defective. The Debtors
make it a point to replace or exchange these unwanted
merchandise, or return the purchase price. Last year, the
average amount of returns at the Debtors' retail stores reached
$450,000 per month. A lot of customers also availed of their
gift certificates. Likewise, the Debtors also award several
special promotional certificates. As of Petition Date, the total
amount of outstanding gift certificates and special promotional
awards reached $30,000.

Like many wholesalers, the Debtors may grant accommodation
returns to their customers. The practice protects customers in
the event that they may purchase merchandise that exceeds their
current inventory plans, or when the merchandise becomes
"stale", "outdated", or "slow moving". The Debtors may accept
returns for a credit at the previously purchased price. Such
policy fosters positive customer relations with repeat wholesale
purchasers and also serves as an effective tool to attract new
wholesale purchasers. The Debtors' annual wholesale return rate
ranges from 2% to 3% of total annual wholesale transactions.
Last year, an average wholesale return was approximately
$5,000,000 per month. The amount might appear significant, but
the Debtors usually attempt to minimize this liability by
reselling the merchandise to other wholesale customers or
through their own outlet stores, and attempt to secure the best
possible resale price.

The Debtors appeal to the Court to approve their request citing
that the continued support and loyalty of their existing
customers are necessary for the success and viability of the
Debtors' business and reorganization efforts. (Warnaco
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

WASTEMASTERS: Changes State Of Incorporation To Delaware
On June 20, 2001, WasteMasters, Inc. merged with and into
WasteMasters, Inc., a Delaware corporation, which was the
survivor in the merger. WMI Delaware was a wholly-owned
subsidiary of the Company prior to the merger. The merger was
effected for the purpose of changing the Company's state of
incorporation from Maryland to Delaware. The merger was effected
without shareholder approval of either the Company or WMI
Delaware pursuant to Section 253(a) of the General Corporation
Law of the State of Delaware and Section 3-106(c) of the
Maryland Corporation Law.

Prior to the merger, the Company was authorized to issue
500,000,000 shares of capital stock, consisting of 495,000,000
shares of common stock, par value $0.01 per share, and 5,000,000
shares of preferred stock, par value $0.01 per share, all of
which was outstanding in the form of the Company's Series A
Preferred Stock. Prior to the merger, WMI Delaware was
authorized to issue 300,000,000 shares of capital stock,
consisting of 295,000,000 shares of common stock, par value
$0.001 per share, and 5,000,000 shares of preferred stock, par
value $0.001 per share. Except for the par value per share, the
common stock and Series A Preferred Stock of the Company has
identical rights, terms and privileges as the common stock and
Series A Preferred Stock of WMI Delaware.

Under the merger, on the effective date of the merger:

      -- each share of common stock of the Company is entitled to
         receive one share of common stock of WMI Delaware,

      -- each share of Series A Preferred Stock of the Company is
         entitled to receive one share of Series A Preferred
         Stock of the WMI Delaware;

      -- each option, warrant or other instrument convertible or
         exchangeable into shares of common stock or preferred
         stock of the Company is automatically convertible into
         an equivalent number shares of common stock or preferred
         stock of WMI Delaware.

The effective date of the merger was June 20, 2001. All of the
outstanding certificates of the Company, representing shares of
stock of the Company, will be deemed evidence of ownership and
to represent the shares of WMI Delaware into which the shares of
stock of the Company have been converted and registered on the
books and records of WMI Delaware and its transfer agent. The
registered owner of any such outstanding certificate shall,
until such certificate is surrendered for transfer or otherwise
accounted for to WMI Delaware or its transfer agent, have and be
entitled to exercise any voting and other rights with respect
to, and to receive any dividends and other distributions upon,
the shares of stock of WMI Delaware evidenced by the outstanding

The Company decided to change its state of incorporation to
Delaware because the Company believed that incorporation in
Delaware would enhance the Company's efforts to attract
investors and restructure or settle its liabilities.

WESTPOINT STEVENS: Fitch Cuts Senior Note Rating To CCC- From B-
Fitch has downgraded its rating of WestPoint Stevens' $1 billion
of senior notes to 'CCC-' from 'B-' reflecting a severely
weakened liquidity position, difficult retail environment and
high financial leverage. The rating also recognizes the notes'
subordinated position to a secured bank credit facility.

The Rating Outlook remains Negative given concerns surrounding
the company's ability to continue to finance its operations and
remain in compliance with its bank credit facility.

WestPoint drew on its bank line to make a $39.4 million interest
payment on June 15, 2001. There was $98 million available on the
revolver as of May 4, 2001, and the revolving commitment
declines by $25 million on Aug. 1, 2001, followed by another $25
decline on Nov. 1, 2001. These reductions will further constrain
the company's financial flexibility.

There is continuing uncertainty as to the company's ability to
remain in compliance with its bank leverage covenant. Total
debt/EBITDA of 6 times (x) at March 31, 2001, compared with a
maximum of 6.25x per the company's bank agreement. Permitted
leverage increases to 6.75x at June 30, 2001, to allow for
seasonal inventory build-up, including the launch of the Disney
Home and expanded Ralph Lauren Home Collection licenses.
Permitted leverage declines to 6.35x at Sept. 30, 2001 and 5.5x
at year-end. Meeting these covenant levels will be challenging
for the company as sluggish sales and high fixed costs continue
to limit margins and cash flow. However, the banks have worked
with the company in the past, and may continue to do so.

WestPoint Stevens is a leading player in the domestic bed linen
and bath towel markets. Its key brands include its flagship
Martex as well as Ralph Lauren, which it licenses. The company
also has a chain of 57 retail outlet stores.

WINSTAR COMM.: Asks For Emergency Loan Under An Amended DIP Pact
Winstar Communications, Inc. has almost depleted the $75,000,000
that was currently available under the Post-Petition Credit
Agreement.  The Post-Petition Agents are still in the process of
soliciting additional commitments under the Amended and Restated
Post-Petition Credit Agreement.  No such commitments have yet
been obtained.

By motion, the Debtors ask Judge Farnan for authority to obtain
emergency post-petition loans under the Amended and Restated
Post-Petition Credit Agreement up to a maximum of $125,000,000
pending the final hearing on the motion.  In effect, the Debtors
are asking for an amendment of their Post-Petition Credit
Agreement, notwithstanding that in a previous order, Judge
Farnan ruled, the Debtors need not obtain further court approval
to increase the total commitment up to $300,000,000 or to
otherwise amend or modify the Post-Petition Credit Agreement,
unless, among other things, the modification "imposes any
additional material burden on the Debtors".  In this case, the
Debtors are seeking the court's approval because they cannot
conclude without doubt that the Amended and Restated Post-
Petition Credit Agreement does not impose any additional
material burden on the Debtors or their estates.  At the same
time, the Post-Petition Lenders also require the court's
approval of the Amended and Restated Post-Petition Credit
Agreement before they will release the money to the Debtors.

As previously reported, the Debtors sought and obtained
authorization to borrow up to $300,000,000 under the post-
petition credit agreement. The Court had also authorized WCI
Capital Corporation, as borrower, to borrow and the other
Debtors, as guarantors, to guaranty up to $75,000,000 under the
post-petition credit agreement and the other post-petition
financing documents.

The Debtors must have additional financing because, at the
moment, they don't have the enough money to continue their
operations.  If the request sought will not be granted soon, the
Debtors fear they might run out of cash in a matter of days.
The total commitment under the Amended and Restated Post-
Petition Credit Agreement will also be up to $300,000,000.

But before they can increase the total commitments above
$75,000,000, the Debtors have to satisfy some conditions under
the Post-Petition Credit Agreement.  These conditions include
the participation of one or more Post-Petition Lenders in the
Commitment Increase, the consent of the Initial Lenders to the
Commitment Increase and the amendment of covenants relating to
operating leases, sale/leaseback transactions and the amendment
of financial and other covenants.

The significant differences between the Post-Petition Credit
Agreement and the Amended and Restated Post-Petition Credit
Agreement are:

       (A) Term Loan Facility
           Under the Amended and Restated Post-Petition Credit
Agreement, the Total Commitment would be available to the
Borrowers in two facilities: a revolving facility and a term
loan facility, whereas the Post-Petition Credit Agreement
consists of only one revolving credit facility.  In the Term
Loan Facility, the Term Loan Lenders would fund the entire
amount of their Term Loan Commitments of the effective date of
the Amended and Restated Post-Petition Credit Agreement into a
Term Loan Funding Account.  WCI will be able to borrow from the
Term Loan Funding Account on a revolving basis, subject to
certain limitations on availability.  The Term Loan Lenders
would be on a proportional basis with the Revolving Loans in
accordance with the Lenders' respective Commitments.  The total
amount of the Term Loan, which is to be fully funded on the
effective date, will begin to accumulate interest on the
effective date.  But the Debtors' borrowings under that facility
are subject to limits under the monthly credit availability.
However, any interest earned from the investment of funds in the
Term Loan Funding Account is for the Debtors' benefit and will
be applied to pay interest on Term Loans.

       (B) Monthly Credit Availability
           Borrowings under the Amended and Restated Post-
Petition Credit Agreement will be limited to maximum borrowings
each month.  WCI will not be permitted to borrow, during any
calendar month, any amount in excess of the sum of the monthly
credit availability for such month. The Debtors believe that
each month's Monthly Credit Availability includes a sufficient
cushion should their actual cash needs exceed their projected
needs for such month.  Accordingly, the Debtors will have ample
liquidity notwithstanding this borrowing limitation.

       (C) Application of Asset Sale Proceeds
           Certain covenants in the amended and restated Post-
Petition Credit Agreement are based on the classification of the
Debtors' businesses into three segments:

            (i) The Core Segment, which consist of the Network
Channel, Premier National Accounts, Government Business and Web

            (ii) The ENS Segment, which consists of assets
comprising enhanced network services relating to the sale, lease
and other disposition of excess wireless capacity and excess
inventory, property, plant, equipment and other assets of the
Loan Parties; and

            (iii) The Non-Core Segments, which consists of assets
of the Loan parties other than those assets comprising the Core
Segment or the ENS Segment, which are related to the
discontinued businesses, including but not limited to the
disposition of any other assets.

       Based on these Segments, there are certain mandatory pre-
payments and commitment reductions, which must be made when the
Debtors receive the net proceeds of asset sales:

            * 75% of Net Available Cash from ENS Segment sales in
excess of the aggregate amount of ENS Sales anticipated in the
Business Plan will be applied to the outstanding aggregate
amount of the Loans and permanently reduce the commitments.

            * 100% of all Net Available Cash of:

                 (i) Any disposition of assets not in the
ordinary course, excluding sales of Non-Core Segment assets or
the frame relay business and the ENS Segment assets, and

                 (ii) Any Non-Core Sales to the extent the Net
Available Cash exceeds the aggregate amount anticipated for such
sales in the Business Plan will be applied to the outstanding
aggregate amount of the Loans and permanently reduce the

       (D) Chief Restructuring Officer
           As a condition precedent to closing, the Amended and
Restated Post-Petition Credit Agreement requires Winstar to
appoint a Chief Restructuring Officer acceptable to majority of
the Post-Petition Lenders.  The Chief Restructuring Officer will
report directly to the board of directors of Winstar.  The
duties of the Chief Restructuring Officer will include, but not
limited to: approving the existing Business Plan, or in the
alternative, creating an alternative business plan acceptable to
the Required Lenders within 90 days after the effective date.
The Chief Restructuring Officer will also be responsible for
reviewing and assessing the operations of the Debtors, their
SG&A Expenditures and the appropriateness of their cost
structure.  The Post-Petition Lenders insisted on the
appointment of the Chief Restructuring Officer, which they
viewed as common in bankruptcy cases similar to the Debtors' and
prudent due to the lack of restructuring experience of the
Debtors' senior management.

       (E) Financial Covenants and Financial Reporting
           The Amended and Restated Post-Petition Credit
Agreement contains financial covenants specifically related to
each of the Core Segment and ENS Segment, as well as covenants
applicable to all Segments.  The financial covenants applicable
to the Core Segment include maintenance of minimum monthly and
cumulative EBITDA, a minimum monthly and cumulative Revenues and
minimum monthly and cumulative On- Net Revenues, and a
requirement that at least 92.5% of the gross line additions
should be on-net.  The financial covenants applicable to the
ENS Segment include minimum cumulative ENS Sales (measured
monthly) and the minimum cumulative ENS Cash Contribution
(measured monthly).  The Amended and Restated Post-Petition
Credit Agreement also requires the Debtors to provide the Post-
Petition Lenders with additional financial reporting.  The
Debtors must provide, among other things, a weekly flash report
and monthly, quarterly and annual financial information on the
Debtors' businesses as a whole and by Segment.

Other differences between the Post-Petition Credit Agreement and
the amended and Restated Post-Petition Credit Agreement include:

       * The amount of the Permitted Pre-Petition Claims, which
         the Debtors may pay, has been increased from $45,000,000
         to $50,000,000.

       * In addition to any required Court approvals:

            (1) Any sale or disposition of assets not in the
                ordinary course of the Debtors' business (other
                than any assets or Capital Stock of any Non-
                Filing Domestic Subsidiary) in an amount over
                $2,000,000 or

            (2) Any Non-Core Sale in excess of $2,000,000 and any
                ENS Sale in excess of $20,000,000 shall require
                the prior written consent of the Required

In sum, the Debtors believe that the terms and conditions of the
Amended and Restated Post-Petition Credit Agreement are fair and
reasonable since it was negotiated with the Post-Petition
Lenders in good faith and on an arms-length basis.  The
financing contemplated will clearly benefit the Debtors because,
if this motion is granted, they will be able to pay key vendors
and service providers for goods and services rendered, pay their
employees, and operate their business in order to preserve the
ongoing value of their assets and enterprise. In addition, the
availability of credit and the use of the cash collateral will
give the Debtors' vendors, suppliers, and service providers the
necessary confidence to maintain their relationships with the
Debtors.  It will also promote the Debtors' successful
reorganization. (Winstar Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

ZONIC CORPORATION: Files For Chapter 11 Protection In S.D. Ohio
Zonic Corporation (OTC Bulletin Board: ZNIC) announced that it
had requested debtor relief under Chapter 11 of the US
Bankruptcy Code on June 22, 2001. The filing was entered as case
number 01-14616 in the US Bankruptcy Court, Southern District of

The Company had suspended operations and discharged its
employees on June 1, 2001. Since that time, the officers of the
company has sought buyers for the Company's assets and business.
The Company also announced that it had reached preliminary
agreement with a potential buyer after contacting several
interested parties. The sale is subject to several conditions of
the buyer, and approval by the Bankruptcy Court and the
Company's secured creditor.

James B. Webb, President and CEO, said the filing was necessary
at this time to preserve the assets for the sale. "The value of
Zonic lies in its intangible assets." Webb said, "The name,
reputation, and customer base degrade every day we cannot serve
the market. We moved quickly to locate a buyer and believe we
have the best deal available." He said that the Company's
landlord, Duke-weeks, had served eviction notice and the Company
could not reach agreement with the landlord to continue to
occupy the facility while the affairs of the business are

Webb said that the proceeds of the sale, if consummated, will
not be sufficient to satisfy the secured debt of the Company and
that no funds will be available for either unsecured creditors
or shareholders.

ZONIC CORPORATION: Chapter 11 Case Summary
Debtor: Zonic Corporation
         Park 50 Technecenter
         50 West Technecenter Drive
         Milford, OH 45150

Chapter 11 Petition Date: June 22, 2001

Court: Southern District of Ohio (Cincinnati)

Bankruptcy Case No.: 01-14616

Judge: J. Vincent Aug, Jr.

Debtor's Counsel: Thomas W. Coffey, Esq.
                   537 East Pete Rose Way
                   Suite 400
                   Cincinnati, OH 45202

* Meetings, Conferences and Seminars
June 28-July 1, 2001
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact: 770-535-7722 or

June 28-July 1, 2001
    American Bankruptcy Institute
       Hawaii CLE Program
          Outrigger Wailea Resort, Maui, Hawaii
             Contact: 1-703-739-0800 or

June 30 through July 5, 2001
    National Association of Chapter 13 Trustees
       Annual Seminar
          Marriott Hotel and Marina, San Diego, California
             Contact: 1-800-445-8629 or

July 12-15, 2001
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
           Stoweflake Resort, Stowe, Vermont
             Contact: 1-703-739-0800 or

July 17-20, 2001
    INSOL International
       6th World Congress
          London, England
             Contact: or

July 19, 2001
    International Women's Insolvency and Restructuring
    Confederation (IWIRC)
       Latest Events in Chapter 11 Practice
          The Princeton Club, New York, NY
             Contact: 212-481-4369

July 25, 2001
    Practising Law Institute (PLI)
       How to Handle Consumer Bankruptcy Cases:
       A Practical Step-by-Step Guide
          Practising Law Institute (PLI), 810 Seventh Avenue,
          New York, New York
             Contact: 1-800-260-4PLI or

July 26-28, 2001
       Chapter 11 Business Reorganizations
          Hotel Loretto, Santa Fe, New Mexico
             Contact: 1-800-CLE-NEWS or

August 1-4, 2001
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          The Ritz-Carlton, Amelia Island, Florida
             Contact: 1-703-739-0800 or

August 10-11, 2001
    Association of Insolvency and Restructuring Advisors
       Distressed M&A Conference
          Ocean Place Conference Resort, Long Branch, New Jersey

September 6-9, 2001
    American Bankruptcy Institute
       Southwest Bankruptcy Conference
          The Four Seasons Hotel, Las Vegas, Nevada
             Contact: 1-703-739-0800 or

September 7-11, 2001
    National Association of Bankruptcy Trustees
       Annual Conference
          Sanibel Harbor Resort, Ft. Myers, Florida
             Contact: 1-800-445-8629 or

September 10-11, 2001
       Fourth Annual Conference on Corporate Reorganizations
          The Knickerbocker Hotel, Chicago, IL
             Contact 1-903-592-5169 or

September 13-14, 2001
       Corporate Mergers and Acquisitions
          Washington Monarch, Washington, D. C.
             Contact:  1-800-CLE-NEWS or

September 14-15, 2001
    American Bankruptcy Institute
       ABI/Georgetown Program "Views from the Bench"
          Georgetown University Law Center, Washington, D.C.
             Contact: 1-703-739-0800 or

October 3-6, 2001
    American Bankruptcy Institute
       Litigation Skills Symposium
          Emory University School of Law, Atlanta, Georgia
             Contact: 1-703-739-0800 or

October 12-16, 2001
       2001 Annual Conference
          The Breakers, Palm Beach, FL
             Contact: 312-822-9700 or

October 16-17, 2001
    International Women's Insolvency and Restructuring
    Confederation (IWIRC)
       Annual Fall Conference
          Somewhere in Orlando, Florida
             Contact: 703-449-1316 or

October 28 - November 2, 2001
    IBA Business Law International Conference
    Including Insolvency and Creditors Rights Sessions
       Cancun, Mexico
          Contact: +44 (0) 20 7629 1206

November 26-27, 2001
       Seventh Annual Conference on Distressed Investing
          The Plaza Hotel, New York City
             Contact 1-903-592-5169 or

November 29-December 1, 2001
    American Bankruptcy Institute
       Winter Leadership Conference
          La Costa Resort & Spa, Carlsbad, California
             Contact: 1-703-739-0800 or

January 31 - February 2, 2002
    American Bankruptcy Institute
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, Colorado
             Contact: 1-703-739-0800 or

January 11-16, 2002
    Law Education Institute, Inc
       National CLE Conference(R) - Bankruptcy Law
          Steamboat Grand Resort, Steamboat Springs, Colorado
             Contact: 1-800-926-5895 or

February 28-March 1, 2002
       Corporate Mergers and Acquisitions
          Renaissance Stanford Court, San Francisco, California
             Contact: 1-800-CLE-NEWS or

March 3-6, 2002 (tentative)
       Norton Bankruptcy Litigation Institute I
          Park City Marriott Hotel, Park City, Utah
             Contact:  770-535-7722 or

March 15, 2002 (Tentative)
    American Bankruptcy Institute
       Bankruptcy Battleground West
          Century Plaza Hotel, Los Angeles, California
             Contact: 1-703-739-0800 or

April 10-13, 2002 (tentative)
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton, Las Vegas, Nevada
             Contact:  770-535-7722 or

April 18-21, 2002
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or

May 13, 2002 (Tentative)
    American Bankruptcy Institute
       New York City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 or

June 6-9, 2002
    American Bankruptcy Institute
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, Michigan
             Contact: 1-703-739-0800 or

June 27-30, 2002
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact: 770-535-7722 or

June __, 2002
    American Bankruptcy Institute
       Delaware Bankruptcy Conference
          Hotel Dupont, Wilmington, Delaware
             Contact: 1-703-739-0800 or

October 9-11, 2002
    INSOL International
       Annual Regional Conference
          Beijing, China
             Contact: or

December 5-8, 2002
    American Bankruptcy Institute
       Winter Leadership Conference
          The Westin, La Plaoma, Tucson, Arizona
             Contact: 1-703-739-0800 or

April 10-13, 2003
    American Bankruptcy Institute
       Annual Spring Meeting
          Grand Hyatt, Washington, D.C.
             Contact: 1-703-739-0800 or

December 5-8, 2003
    American Bankruptcy Institute
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or

April 15-18, 2004
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to are encouraged.


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

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 Go 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.

                      *** End of Transmission ***