TCR_Public/010719.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 19, 2001, Vol. 5, No. 140


360NETWORKS INC.: Has Until November 12 To File Schedules
ACCESS WORLDWIDE: Now Trades On OTCBB After Nasdaq Delisting
AKORN INC.: Obtains Debt Forbearance from Senior Lenders
AMF BOWLING: Honoring Prepetition Employee Obligations
CAMMELL LAIRD: S&P Withdraws All D Ratings

COMDISCO: Court Grants Interim Approval Of $600 Million DIP Loan
CORAM HEALTHCARE: Moves To Extend Exclusive Period To Sept. 11
CTA INDUSTRIES: Ad Hoc Lenders' Committee Hires Goldin
EASYRIDERS: Files Chapter 11 Petition in C.D. California
EYECAST: Taps Bid4Assets & Rasmus To Handle Asset Disposition

FLEXPOINT SENSOR: Files For Bankruptcy Protection in Utah
FLEXPOINT SENSOR: Case Summary & 19 Largest Unsecured Creditors
FRUIT OF THE LOOM: Rejecting Princeton & Inacom Lease Agreements
GUARDIAN TECHNOLOGIES: Securities Subject to Nasdaq Delisting
HARNISCHFEGER: Resolves Claims Dispute With Gelco Corporation

LAIDLAW INC.: Trustee Reschedules Creditors' Meeting To August 7
LOEWEN: Blackstone Settlement Agreement Under 3rd Amended Plan
LTV CORPORATION: Assumes Gas Sales Agreement With Duke Energy
MARINER POST-ACUTE: Moves To Amend APS Pharmacy Contracts
MEDIAPLEX INC.: Nasdaq Notifies Of Potential Delisting

ML CBO: Moody's Lowers Ratings On Three Classes of Notes
MONET GROUP: Judge To Approve Disclosure Statement
NETCURRENTS INC.: Nasdaq Delists Securities From Trading
NEWCARE: Examiner & Committee Withdraw Disclosure Statement
ONSITE ACCESS: eLink Communications Wins Bid For Primary Assets

OWENS CORNING: Expands DOE Energy Savers Partnership Program
PACIFIC GAS: Assumes Waukesha Electric Transformer Contracts
PETRO STOPPING: S&P Downgrades Credit Ratings To Low-B's
PLANET POLYMER: Shares Knocked Off Nasdaq
POLAROID CORPORATION: S&P Further Cuts Debt Ratings To D

POLAROID: Fitch Drops Senior Unsecured Debt Rating to D From C
PSINET INC.: Court Approves Employee Retention Program
ROWE COMPANIES: Stung by Homelife, Revises 2Q Operating Results
SAFETY-KLEEN: Sells Charlotte Property To 220 Pennsylvania
SERVICE MERCHANDISE: Karen Earsing Moves To Lift Automatic Stay

SOURCE MEDIA: Suspends Preferred Stock Dividend Payment
STERLING CHEMICALS: Chapter 11 Case Summary
SUNBEAM CORP.: Plan Confirmation Hearing Postponed To Sept. 10
TELESYSTEM: Moody's Cuts Senior Discount Notes' Rating to Ca
TREND-LINES INC.: BofA Moves To Convert Case To Chapter 7

USG CORP.: Seeks Authority To Pay Prepetition Trust Fund Taxes
VLASIC FOODS: Abraham Little Asks For Relief From Automatic Stay
WARNACO GROUP: Court Okays Professional Compensation Procedures
WHEELING-PITTSBURGH: Enters Into Lease With Maxim Crane Works
WILLIS LEASE: Hickerson Replaces Moffitt As CNF Board Chairman

WINSTAR: Cable & Wireless USA Wants To End "Peering" Arrangement


360NETWORKS INC.: Has Until November 12 To File Schedules
The automatic 15-day period provided under Rule 1007 of the
Federal Rules of Bankruptcy Procedure for debtors to file their
schedules of assets and liabilities, list of equity security
holders, schedule of executory contracts and unexpired leases,
and statements of financial affairs is too short, 360networks
inc.'s Chief Financial Officer, Vanessa A. Wittman, tells Judge

Ms. Wittman explains that the Debtors maintain voluminous books
and records and a complex accounting system in the conduct and
operation of their businesses. Ms. Wittman informs Judge Gropper
that they need more time to bring their books and records up to
date and collate the data needed for the preparation and filing
of the schedules. The Debtors estimate that an extension of 120
days would provide sufficient time for them to prepare and file
the schedules.

Finding merit in the Debtors' arguments, Judge Gropper granted
their motion, which means the Debtors now have until November
12, 2001, to submit the required document. Judge Gropper
clarifies that the order is entered without prejudice to the
Debtors' right to seek further extensions from the court. (360
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ACCESS WORLDWIDE: Now Trades On OTCBB After Nasdaq Delisting
Access Worldwide Communications, Inc. (Nasdaq: AWWC), a leading
marketing services company, reported a move of the Company's
common stock from trading on The Nasdaq SmallCap Market to
trading on the Over the Counter Bulletin Board. The move was
effective when the markets opened on July 17. The Company's
stock symbol remains as AWWC.

Previously, the Company had been notified by Nasdaq that its
stock was subject to delisting for failure to maintain a minimum
bid price of $1.00 for 30 consecutive days, as required by The
Nasdaq SmallCap Market under Marketplace Rule 4310(c)(4).
Initially, the Company intended to appeal the delisting, however
on July 13, the Board of Directors determined that it was in the
best interest of the Company to withdraw the appeal and promptly
move the stock to the OTC Bulletin Board.

"The Board of Directors explored all avenues for the Company's
stock and shareholders, including listings on several markets
and the possibility of a reverse stock split. But after much
research and with input from Nasdaq officials and our legal
counsel, our Board believes that the Over the Counter Bulletin
Board is the appropriate market for our stock at this time,"
remarked Michael Dinkins, Chairman and Chief Executive Officer
of Access Worldwide.

Shareholders do not need to have new stock certificates issued.
Existing shares can be traded through all the same methods as
when the stock was listed on the SmallCap Market, except that
brokers and dealers executing such trades will be subject to the
"penny stock" rules of Section 15(g) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations
promulgated thereunder. Also, the Company's move from The Nasdaq
SmallCap Market to the OTC Bulletin Board may have an adverse
impact on the market price and liquidity of the Company's common

Founded in 1983, Access Worldwide provides a variety of sales,
marketing, Internet and education services to more than 100
clients. Among other things, the Company reaches physicians,
pharmacists and patients on behalf of pharmaceutical clients,
educating them on new drugs, prescribing indications, medical
procedures and disease management programs. The Company's
services include medical education, product stocking, database
management, teleservices and sample and literature fulfillment.
For clients in the telecommunications, insurance, financial
services and consumer products industries, Access Worldwide
reaches the growing multicultural markets with multilingual
telemarketing, strategic planning and market research services.
Access Worldwide is headquartered in Boca Raton, Florida and has
over 1,300 employees in offices throughout the United States.

AKORN INC.: Obtains Debt Forbearance from Senior Lenders
Akorn, Inc. (Nasdaq: AKRN) has entered into a Forbearance
Agreement with its senior lenders under which the lenders have
agreed to forbear from taking action against the Company to
enforce their rights under the existing Amended and Restated
Credit Agreement until January 2, 2002. For its part, the
Company acknowledged the existence of certain events of default
and agreed to comply with various additional or revised
financial covenants.

Among the covenants imposed by the Forbearance Agreement was the
completion of the subordinated debt financing by Dr. John N.
Kapoor, the Company's chairman and interim chief executive
officer, which the Company had previously announced. In a
separate agreement, the Company and an entity controlled by Dr.
Kapoor agreed to provide five million dollars of subordinated
debt in two tranches: a three million loan, proceeds of which
were provided to the Company upon execution of the agreement;
and a two million dollar loan which will be provided on or
before August 16, 2001, upon the satisfaction of various
conditions, which the Company expects to meet. In May 2001, the
Company announced Dr. Kapoor's decision to defer funding of
three million of subordinated debt pending resolution of various
issues with the Company's senior lenders.

Antonio Pera, Akorn's president and chief operating officer,
stated, "This successful debt financing was achieved on the
basis of Dr. Kapoor's firm belief in the Company's potential.
Furthermore, the bank forbearance and the additional debt
financing provides the Company with time and liquidity to
execute its near-term business initiatives."

Under the terms agreed to between the Company and Dr. Kapoor,
the subordinated debt will bear interest at prime plus 3%, which
is the rate paid on the Company's senior debt. However, interest
will be accrued and not paid in accordance with the terms agreed
to by Dr. Kapoor and the Company's senior lenders. At Dr.
Kapoor's option, all of the subordinated debt, and the interest
on the second tranche, may be converted into common shares of
the Company at any time within five years of the funding of each
portion of the subordinated debt. With respect to the first
tranche, the subordinated debt is convertible, at Dr. Kapoor's
option into shares of the Company's common stock at a conversion
price of $2.28. This represents the closing price of the common
stock on April 17, 2001, the day on which Dr. Kapoor committed
to provide three million of subordinated debt. The second
tranche has a $1.80 conversion price, which was the closing
price of the Company's common stock on May 25, 2001, the day on
which Dr. Kapoor offered to provide an additional two million
dollars of subordinated debt. In addition, with respect to the
first tranche, Dr. Kapoor will receive warrants allowing him to
purchase 1,000,000 shares of the Company's common stock at a 25%
premium over the April 17, 2001 closing stock price. With
respect to the second tranche, Dr. Kapoor will receive warrants
allowing him to purchase 667,000 shares of the Company's common
stock at a 25% premium over the May 25, 2001 closing stock

Akorn, Inc. manufactures and markets diagnostic and therapeutic
pharmaceuticals in specialty areas such as ophthalmology,
rheumatology, anesthesia and antidotes, among others. The
Company also markets ophthalmic surgical instruments and related
products, and its customers include physicians, optometrists,
wholesalers, group purchasing organizations and other
pharmaceutical companies.

AMF BOWLING: Honoring Prepetition Employee Obligations
AMF Bowling Worldwide, Inc. employs approximately 15,020
full-time and part-time personnel in their ongoing, worldwide
operations. To minimize the personal hardship that their
employees will suffer if employee-related obligations are not
paid and to maintain employee morale for the Debtors' current
employees which is critical to the Debtors' reorganization
efforts, the Debtors seek authority to honor in the ordinary
course and pay their prepetition employee obligations:

A.  Wages, Salaries and Other Compensation

      Prior to the Petition Date and in the ordinary course of
their businesses, the Debtors paid their employees wages,
salaries and other compensation and benefits from certain
payroll and expense reimbursement accounts.  Stephen E. Hare,
the Debtors' Chief Financial Officer, summarizes the Debtors'
workforce and payroll process for the Court:

       (i) Senior Managers

            As of the Petition Date, the Debtors employed 21
Senior Managers. For purposes of this motion only, Senior
Managers are those employees earning an annual salary of
$125,000 or more. The annual salary for Roland Smith, the
Debtors' President and Chief Executive Officer, is $630,000
(excluding benefits and incentive compensation). The annual
salary for Stephen Hare, the Debtors' Executive Vice President
and Chief Financial Officer, is $394,450 (excluding benefits and
incentive compensation). The average annual salary for the
remaining Senior Managers is approximately $167,125 (excluding
benefits and incentive compensation).

       (ii) Salaried Employees

            As of the Petition Date, the Debtors employed
approximately 1,050 "Salaried Employees" (exclusive of Senior
Managers) who accounted for approximately 7% of the Debtors'
aggregate work force, including, among others, accountants,
center managers, technicians and corporate managers. The average
annual salary of Salaried Employees is approximately $42,190
(excluding benefits and incentive compensation).

       (iii) Hourly Employees

            As of the Petition Date, the Debtors employed
approximately 13,815 "Hourly Employees" who account for
approximately 92% of the Debtors' aggregate work force. Hourly
Employees include, among others, food and beverage counter
attendants, bartenders, hostesses, bowling center
administrators, cooks, control counter attendants, mechanics,
janitors, lane attendants and manufacturing employees.  The
average annual salary (excluding benefits and incentive
compensation) of Hourly Employees is approximately $20,140 for
full-time employees and $8,790 for part-time employees.

       (iv) Commission Employees

            As of the Petition Date, the Debtors employed
approximately 17 employees who make commissions on sales. These
employees accounted for approximately less than 1% of the
Debtors' aggregate work force and include, among others, sales
representatives.  Commissions accrue and are generally paid in
arrears on a monthly basis. The Debtors estimate that they owe
approximately $56,510 in commissions, before taxes, as of the
Petition Date.

       (v) Union Employees

            As of the Petition Date, approximately 125 of the
Debtors' employees were affiliated with a union.  Such employees
accounted for less than 1% of the Debtors' aggregate work force.
Union Employees are represented by either (a) Local 2 United
Construction Trades & Industrial Employees International Union
AFLCIO, (b) Hotel and Restaurant Employees International Union,
AFL-CIO Locals 11, 19, 30, 531, 681, 814, (c) Local 575,
Automatic Sales, Servicemen and Allied Service Workers, (d)
Service Employees International Union AFL-CIO Local 49, 50, 74
and 96 or (e) Service Employees International Union, AFL-CIO
Local 1877. The Debtors estimate that as of the Petition Date,
approximately $20,140 in contributions was accrued and unpaid in
respect of the Union Employees.

       (vi) Independent Contractors

            As of the Petition Date, the Debtors employed
approximately six independent contractors. The Debtors employ
one Independent Contractor in their tax, marketing and legal
departments, respectively. The remaining three Independent
Contractors work in the Debtors' information technology
department.  The Independent Contractors' compensation varies
according to the terms of each Independent Contractor's
agreement with the Debtors. The Debtors estimate that as of the
Petition Date an aggregate of $16,250 was owed to the
Independent Contractors for prepetition services.

B.  Reimbursable Business Expenses

      Prior to the Petition Date and in the ordinary course of
their businesses, the Debtors reimbursed employees for certain
business expenses that were incurred in the scope of their
employment. The Debtors estimate that, as of the Petition Date,
they owed an aggregate amount of approximately $360,000 to
approximately 255 employees who had incurred business related
expenses (e.g., travel expenses, business meals, car allowances
and rentals, etc.).   All of the Reimbursable Expenses were
incurred on the Debtors' behalf in connection with employment by
the Debtors and in reliance upon the understanding that such
expenses would be reimbursed.  In many cases, the employees who
sell bowling products internationally or supervise operations of
geographically diverse bowling centers have incurred substantial
expenses for airline travel and other expenses associated with
extended business trips. As a matter of policy, in order to be
paid for Reimbursable Expenses, an employee must submit receipts
for such expenses and have an expense report approved in
writing by his/her supervisor. The Debtors estimate that no one
employee is owed more than $20,000 for Reimbursable Expenses.

C.  Employee Benefits

      In the ordinary course of their businesses, and as is
customary with most large companies, the Debtors have
established various employee benefit plans and policies for the
benefit of their employees that provide such persons with
medical, prescription, dental, short and long-term disability,
workers compensation, life insurance, dependent life insurance,
flexible spending programs for medical and dependent care,
employee savings, vacation days, personal leave, holiday pay, an
employee assistance program, employee discounts, an employee
purchase program, employee referral programs and other similar

       (i) Employee Health Insurance Plans

            An important element of the Employee Benefits is the
medical, dental and prescription insurance, which the Debtors
provide through self-insured plans, involving contractual
relationships with exclusive provider organizations and
preferred provider organizations.

            Typically, under the Self-Insured Health Plan, after
a claim has been filed with a plan administrator and processed,
the Debtors, through the Plan Administrator, either (a)
reimburse the employee for the cost of the Health Benefits
services, or (b) pay the Health Benefits provider for services
rendered to the employee. In addition, the Debtors pay
administrative fees to the Plan Administrator for administering
the plans as well as premiums for their "stop loss" policies.
Generally, the process from the time an employee has received
medical care (and then files a claim with the Plan
Administrator) through the time when payments are made on such
claim either to the service provider or the employee, on
average, takes approximately 90 days, with some claims taking a
substantially longer period of time.

            The Debtors' self-insured dental and prescription
plans result in approximately $21,000 of claims per week,
respectively, being charged to the Debtors. The Debtors' self-
insured EPO and PPO medical plans result in approximately
$121,000 per week of claims and $484,000 per month of claims,
respectively, being charged to the Debtors. As of the Petition
Date, the Debtors estimate that the aggregate amount of Pipeline
Claims and administrative fees due and owing for the prepetition
period is approximately $1,100,000. Like Unpaid Compensation,
employees and their families rely on the Debtors to provide
continuing health care. Any failure to pay these amounts would
be injurious to employee welfare, morale and expectations.

       (ii) Employee Life Insurance/Accidental Death &
            Dismemberment/Short-Term and Long Term Disability

            The Debtors provide their full-time employees and
eligible dependents with premium-based group term life, short-
term disability and long-term disability and accidental
death & dismemberment insurance. The basic benefit for the life
insurance policy equals two times an employee's annual salary
with a maximum benefit of $50,000. The basic benefit for the
short-term disability policy equals 50% of base salary, up to
six months, for time lost due to non-occupational medical
reasons. The basic benefit for the long-term disability policy
equals 60% of earnings after six months of continuous absence
due to permanent and total disability. The basic benefit for the
AD&D insurance policy equals two times an employee's annual
salary with a maximum benefit of $50,000. In an average month,
the Debtors pay approximately $16,445 on account of life
insurance premiums, $4,185 on account of short-term disability
premiums, $15,500 on account of long term disability premiums,
$2,420 on account of AD&D insurance premiums and $400 on account
of travel accident insurance premiums.  The Debtors pay all
monthly premiums one month in arrears. The only exception is the
short-term disability plan, which is self-funded and paid
through the Debtors' payroll system. The Debtors pay an
aggregate of approximately $38,950 monthly for benefit payments
for all of the above-referenced Health Benefit plans. The
Debtors seek authorization to pay any adjustments or reissue any
checks that do not clear relating to such premiums.

      (iii) Vacation, Personal Days and Holiday Time

            The Debtors are obligated to make payments to their
employees for paid time off benefits, including vacation,
personal days, holidays and sick time.

            For employees below the Director level, the Debtors
utilize one vacation time policy. Under the policy, an employee
earns a certain number of paid vacation days based upon the
length of the employee's continuous service with the Debtors.
The amount of annual vacation time ranges from 10 days for an
employee with one year through four years of service to 25 days
for an employee with 20 or more years of service. An employee in
the first year of employment is eligible for a certain number of
vacation days based upon the month the employee was hired by the
Debtors. The number of days is set on a sliding scale whereby an
employee is credited with more vacation days if the employee was
hired earlier in the year. The maximum number of paid vacation
days for such employee is ten. Up to five vacation days may
be carried forward with prior management approval. Any remaining
but unused vacation days are lost if not used in the year
accrued. The Debtors pay approximately $58,345 per week for
paid vacations. The total amount of compensation related to
vacation days that have accrued but were unused as of the
Petition Date is approximately $1.2 million, or an average of
approximately $275 per eligible employee.

            With respect to personal days, the Debtors have a
policy whereby employees accrue one-half day per month for a
total of six paid personal days per year, with the maximum
number of personal days that can be accrued by an employee being
60 days. Personal days may be used, among other things, as a
sick day for an employee or his or her immediate family, a
doctor's appointment, voting and/or parent/teacher conferences.
Personal days may be carried forward from year to year (subject
to the above-described limitation). The total number of personal
day liabilities that have accrued but were unused as of the
Petition Date is approximately $618,840 or an average of $138
per eligible employee.

            With respect to holidays, the Debtors have a policy
in place whereby employees receive nine paid holidays per year.
Due to the timing of the Petition Date, the Debtors do not owe
any employees holiday pay.

            In total, the Debtors estimate that, as of the
Petition Date, their accrued and unpaid obligations for Paid
Time Off Benefits for their employees aggregated approximately
$1,820,000 or an average of approximately $405 per eligible

D.  Prepetition Employee Benefits
     Withheld From Employee Paychecks

      The Debtors deduct various amounts from their United States
employees' paychecks under salary reduction agreements and/or
other arrangements. These deductions primarily relate to 401(k)
plans, health care costs, optional or dependent life insurance,
flexible medical savings accounts, dependent care accounts,
union dues, state-mandated child support and other garnishments,
statutory payroll taxes, and other miscellaneous deductions. The
Employee Deductions are property of the Debtors' employees or
other third parties--not property of these estates. The Employee
Deductions are forwarded by the Debtors to appropriate third-
party recipients. Prior to the Petition Date, unremitted
Employee Deductions totaled approximately $1,400,000 million in
connection with services rendered prepetition, consisting of:

         $120,875 for 401(k) plan contributions
           68,770 for Optional Health Benefits, Flexible Medical
                      Spending, & Other Health Disability
           55,745 for State-mandated child support
              785 for Dependent Care Accounts
            1,320 for Union Dues and Contributions
        1,148,280 for Payroll taxes

Due to the commencement of these chapter 11 cases, these funds,
although deducted from employees' pay, were not forwarded to
appropriate third-party recipients. By this motion, the Debtors
seek authority to forward the Employee Deductions to the
appropriate parties and to pay related administrative expenses.

E.  Senior Manager Benefits

      On April 12, 2001, WINC's Board of Directors approved that
certain AMF Senior Manager Benefits Package, which includes, but
is not limited to, the following benefit plans, programs and
policies: the AMF Senior Manager Variable Annuity and Variable
Universal Life Insurance Matching Plan, the AMF Senior Manager
Disability and Life Insurance Plan, the AMF Senior Manager
Enhanced Vacation Policy, the AMF Senior Manager Financial
Planning Program, the AMF Senior Manager Legal Fees
Reimbursement Program, the AMF Senior Manager Physical Exam
Program, and the AMF Senior Manager Airline Club Membership
Program.  The Debtors began offering certain of the Senior
Manager Benefits to provide benefits to the Debtors' senior
managers that are consistent with those provided to senior
management in other comparable companies. The senior managers
eligible to receive some or all of the Senior Manager Benefits
include only those Employees who are employed at the Director
level or above.  Senior Managers are further divided into three

        Tier 1 - WINC's Chief Executive Officer, Chief Financial
                 Officer, Senior Vice President of Marketing and
                 General Counsel, and the Chief Operating Officer
                 of AMF Products;

        Tier 2 - All Senior Vice Presidents (except the Senior
                 Vice President of Marketing of WINC), Regional
                 Vice Presidents and Vice Presidents of the
                 Company; and

        Tier 3 - All management employees of the Company holding
                 the title of "Director".

       (i) AMF Senior Manager Variable Annuity and
           Variable Universal Life Insurance Matching Plan

            The AMF Senior Manager Variable Annuity and Variable
Universal Life Insurance Matching Plan, which was introduced on
July 1, 2001, offers Senior Managers the opportunity to make
after-tax contributions to purchase variable universal life
insurance policies and variable annuities.  Contributions made
to the insurance carrier pursuant to the Annuity Plan are used
to purchase either type of Policy, based on elections made by
the Senior Manager, which will be matched by the Debtors.
Senior Managers who participate in the Annuity Plan will receive
a "gross-up" to offset the income tax effect of the matching
contribution. If each Senior Manager became entitled to the
maximum matching amount and "gross-up" under the Annuity Plan,
for 2001, the Debtors would be obligated to pay up to
approximately $221,735 in respect of their obligations under the
Annuity Plan.

       (ii) AMF Senior Manager Disability and Life Insurance Plan

            The AMF Senior Manager Disability and Life Insurance
Plan provides Senior Managers with long term disability and life
insurance coverage. The DLI Plan was offered to Senior Managers
and implemented in early 2000 when the Senior Managers were
removed from the 401(k) Plan in order to avoid the plan's
disqualification. Specifically, the DLI Plan provides that
Senior Managers are eligible for coverage under a long term
disability insurance policy that provides cash benefits in the
event of disability. Under the DLI Plan, each Senior Manager is
eligible to receive long term disability benefits in the case of
disability in an amount equal to 60% of the Senior Manager's
then current base salary, provided that the monthly long term
disability benefit shall not exceed $10,000 per month.

            Further, in addition to the $50,000 of term life
insurance coverage that is generally provided to management
employees, Senior Managers are entitled additional life
insurance benefits:

            * Tier I Senior Managers are entitled to term life
              insurance coverage equal to four times the Senior
              Manager's then current base salary, rounded up to
              the nearest $100,000;

            * Tier II Senior Managers are entitled to term life
              insurance coverage equal to three times the Senior
              Manager's then current base salary, rounded up to
              the nearest $100,000; and

            * Tier III Senior Managers are entitled to term life
              insurance coverage in an amount equal to $250,000.

The Debtors' total cost associated with premium payments and
administering the DLI Plan is $48,000 per year.

       (iii) AMF Senior Manager Enhanced Vacation Policy

            Under the AMF Senior Manager Enhanced Vacation
Policy, Senior Managers are entitled to an extra week (5 days)
of vacation, which is in addition to the number of vacation days
the Senior Manager is otherwise entitled to receive pursuant to
the Paid Time Off Benefits referenced above.

       (iv) AMF Senior Manager Financial Planning Program

            Under the AMF Senior Manager Financial Planning
Program, Senior Managers are eligible for either (i)
reimbursement of expenses incurred in connection with the
preparation of the Senior Manager's personal financial planning
program, or (ii) participation in a company sponsored program
whereby certified financial planners are made available to
Senior Managers. Under the company sponsored program, financial
planners will be made available to consult with Senior Managers
and assist with establishing and maintaining a personal
financial plan for the Senior Manager and his or her family.
Eligibility for the various benefits under the Program depends
on the Senior Manager's position with the Company. The Debtors
estimate that the maximum total cost of the Financial Planning
Program will be $12,000 per year.

       (v) AMF Senior Manager Legal Fees Reimbursement Program

            The AMF Senior Manager Legal Fees Reimbursement
Program provides that Tier I and Tier II Senior Managers will be
reimbursed up to $3,000 per calendar year for legal expenses
incurred by such Senior Managers in connection with the
preparation of personal estate planning documents, such as,
wills and trusts. The maximum total cost of this program will be

       (vi) AMF Senior Manager Physical Exam Program

            Under the Senior Manager Physical Exam Program, the
Debtors arrange for Tier I and Tier II Senior Managers to obtain
a physical exam, at no cost to the Senior Manager, on an annual
and bi-annual basis, respectively. The Debtors may either
arrange for a provider selected by the Debtors to perform the
physical exams or reimburse the Senior Manager for any out-of-
pocket costs (i.e., co-pay expenses) incurred by the Senior
Manager if, at the Senior Manager's election, the exam is
provided through the Self- Insured Health Plan. The Debtors
estimate that the cost of the Physical Program is up to $10,000
per year.

       (vii) AMF Senior Manager Airline Club Membership Program

            Tier I Senior Managers are eligible to participate in
the AMF Senior Manager Airline Club Membership Program, whereby
the Debtors will reimburse Tier I Senior Managers for the annual
costs incurred by the Senior Manager for one airline club
membership. The aggregate cost of the Airline Program is
approximately $2,000.

F.  Miscellaneous Benefits

      With respect to Prepetition Employee Obligations, the
Debtors may determine that there are additional prepetition
obligations that have not been identified in this motion. For
example, inasmuch the Debtors have in the past agreed to
reimburse certain employees for tuition expenses or various
relocating expenses, such employees may seek reimbursement for
tuition or relocation costs incurred prior to the Petition Date.
The Debtors estimate that an aggregate of approximately $30,000
may be owed to approximately 20 employees for such expenses.
The Debtors also reserve their rights to seek authority from the
Court to pay any obligations in excess of the aforementioned
cap. In addition, the Debtors provide certain additional health
benefits, including an Employee Assistance Program, which
provides confidential counseling to employees and their
families.  The administration of this program costs the Debtors
approximately $18.00 per employee per year and the Debtors
request authority to pay related obligations that are due and
owing as of the Petition Date.  As of the Petition Date, the
Debtors estimate that no more than $45,000 is owed to the
administrator of the Employee Assistance Program.  The Debtors
estimate that no more than $12,220 is owed to any individual
employee for such expense.

G.  Foreign Social Costs

       In addition to the Prepetition Employee Obligations
described above, the Debtors must also pay certain social costs
that arise in connection with their overseas operations and the
approximately 1,800 employees who reside outside of the United
States.  The Debtors provide virtually all employees of their
foreign operations with these benefits, most of which are
mandated by foreign law. In the event the Debtors' fail to
satisfy the Foreign Social Costs, a number of foreign
jurisdictions may levy substantial civil and, in some cases,
criminal penalties against the Debtors. In Australia, for
example, if the Debtors fail to provide annual or long service
vacation or maternity/paternity leave to their employees, the
Debtors may be liable to pay a fine up to approximately $580 per
employee plus court costs and the leave due to such employees.
Under Hong Kong law, the Debtors' failure to enroll in and
contribute to a government-sponsored pension fund may result in
a fine of approximately $6,400 to $12,800 and imprisonment of
one year for the officers of AMF Bowling Centers (Hong Kong)
International Inc., one of the Debtors. In other instances,
failure to pay the Foreign Social Costs may result in the
Debtors' operations being shutdown.  For example, the Debtors'
inability to pay medical and dental insurance premiums for the
employees of their Belgian and Central European operations would
result in the seizure of these operations' assets.  Thus, it is
critical for the Debtors to make the payments of these Foreign
Social Costs when they come due. The Debtors estimate
prepetition Foreign Social Costs at:

           Medical and Dental insurance premiums         $54,120
           Life Insurance                                  1,350
           Pension                                        62,200
           Vacation, Sick & Holiday Pay               $1,400,000
                 Total                                $1,517,670

A substantial portion of this cost is attributable to certain
requirements that AMF must satisfy for its approximately 1,390
employees in Australia. For example, Australian law requires the
Debtors to provide its Australian employees with Long Service
Leave, whereby all employees are entitled to three months paid
leave after 15 years of service, or a pro rata portion of his
Long Service Leave if terminated before the 15-year mark.
Furthermore, each Australian employee is provided four weeks
vacation from the date of commencement and can carry over any
unused vacation days to the next year. Similar laws exist in
other foreign countries in which the Debtors conduct operations.

Accordingly, the Debtors request authority to pay any and all
premiums, direct payments and reimbursements (including
adjustments) and reissue any checks that do not clear that
relate to Foreign Social Costs.

H.  Incentive Compensation Plan

      The Debtors have long maintained approximately 30 incentive
compensation plans, which cover approximately 1,200 Employees.
Pursuant to the Incentive Plans, an employee can earn a bonus
equal to a percentage of his or her salary if certain
pre-designated financial targets and thresholds are met.
Historically, bonuses under certain of the Incentive Plans were
paid after the company completed its year end audit.  Inasmuch
as preparing for and filing these cases has many Employees
concerned about the likelihood of their receiving any incentive
compensation in 2001, the Debtors received approval from their
Board of Directors on March 29, 2001 to guarantee 50% of the
bonuses payable to each of these Employees. To encourage
retention, the guaranteed portion of each Employee's bonus was
or will be paid in quarterly installments (i.e., 12.5% each
quarter), in the ordinary course, on June 30, 2001, September
30, 2001, December 31, 2001, and March 31, 2002, respectively.
Pursuant to the Incentive Plan, an Employee must be employed by
the company at the time of payment in order to receive such
bonus payments.  If earned, the remaining 50% of the bonuses
under the Incentive Plans will be payable at the conclusion of
the 2001 audit on or around March 31, 2002. This remaining
portion will be based on AMF's ability to achieve its 2001
Consolidated EBITDA Target and each individual's ability to
achieve personal goals, which for many, correlate to the
financial performance of their center, district or region. As
the Debtors' Senior Managers desire to give their Employees an
absolute assurance that the Incentive Plans will be honored in
2001 notwithstanding these chapter 11 cases, despite the fact
that the Debtors believe they may continue to implement the
Incentive Plans in the ordinary course of their business, in an
abundance of caution, the Debtors request that this Court grant
the Debtors the authority to continue to compensate their
Employees pursuant to the Incentive Plans.

                           *   *   *

The need to honor prepetition employee obligations is clear to
the Court, Judge Tice indicated at the First Day Hearing, and
the Debtors' Motion is granted.  As the relief sought herein is
an authorization, not a direction, Judge Tice confirmed that the
Debtors reserve their rights not to honor in the ordinary course
or to make any of the payments authorized by the Court in the
exercise of their business judgment.  Moreover, Judge Tice makes
clear, "any payments authorized in connection herewith are be
subject to the availability of sufficient funds, or capacity
under any extant debtor in possession financing facility or cash
collateral order, barring which no authorization shall exist
hereunder." (AMF Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

CAMMELL LAIRD: S&P Withdraws All D Ratings
Standard & Poor's withdrew its D corporate credit and senior
unsecured debt ratings on U.K.-based shipbuilder Cammell Laird
Holdings PLC. All ratings on Cammell Laird were revised to D on
April 17, 2001, after the company failed to make the scheduled
interest payment of EUR7.5 million ($6.7 million) on its EUR125
million 10-year bond, Standard & Poor's said.

COMDISCO: Court Grants Interim Approval Of $600 Million DIP Loan
Comdisco, Inc. (NYSE: CDO) said that the U.S. Bankruptcy Court
for the Northern District of Illinois approved "first day
motions" that are intended to support the company's employees,
customers and vendors and provide other forms of operational and
financial stability as Comdisco proceeds with its reorganization

At Comdisco's request, the court approved the following first
day orders: Payment of pre-petition and post-petition employee
wages, salaries and benefits during the company's voluntary
restructuring under Chapter 11; interim approval for $600
million of debtor-in-possession (DIP) financing for use by the
company to continue operations, pay employees and purchase goods
and services; authority to maintain existing cash management
programs; authority to pay certain prepetition commitments that
are necessary for operation of the company's core businesses in
the normal course; and authority to retain certain legal,
financial, real estate and other professionals to support the
company's reorganization cases.

A final hearing to approve the DIP credit facility, which is
being provided by a group of banks led by Citibank, N.A. as
Administrative Agent, The Chase Manhattan Bank as Syndication
Agent, and Heller Financial, Inc. as Documentation Agent, has
been scheduled for August 9, 2001. Of the $600 million facility,
$200 million is available during the interim period, $100
of which has been reserved specifically to support international

As announced Monday, Comdisco has, subject to Court approval,
agreed to sell its Availability Solutions business to Hewlett-
Packard Company for $610 million. The Court has scheduled a
hearing on July 23, 2001 to approve bidding procedures related
to the sale and has set August 23, 2001 as the date for the sale
hearing. The Court has also scheduled a hearing on July 23 to
approve bidding procedures for a sale of all or part of
Comdisco's leasing business.

Norm Blake, Comdisco Chairman and Chief Executive Officer, said,
"We are pleased with the prompt approval by the court of our
`first day orders,' which, taken together, will enable the
company to operate without interruption and meet normal business
obligations as it proceeds with the reorganization process.
Comdisco and all of our subsidiaries will conduct business
operations as usual while continuing to make customer service a
top priority during the restructuring and transition process.
The prompt approval of these `first day orders' is good news for
our company as a whole, as well as its customers, employees and
business partners."

CORAM HEALTHCARE: Moves To Extend Exclusive Period To Sept. 11
Bankrupt Coram Healthcare Corp. is seeking a 60-day extension of
its exclusive period in which only the company can file a
reorganization plan and solicit its acceptance. The company
wants to shift its plan filing deadline to Sept. 11 and
solicitation period to Nov. 12. A hearing will be held on the
matter on Aug. 1 in the U.S. Bankruptcy Court in Wilmington,
Del. If the court turns down the company's request, their
exclusive periods would expire on July 11 and Sept. 10.
Objections to the motion are due July 30. (ABI World, July 17,

CTA INDUSTRIES: Ad Hoc Lenders' Committee Hires Goldin
An ad hoc committee of subordinated lenders to CTA Industries,
Inc. (fka American Rockwool Acquisition Corp.) has hired Goldin
Associates L.L.C., as its findncial advisor in connection with
the restructuring of CTA's debt.  Ableco Finance LLC, an
affiliate of Cerberus Partners, while one of CTA's lenders,
does not serve on the ad hoc committee.

Based in New York, CTA Industries, Inc., is a leading
manufacturer and distributor of commercial, industrial, and
residential insulation and acoustic products, owning:

      * CTA Acoustics, Inc., a leading manufacturer and supplier
of  acoustical and thermal insulation products to the automotive
and construction industries. CTA Acoustics' main manufacturing
facility is located in Corbin, Kentucky;

      * American Rockwool, Inc. with facilities in Spring Hope,
North Carolina and Nolanville, Texas; and

      * Thermafiber, LLC, of Wabash, Indiana, and other facilties
in Birmingham, Alabama and Tacoma, Washington, which was a
former division of United States Gypsum.

Martin Wiener, Esq., and Douglas Cohen, Esq., at Wolff & Samson
led those transactions on behalf of American Rockwool
Acquisition Corp.

"The Bigger We Are, The Better We Serve You!" the Company
splashed across company literature when it completed the
Thermafiber transaction in February 1998.  Being a private
company, CTA does not disclose details about its finances or the
details of its acquisition transactions.

EASYRIDERS: Files Chapter 11 Petition in C.D. California
Easyriders Inc. (AMEX:EZR) and its principal operating
subsidiary, Paisano Publications Inc., filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Central District
of California, San Fernando Valley Division.

The bankruptcy court filings were prompted by various repayment
demands and other disputes that Easyriders was having with its
primary secured lender, Nomura Holding America Inc.

Notwithstanding these disputes, the parties entered into a cash
collateral stipulation prior to Easyriders' bankruptcy filings,
which will enable Easyriders to continue to operate in the
ordinary course of business and pay all necessary operating
expenses. Easyriders intends to seek emergency Bankruptcy Court
approval of its cash collateral stipulation with Nomura.

Easyriders plans to emerge from their Chapter 11 cases with a
comprehensive restructuring of all of their debt. With Nomura's
consent, Easyriders has engaged the Westlake Village-based
investment banking firm of Murphy Noel Capital to provide
financial advisory services to them and to assist them in
connection with their debt restructuring.

"It is unfortunate that we were forced to take this action,
particularly when the company reported positive earnings for the
first time during the operating period ended March 31, 2001.
However, recent actions by our senior lender left us with no
other alternative," stated Bob Fabregas, chief executive

"We hope to remain a public company and emerge quickly from
these Chapter 11 proceedings," explained Joe Teresi, chairman of
Easyriders Inc. and founder of Paisano Publications Inc. "I
express regret to our creditors that we were forced to take this
action. Nevertheless, in the long run, I expect the company to
have a much more rational capital and debt structure, which will
provide future business opportunities for our creditors,"
continued Teresi. "Recently, Paisano Publications experienced
its 30th anniversary, and I anticipate that it will continue as
a market leader for another three decades."

                  About Easyriders Inc.

Easyriders is a publicly traded, diversified company with
publishing, retail and entertainment interests dedicated to
serving the independent, free-spirited motorcycling and related
lifestyles market.

Easyriders currently publishes more than a dozen popular
motorcycle, special-interest and lifestyle magazines, with a
total worldwide readership of more than 6 million. The company
also licenses Easyriders retail stores throughout the United
States and Canada; Easyriders Events; and the Bros Club road
service company.

EYECAST: Taps Bid4Assets & Rasmus To Handle Asset Disposition
Bid4Assets, Inc., a leading asset disposition and advisory
services company, along with R.L. Rasmus Auctioneers, Inc.
announced that they will auction assets from Herndon, Va.-based
Eyecast. The auction will include high-end computer equipment,
such as servers, laptops, computers, routers and high-end office
furniture. The on-location auction will be held July 25 at the
DoubleTree Hotel located at 7801 Leesburg Pike, Falls Church,
Va. A separate online sale of streaming video equipment will be
held today through July 23 on the Bid4Assets Web site,

A physical asset inspection for the live, on-location auction
will be held July 24 from 12 p.m. - 4 p.m. at 7709 Leesburg
Pike, Falls Church, Va. Interested bidders can contact
Bid4Assets with questions or to pre-register by calling (877)
427-7387 or by email at Photographs and
other due diligence materials are available online at

Herndon, Va.-based Eyecast was a streaming media services
company that enabled businesses to use the Internet to view
closed-circuit video footage from their off-site facilities.
Eyecast ceased operations earlier this year after it was unable
to obtain additional funding.

"We customize our solutions and utilize both online and on-
location sales to help technology companies, like Eyecast, sell
quickly and access the broadest possible buyer base for their
assets," said Bid4Assets' President Jim Russell. "This is a
great opportunity for growing companies to purchase the
equipment they need at competitive prices."

              About R.L. Rasmus Auctioneers, Inc.

R.L. Rasmus Auctioneers, Inc. has served the mid-Atlantic
business, legal and banking community with commercial asset
liquidations since 1975. Rasmus specializes in high profile
special event type auctions throughout the United States for
companies with first quality offices and information technology
assets. Since 1999 Rasmus has liquidated, conducted liquidations
or asset recovery services for over 100 dot com and Internet
based companies. Rasmus, online since 1997, is pioneering multi-
channel selling by combining the traditional auction method with
digital imaging and online auctions. Christopher R. Rasmus, CAI
is president of R.L. Rasmus Auctioneers, Inc.

                  About Bid4Assets, Inc.

Bid4Assets, Inc. ( a leading asset
disposition and advisory services company that sources assets
from financial services companies, government agencies,
corporate restructurings and private industry. Bid4Assets
combines a centralized Internet marketplace with essential
offline solutions to sell financial instruments, real estate,
intangible property, personal property and bankruptcy claims to
a worldwide network of sophisticated buyers more quickly and
efficiently than traditional methods. Since its launch in
November 1999, Bid4Assets has conducted more than 5,000 auctions
for assets in all 50 states. The company is located in Silver
Spring, Md., phone (301) 650-9193, fax (301) 650-9194.

FLEXPOINT SENSOR: Files For Bankruptcy Protection in Utah
Midvale, Utah-based Flexpoint Sensor Systems, Inc. filed a
voluntary petition for reorganization pursuant to Chapter 11 or
the U.S. Bankruptcy Code. The petition was filed in the United
States Bankruptcy Court for the District of Utah, with Honorable
Judith A. Boulden presiding over the case. The Bankruptcy Court
assumed jurisdiction over the business and assets of the Company
on July 3, 2001, and has left the existing directors and
officers in possession, subject to the supervision and orders of
the Court. No plan of reorganization has been submitted, and
thus no order of the Court confirming such a plan has been

FLEXPOINT SENSOR: Case Summary & 19 Largest Unsecured Creditors
Debtor: Flexpoint Sensor Systems, Inc.
         47 East 7200 South #204
         Midvale, UT 84047

Chapter 11 Petition Date: July 3, 2001

Court: District of Utah (Salt Lake)

Bankruptcy Case No.: 01-29577

Judge: Judith A. Boulden

Debtor's Counsel: Steven C. Tycksen, Esq.
                   Zoll & Tycksen
                   5300 South 360 West
                   Suite 360
                   Salt Lake City, UT 84123

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

List Of Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Aspen Capital Resources, LLC  Loan                   $4,000,000
8989 South Schofield Circle
Sandy UT 84093
James G. Swenson
136 South Main St. # 318

The Jerry Noyes Family         Purchase Money        $1,177,398
Trust                       Collateral Value:          $700,000
2200 South 75th Avenue         Net Unsecured:          $477,398
Phoenix AZ 85043
Paul Werner
201 South Main Street #1100
SLC UT 84111

Prudential Insurance          Rent in Arrears          $217,000

John Sindt                                             $150,000

Hansen, Barnett, & Maxwell    Accounting                $66,445

Internal Revenue Service      Penalties and             $59,900

Bruce H. Shapiro              Legal services            $41,076

Broder Worldwide              Goods & Services          $21,252

Lippert/Heilshorn &           Public Relations          $20,081
Associate                     Services

Tom Danielson                 Money Loaned              $20,000

John Sindt                    Unreimbursed              $18,500
                               Company Expenses

ADP Automated                 Data Processing           $10,760

Timmerman Associates          Architectural              $6,770

Anderson & Karrenberg         Legal Services             $5,912

Colonial StockTransfer        Stock Transfer             $2,421
Company                       Services

Blackburn & Stoll, LC         Legal Services             $2,325

Capital Premium Financing     Liability insurance        $2,214

St. Paul Insurance Company    Liability insurance        $1,204

Wells Fargo Bank              Credit Card Purchase         $650

FRUIT OF THE LOOM: Rejecting Princeton & Inacom Lease Agreements
Jacom LLC d/b/a Inacom Kentucky and Princeton have outstanding
equipment lease agreements with Union Underwear. Union and
Princeton entered their lease agreement, which is the focus of
this motion on November 7, 1996. No details on an agreement with
Inacom are given in the filing. Fruit of the Loom seeks approval
for an order authorizing the rejection of the portion of the
lease agreement with respect to the lease of certain equipment,
Union's payment of $150,000 to and Princeton Credit
Corporation's payment of the aggregate sum of $125,000 to
Inacom. It must be noted that Union and Princeton remain engaged
in several unrelated leasing arrangements.

Princeton has filed proofs of claim (Claim Nos. 4848 and 4761)
against Union Underwear in the aggregate amount of $382,742.03,
asserting certain arrearages under its lease agreement.
Princeton also asserts the full purchase price for the equipment
as an administrative priority claim pursuant to section 503.

Inacom was listed on the schedule of liabilities of Union as
Claim Nos. 53748, 53169, 53170, 53171, 53172, 53173, 53174,
53175, 53176 and 53177, in the aggregate amount of $115,729.50.
Inacom has commenced an action against Princeton to recover the
balance owed for the equipment in the U.S. District Court for
the Western District of Kentucky, Index No. 3:00 CV-254-c.

Union Underwear no longer has any need for the equipment and
desires to dispose of it. Union has determined, in the exercise
of its business judgment, to reject the lease agreement, solely
as it pertains to this implied schedule for the equipment, and
to return possession and control of the equipment to, or at the
direction of, Princeton.

Fruit of the Loom, Inacom and Princeton have reached an
agreement to settle their disputes with respect to the
equipment, the lease agreement, the Princeton filed claims and
the Inacom scheduled claims on the terms set forth in the
stipulation agreement. This obviates the need for costly

The stipulation agreement provides in part:

      (a) the rejection by Union of the portion of the lease
agreement which includes any implied lease for the equipment;

      (b) termination, if any, of the obligations of Fruit of the
Loom and Princeton under the lease agreement as to the equipment
as of the petition date, except to the extent set forth in the
stipulation order; provided that nothing shall be deemed to be a
rejection of the lease agreement as a whole or of the remaining
lease schedules, all of which are neither assumed nor rejected
under the stipulation order;

      (c) Union's payment within five business days after the
effective date to Inacom for the account of Princeton the sum of
$150,000, for use of the equipment after the petition date, and
in full settlement and discharge of the Princeton filed claims
and the Inacom scheduled claims;

      (d) Union's delivery to Princeton a bill of sale for the
equipment, "as is" and "where is" without warranty of any kind;

      (e) Princeton's payment, within five business days after
the effective date, of the aggregate sum of $125,000 (in
addition to the payment of $150,000 made for its account), in
full settlement and discharge of the civil action and in full
settlement and discharge of all claims by Inacom against Fruit
of the Loom or Inacom.

Maria Aprile Sawczuk Esq., of Saul Ewing, tells Judge Walsh that
Union's rejection of the lease agreement is a sound exercise of
business judgment and will benefit the estates and creditors.
Union has had use of the equipment for 18 months without making
a payment. Union's payment to Inacom of $150,000 for the account
of Princeton for the postpetition use of the equipment presents
a substantial savings from the amount it would otherwise owe
under the lease agreement as an administrative expense. (Fruit
of the Loom Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GUARDIAN TECHNOLOGIES: Securities Subject to Nasdaq Delisting
Guardian Technologies International, Inc. (Nasdaq/SC:GRDN),
received a Nasdaq Staff Determination on July 13, 2001,
indicating that the Company fails to comply with the net
tangible assets/market capitalization and recently adopted
stockholders' equity requirements for continued listing set
forth in Nasdaq Marketplace Rules 4310(c)(2)(B), and that its
securities are, therefore, subject to delisting from the Nasdaq
SmallCap Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
hearing request will stay the delisting of the Company's
securities pending the Panel's decision. There can be no
assurance the Panel will grant the Company's request for
continued listing. In light of these facts, the Company is
engaged in efforts to increase its net tangible assets to
qualify for continued listing. There can be no assurance that
these efforts will be successful.

The Company has recognized that its pending business combination
with Vairex Corporation would require that it requalify for
Nasdaq listing under the initial inclusion criteria, since it
would constitute a reverse merger under Marketplace Rule
4330(f). This will require, among other factors, an equity
financing provided for in the Merger Agreement. Management of
both Guardian and Vairex are actively negotiating with third
parties for such a financing, although no commitments or
arrangements exist at the present time. If the financing cannot
be completed on a pre-merger basis, the parties have agreed to
complete the merger anyway, in which event the Company's
securities should be eligible to be quoted on the OTC Electronic
Bulletin Board until such time as the post-merger Company
qualifies for initial inclusion on Nasdaq.

Guardian Technologies is a manufacturer of a variety of high-end
ballistic protective equipment including patented personal
protection devices commonly referred to as body armor. Guardian,
through its wholly owned subsidiary Guardian Armor, LLC, serves
the law enforcement, security and military communities and the
global security industry. Guardian, also through its wholly
owned subsidiary Guardian Steel, is engaged in structural steel
fabrication and provides among its products, structural steel
used primarily in military base refurbishments and other
projects under Federal contract.

HARNISCHFEGER: Resolves Claims Dispute With Gelco Corporation
The four Debtors -- Harnischfeger Industries, Inc., Beloit
Corporation, Joy Technologies, Inc., and Harnischfeger
Corporation -- and Gelco Corporation, d/b/a GE Capital Fleet
Services (GECFS, the Claimant) desire to settle and resolve the
matter over a Master Fleet Agreement (the Fleet Agreement),
Master Lease Agreement (the Lease) and Master Services Agreement
(the Services Agreement) each between GECFS and HII and the
related claims that are the subject of an Adversary Proceeding
No. 00-2064.

As previously reported, GECFS filed claims (10654, 10655 and
10656) each in the amount of $1,214,129.30 against Joy, HII and
Beloit respectively, in connection with the Lease and Agreements
while Harnco's schedules include a scheduled claim for GECFS
(claim number s4157) in the amount of $104,732.75. GECFS also
filed an Administrative Expense Claim pursuant to sections
503(b) and 507(a) of the Bankruptcy Code in the amount of
$314,840.08 (which was subsequently assigned claim number 12249
by the Claims Agent.)

The parties agree and stipulate that,

(1) Claim 10654, Claim 10655, Claim 10656 and Claim s4157 will
     be disallowed for all purposes and expunged.

(2) The Fleet Agreement and Lease will be rejected and
     terminated and, except as provided in the Settlement

   (a) GECFS will not have any claims against any of HII, Beloit,
          Joy or Harnco arising under or relating to the Fleet
          Agreement or Lease or relating to any vehicles in the
          possession of these Debtors pursuant to the Fleet
          Agreement or Lease or any other agreement with GECFS
          existing as of the date of the Agreement; and

   (b) neither HII, Beloit, Joy nor Harnco will have any claims
          against GECFS arising under or relating to the Fleet
          Agreement or Lease or relating to any vehicles in the
          possession of these Debtors pursuant to the Fleet
          Agreement or Lease or any other agreement with GECFS
          existing as of the date of the Agreement.

   The release of claims set forth in the previous Paragraph will
   not extend to the claims of GECFS under Paragraph 13 of the
   Lease or Paragraph 28 of the Fleet Agreement.

(3) The Services Agreement will be rejected and terminated and
     (a) GECFS will not have any claims against any of HII,
     Beloit, Joy or Harnco arising under or relating to the
     Services Agreement; and (b) neither HII, Beloit, Joy nor
     Harnco will have any claims against GECFS arising under or
     relating to the Services Agreement.

(4) The Beloit Claim Objection and the Objection and
     Counterclaim will each be dismissed with prejudice.

(5) The Administrative Expense Claim and the Cure Amount
     Objection will be dismissed with prejudice.

(6) Harnco and/or Joy are in possession of those vehicles as per
      Exhibit D of the Settlement Agreement (collectively the

(7) Neither HII nor Beloit is in possession of any vehicles
      pursuant to the Lease or the Fleet Agreement. Each of the
      vehicles comprising the Fleet are the sole and exclusive
      property of GECFS.

(8) Harnco and Joy upon execution of the lease agreement (the
      "Short Term Lease") attached to the Settlement Agreement as
      Exhibit E, will be entitled to remain in possession of the
      vehicles comprising the HII Fleet pursuant to the terms of
      the Short Term Lease. In the event that Harnco and Joy do
      not execute the Short Term Lease, GECFS will be entitled to
      immediate possession of the Fleet and Harnco and Joy will
      cause the Fleet to be delivered to GECFS at a mutually
      agreed location.

(Harnischfeger Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LAIDLAW INC.: Trustee Reschedules Creditors' Meeting To August 7
Carolyn S. Schwartz, United States Trustee for Region 2, acting
through Christopher K. Reed, Assistant U. S. Trustee, has
scheduled the meeting of creditors required by Section 341 of
the Bankruptcy Code, originally scheduled for June 1, 2001, has
been rescheduled for August 7, 2001, commencing at 11:00 a.m. in
Room 110, 42 Delaware Avenue, Suite 100, Buffalo, New York.
Creditors of Laidlaw Inc.'s estates may appear and examine a
representative of the Debtors. (Laidlaw Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LOEWEN: Blackstone Settlement Agreement Under 3rd Amended Plan
Pursuant to the Blackstone Settlement Agreement, in full
satisfaction of the Claims of Blackstone and RHI under the Rose
Hills Put/Call Agreement, including the exercise of the put
thereunder, subject to the prior satisfaction of all conditions
thereto as set forth in the Blackstone Settlement Agreement, on
the Effective Date, Reorganized Loewen Group, Inc. will

      (a) issue to Blackstone and to RHI $24,679,000 aggregate
principal amount of New Unsecured Subordinated Convertible Notes
and 379,008 shares of New Common Stock and

      (b) assume the obligations under a promissory note in the
principal amount of $445,000 issued by RHI to Rose Hills, all
in accordance with the terms of the Blackstone Settlement

In addition, under the terms of the Blackstone Settlement
Agreement all Claims of Blackstone under the Prime Put/Call
Agreement will be released.

Blackstone had asserted Claims in excess of $340 million against
each of TLGI and LGII (and in part against Roses Delaware, Inc.)
in respect of the Rose Hills Put/Call Agreement and the Prime
Put/Call Agreement that, absent the Blackstone Settlement, would
have constituted additional Claims in Divisions A and B in Class
11 to the extent Allowed. (Loewen Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

LTV CORPORATION: Assumes Gas Sales Agreement With Duke Energy
Duke Energy Trading and Marketing LLC asks Judge Bodoh to
promptly grant his authority for Duke to terminate the gas sales
agreement between it and LTV Steel, or in the alternative, to
set a firm date by which the Debtor must assume or reject the

Under a Gas Sales Agreement dated September 1994, LTV Steel
contracted to purchase natural gas from DETM. The Gas Sales
Agreement constitutes a forward contract, defined in the Code as
a contract, other than a commodity contract, for the purchase,
sale or transfer of a commodity, or any similar good, article,
service, right or interest, which is presently or in he future
becomes, the subject of dealing in the forward contract trade,
or product or byproduct thereof, with a maturity date more than
two days after the date the contract is entered into. Such
forward contracts are entitled to various special protections
under the Bankruptcy Code such as a validation of ipso
facto clauses in such agreements. The Code expressly permits
DETM to exercise its contractual rights to suspend and/or
terminate deliveries of natural gas to LTV Steel, and DETM asks
Judge Bodoh to authorize the exercise of that right.

DETM succeeded to Mobile's interests as seller under the Gas
Sales Agreement. In December 2000, DETM and LTV Steel and LTV
Corporation entered into a Letter Agreement to amend the GAS.
The Letter Agreement provides that the failure of LTV Steel and
LTV Corporation to provide adequate assurances of performance of
the GSA within one business day of the commencement of
bankruptcy proceedings constitutes a breach of the GSA, giving
rise to DETM's right to terminate natural gas deliveries.
Additionally, the Letter Agreement reflects the fact that the
GSA is a forward contract.

In contravention of the terms of the Letter Agreement, neither
LTV Steel nor LTV Corporation have provided DETM with adequate
assurance of performance under the GSA. Additionally, the
Debtors have not paid DETM for the natural gas delivered under
the GSA during the second half of December 2000, which totals
approximately 44.0 million. Payment for these deliveries was due
on December 31, 2000. LTV's failure to timely make this December
payment constitutes a further breach of the GSA and the Letter

DETM is currently providing the Debtors with approximately
49,700 MMBtu of natural gas per day, which equals an approximate
value of $500,000 per day. The Debtors have not compensated DETM
for any postpetition deliveries of natural gas.

By this Motion, Duke, represented by James Donnell and Paul D.
Moak of the Houston firm of Andrews & Kurth, ask Judge Bodoh for
authority to suspend and/or terminate natural gas deliveries to
the Debtors. Alternatively, if the Court denies this request,
DETM asks that the court compel the Debtors to assume or reject
the GSA, as amended, within three days. DETM also asks Judge
Bodoh to compel the Debtors to pay DETM, as an administrative
expense, amounts that the Debtors owe for postpetition receipts
of natural gas.

                      The Agreed Order

Moving quickly, the Debtors reach an agreement with DETM to
assume the GSA effective as of the date Judge Bodoh signs the
agreed order. The Debtors agree to cure their prepetition
monetary defaults under the Agreement by making payment to DETM
in the amount of $3,866,414.52. Payment of the cure amount will
be made by wire transfer in a series of four monthly payments,
three in the amount of $1,000,000, and a final payment of
$866,414.52. The Debtors' obligation to make the cure payment
survives any termination of the GSA.

The Debtors are to pay DETM by wire transfer on the fifteenth
and last day of each calendar month for all natural gas
delivered by DETM before such dates for which DETM has not bee
paid. To the extent actual volumes are not known at the time
payment is due, DETM will invoice the Debtors on estimated sales
volumes, and the Debtors will pay for such estimated volumes;
DETM agrees it will promptly reconcile the account after the
actual quantities are known.

The parties modify the GSA to provide for its continuation, in
the absence of any breach or default, until December 31, 2001.
The Debtors have the option, on written notice given to DETM
before November 1, 2001, to extend the term of the Agreement to
December 31, 2002. The Debtors may terminate the GSA on the last
calendar day of any month by providing DETM with written notice
of their intention to terminate at least two months before the
termination date.

All payments made by the Debtors to DETM for the delivery of gas
by DETM are deemed indefeasibly paid.

The Debtors' failure to make any payment to DETM by 5:00 p.m.,
Central time, on the day following the day on which a payment is
due shall constitute a default and breach of the GSA. If the
Debtors fail to cure any such default within 5 days after
written notice of the default is provided by DETM to the
Debtors, the Unsecured Creditors' Committee, and the
Noteholders' Committee, DETM shall be permitted to terminate
the GSA.

Any claim by DETM under the GSA is an administrative expense
claim, including claims for damages arising from the Debtors'
failure to comply with the terms of the Agreed Order or the GSA.

Moving with equal promptness, Judge Bodoh signs the Agreed Order
making its terms immediately effective. (LTV Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-

MARINER POST-ACUTE: Moves To Amend APS Pharmacy Contracts
To resolve the concerns of the Mariner Post-Acute Network, Inc.
Debtors that utilize the goods and services of APS in connection
with the Potential Sale of APS, and also the concerns of APS,
the Debtors ask the Court for authority for these Debtors to
enter into the "Master Amendment to Pharmacy Dispensing Services
Agreements" with American Pharmaceutical Services, Inc. and its
subsidiaries and affiliates (APS).

APS provides pharmacy products and services to about 1,500
facilities among which are approximately 244 facilities that are
owned or operated by certain of the MPAN Debtors (the
Contracting Debtors). In keeping with federal regulations
governing the provision of such services, APS renders such
services to the Contracting Debtors pursuant to "Pharmacy
Dispensing Services Agreements," "Consultant Pharmacist
Agreements, and "Respiratory Therapy Equipment Agreements"
between APS and the Contracting Debtors.

The Agreements are for an initial term of one year and
automatically renew for successive one year terms. During any
such renewal term either party to an Agreement has the right to
terminate the Agreement without cause by providing 30 days prior
written notice of the termination. The initial term of the
majority of the Agreements is set to expire on December 31,

The Debtors are currently in discussions with various interested
parties regarding a potential sale of APS.

As the Agreements are terminable, upon expiration of the initial
one-year term, by either party without cause and on limited
notice, both the Contracting Debtors and APS are concerned about
how the continuation of services under the Agreements would he
affected by the proposed sale.

The Contracting Debtors are concerned that if a sale of APS is
approved by the Court, the new owner/operator of APS would have
the right to terminate any of the Agreements, upon expiration of
the initial one year term, merely by providing 30 days written
notice to the relevant Contracting Debtor. If APS were to
terminate an Agreement, the Contracting Debtor's ability to
negotiate competitive terms for a replacement agreement would
likely be limited because of its pending bankruptcy, a limited
number of providers of institutional pharmacy services that may
be willing to provide services, and the relatively short period
of time that the Contracting Debtor would have to negotiate a
new provider agreement. There is also a risk that the
Contracting Debtor would not be able to find a replacement
provider in such a short period of time, especially in remote
geographic locations or in those states where the current low
payment rates for such services by the Medicaid program have
caused institutional pharmacy providers to decline further
Medicaid patients. The Contracting Debtors cannot operate their
facilities without such services.

APS is likewise concerned about the ability of the Contracting
Debtors to terminate the Agreements without cause and on such
limited notice. APS' operational and financial viability are in
large part dependant upon the stability of its customer base, of
which the Contracting Debtors are a significant part. Therefore,
APS is concerned that the ability of the Contracting Debtors to
terminate the Agreements with limited notice and without cause
may have an impact on its viability. APS is further concerned
that if APS is unable to assure stable supply relationships with
the Contracting Debtors, the Contracting Debtors would have no
choice but to begin to seek alternate pharmacy suppliers at this

In addition, the Contracting Debtors and APS are aware of a
variety of legislative proposals that have been introduced or
are expected to be introduced that could impact the way in which
pharmacy services provided to Medicare and Medicaid
beneficiaries are delivered and paid for.

The Contracting Debtors and APS therefore propose the Master
Amendment, the salient provisions of which are as follows:

(A) Initial Post-Sale Term

     Upon closing of any APS Sale, the term of the Agreements
shall automatically renew for a term of eighteen months (the
"Initial Post-Sale Term").

(B) Post-Sale Renewal Terms

     Subsequent to the Initial Post-Sale Term, the Agreements
will automatically renew for successive one year terms (each a
"Post-Sale Renewal Term") unless either party provides written
notice of non-renewal not less than 180 days prior to the
expiration of the Initial Post-Sale Term or any Post-Sale
Renewal Term.

(C) Without Cause Termination

     Notwithstanding any provision in the Agreements to the
contrary, the Agreements may not be terminated "without cause"
by either party during the Initial Post-Sale Term or any Post-
Sale Renewal Term.

(D) Other Bases for Termination

     Except as specifically provided above, each Agreement may be

(E) Right to Match Competitive Bid

     For the Initial Post-Sale Term only, APS will have the right
to match any Competitive Bid in the event a Contracting Debtor
receives from a Qualified Pharmacy Provider and issues to APS a
Non-Renewal Notice. In the event that a Matching Bid Notice is
given within such period, the Terminating Facility and APS will
promptly execute and deliver to each other an amendment to the
Pharmacy Agreement modifying the terms to incorporate the terms
of such Matching Bid Notice, which will be effective for the
term specified in the Competitive Bid Notice.

The Master Amendment will not have any effect on the pricing of
any of the services provided by APS pursuant to the Agreements.

By this Motion, the Debtors seek an order, pursuant to
Bankruptcy Code section 363(b), authorizing the Contracting
Debtors to enter into the Master Amendment with APS and
approving the Agreements as so amended.

The Debtors also request that the Court direct that, unless and
until any Agreement or Agreements are sold by APS to a third

      (a) any claims arising out of any termination by the
applicable Contracting Debtors of such Agreements as amended by
the Master Amendment will remain general unsecured claims and,
will not be entitled to administrative priority; and

      (b) each of the Contracting Debtors will have the right to
terminate any Agreement to which it is a party upon 30 days
prior written notice to APS in connection with or incident to
such Contracting Debtor's

          (1) confirmation of a plan of reorganization, or

          (2) sale of the facility to which such Agreement
relates prior to the effective date of such Contracting Debtor's
plan of reorganization. (Mariner Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

MEDIAPLEX INC.: Nasdaq Notifies Of Potential Delisting
Mediaplex, Inc. (Nasdaq: MPLX), a leading technology company for
marketers and advertisers, received a Nasdaq Staff Determination
on July 10, 2001, indicating that Mediaplex is not in compliance
with the minimum price requirement for continued listing in
accordance with Marketplace Rule 4450(a)(5) and that its
securities are subject to delisting from the Nasdaq National
Market. Mediaplex has requested an oral hearing before the
Nasdaq Listing Qualifications Panel to review the Staff

Until the Panel reaches its decision following the oral hearing,
Mediaplex's stock will remain listed and will continue to be

On July 1, 2001, ValueClick (Nasdaq: VCLK), a leading provider
of performance based advertising solutions, and Mediaplex
announced that they have entered into a merger agreement for
Mediaplex to become a wholly owned subsidiary of ValueClick.
Under the terms of the agreement, Mediaplex shareholders will
receive .4113 shares of ValueClick common stock for each
share of Mediaplex common stock. The transaction, which is
subject to certain conditions, including Mediaplex stockholder
approval, is expected to close in the third quarter of 2001.

                About Mediaplex, Inc.

Mediaplex, Inc. ( serves the marketing
communications industry with technology solutions for digital
messaging, support services that maximize campaign return, and
infrastructure tools to ensure effective program implementation.
Mediaplex(R) enables marketers to manage, target and distribute
integrated messaging across all digital media. The company's
proprietary MOJO(R) technology platform is unique in its ability
to automatically configure messages in response to real-time
information from a marketer's enterprise data system and to
provide ongoing campaign optimization.

Mediaplex works with advertising agencies and clients that
include America West Airlines, DraftWorldwide and McCann-
Erickson (both members of the Interpublic Group of Companies),
eBay, Wells Fargo,, Publicis & Hal Riney,
Radio Free Virgin, Sony, Organic, TBWA\Chiat\Day, and Young &
Rubicam (including The Digital Edge and Wunderman).

Mediaplex is headquartered in San Francisco, with offices in New
York, Silicon Valley and its subsidiary AdWare in Louisville.

ML CBO: Moody's Lowers Ratings On Three Classes of Notes
Moody's Investors Service has downgraded the ratings of three
classes of Notes issued by ML CBO Series 1997-C-3 and managed by
Conseco Capital Management. Approximately $180 Million of debt
securities are affected.

The downgrades are as follows:

Issuer: ML CBO VII (Cayman) Ltd., Series 1997-C-3

Tranche descriptions:

      * US$ 149,488,046 (initial par was $168,800,00) class A
        floating rate senior secured notes due 2008; from Aa2 to

      * US$ 9,900,000 class B second priority senior secured
        notes due 2008; from Baa3 to B2

      * US$ 20,200,000 class C third senior secured notes due
        2008; from B2 to Ca

The rating agency said that the actions were taken as a result
of continuing par loss and ratings deterioration in the
underlying portfolio, which includes a number of securities that
have defaulted or which are rated Caa1 or lower. Moody's added
that the CBO continues to be in violation of its Class A and
Class B Coverage Tests, despite paying down almost 12% of its
Senior Notes.

MONET GROUP: Judge To Approve Disclosure Statement
Bankruptcy Judge Judith K. Fitzgerald of the U.S. Bankruptcy
Court in Wilmington, Del., is likely to approve Monet Group
Inc.'s disclosure statement by Friday, bringing the company one
step closer to the end of its chapter 11 case, according to Dow
Jones. Judge Fitzgerald said at a hearing Monday that she would
approve the disclosure statement once an amended statement is
submitted to her chambers. The amendments are concerned mainly
with the specific language used in the statement. The New York-
based company's plan confirmation hearing is scheduled for Sept.

Under terms of the plan, Monet Group's prepetition lenders will
receive 62 percent of their roughly $53 million allowed claim,
for a total of $32.9 million. Holders of allowed unsecured
clams, which total $42.1 million, would receive about four
percent of their claims for a total payment of slightly more
than $1.7 million. London Pacific Life & Annuity Co., which has
an unsecured claim of $18.7 million, and CB Capital Investors
L.P., which has a claim of $9 million, will not be compensated.
Equity holders won't receive compensation either. Monet Group, a
costume jewelry designer and marketer, won't exist after the
confirmation. The company filed for chapter 11 bankruptcy
protection on Feb. 26, 2000, listing $86.1 million in assets and
$110.9 million in liabilities. (ABI World, July 17, 2001)

NETCURRENTS INC.: Nasdaq Delists Securities From Trading
NetCurrents, Inc, The Premier Internet Intelligence Agency, was
notified that effective with the open of business on July 17,
2001, the Company's Common Stock and Series A Preferred stock
would be delisted from the Nasdaq SmallCap Stock Market. The
reason for the delisting was the Company's failure to meet the
minimum bid price and net tangible assets requirements of the
Nasdaq Marketplace Rules.

The Company is eligible for quotation on the OTC Bulletin Board
and expects that its ticker symbol will continue to be NTCS.

                      About NetCurrents, Inc.

NetCurrents analyzes communications from a universe of targeted
Internet locations in real-time. The Company provides clients
with critical information and counsel to protect their corporate
images, measure consumers' perceptions and counter
misinformation on the Internet. For more information on
NetCurrents services, visit

NEWCARE: Examiner & Committee Withdraw Disclosure Statement
According to documents obtained by, NewCare
Health Corp. examiner, William Brandt, and the official
committee of unsecured creditors withdrew its Joint Liquidating
Plan of Reorganization at a hearing scheduled to consider
approving the related Disclosure Statement's adequacy.  Brandt
and the committee told the Court that an Amended Plan and
related Disclosure Statement will be filed with the Court on or
before July 25, 2001.  A hearing on the Amended Disclosure
Statement's adequacy is scheduled for August 1, 2001. (New
Generation Research, July 17, 2001)

ONSITE ACCESS: eLink Communications Wins Bid For Primary Assets
eLink Communications Inc., a leading in-building provider of
broadband connectivity and communications services to small and
medium businesses, has received court approval to acquire the
primary assets of OnSite Access Inc., a New York City-based in-
building service provider that is restructuring under Chapter 11
of the U.S. Bankruptcy Code.

A bankruptcy judge in the Southern District of New York last
week approved eLink's bid to acquire OnSite's assets,
encompassing a customer base in 194 wired buildings in the
Washington, DC and New York metropolitan areas--including the
Empire State Building in midtown Manhattan.

The acquisition strengthens eLink's position as a leading
provider of in-building broadband services to multi-tenant
buildings in the two markets.

In a related move, seasoned telecommunications leader John
Prisco has been appointed Chairman, President and Chief
Executive Officer of eLink Communications, Inc. Prisco brings to
eLink more than 20 years of experience in launching new
telecommunications services for Bell Atlantic (now Verizon) and
other diversified technology companies.

"The strategic acquisition of OnSite's assets enables us to
enhance our market position in both New York City and in the
National Capital area, and revenue from the acquisition will
substantially accelerate our path to profitability," Prisco
said. "eLink is already the Washington-area leader in the in-
building services market. By acquiring these high-value assets
from OnSite, we improve upon our already strong position in New
York to become the leader there as well."

OnSite Access is currently operating with approximately $2.5
million in debtor-in-possession financing from eLink. Under
eLink's proposal approved by the court, eLink will acquire a
selected majority of OnSite's assets, including in-building
network infrastructure, property-management contracts and
customer contracts in the New York and Washington, DC-area

Specifically, eLink will acquire the wired infrastructure of 194
buildings in the two metropolitan areas and will provide a full
range of voice and broadband data services to customers within
these buildings. Over the next few months, eLink will integrate
the two companies' operations and service offerings.

The total investment eLink will make to acquire the OnSite
assets will not be known until the acquisition becomes final,
which is expect to occur within 90 days following federal and
state government regulatory approvals.

"This acquisition begins the logical evolution of the in-
building services provider market," Prisco continued. "eLink has
the right combination of low debt load, ready access to capital
resources, a strong track record of execution, a high customer-
retention rate and an evenly measured growth strategy to take
advantage of consolidation opportunities in today's capital-
constrained environment. We are taking advantage of our sound
capital position to dramatically grow our business in cities
with high office density and strong broadband demand, and we are
doing so in the most fiscally conservative manner possible.

"We believe that by acquiring the significant assets and revenue
streams of OnSite and other companies at favorable prices, we
will reach net cash-flow positive status sooner, and tap into
the full profit potential of in-building communications
services," Prisco said. "Small and medium business owners
seeking cost-effective and reliable broadband and
telecommunications services will benefit immensely."

              About eLink Communications Inc.

eLink Communications provides broadband communications services
to small and medium businesses.

eLink partners with commercial building owners and property
managers to wire their buildings with high-speed fiber-optic
infrastructure, in order to offer connectivity solutions to
their tenants, including high-speed Internet access and a wide
range of networking, applications and productivity products and

eLink differentiates itself from other broadband providers
through its CyberSuper(R) program, providing face-to-face
technical support and IT consulting services. eLink, which
operates in New York and Washington, DC, recently closed a $70
million round of private financing from investors that included
Mayfield, CIBC and the Edward P. Bass Group.

OWENS CORNING: Expands DOE Energy Savers Partnership Program
Owens Corning (NYSE: OWC) and the U.S. Department of Energy
(DOE) have expanded their successful Energy Savers Partnership
Program to include a new Energy Savers Home Energy Quiz flyer.

The new Energy Savers Home Energy Quiz flyer is designed to help
homeowners determine their home's current energy-efficiency
level and offers proactive tips to help guide them when making
energy-efficiency improvements.

``Last winter, with energy prices at an all-time high,
homeowners paid nearly double the bills from the previous year
and they may be hit with similar bills again this year,'' said
Glen Hiner, CEO of Owens Corning. ``As Energy Awareness Month
approaches, now is the perfect time for corporations and
organizations to become an Energy Savers partner and educate
their customers about the benefits of energy efficiency.''

The Energy Savers Partnership Program is an economical
alternative for companies and organizations interested in
creating their own energy-efficiency campaign. The pre-designed
marketing program encourages partners to print their logo, toll-
free phone number and Internet address on the Energy Savers
materials, including the new Home Energy Quiz, created by the
DOE and Owens Corning.

To participate in the program, partners simply establish a
hyperlink to the Energy Savers Web site and purchase
customizable reprints of the Energy Savers booklet and other
Energy Savers materials. Since the program started in 1998,
campaign sponsors and partners have printed nearly 1.7 million
Energy Savers booklets.

A 1999 Cone/Roper Survey found that Americans are more likely to
conduct business with companies supporting strong causes such as
energy efficiency. Eighty-three percent of respondents said they
have a more positive image of a company supporting a cause they
care about, and 61 percent of respondents said they believe
cause-related marketing should be a standard business practice.

``In addition to enhancing your company's image, the Energy
Savers Partnership Program helps increase visibility among
existing and potential customers and drives them to your toll-
free number and Internet site,'' said Hiner.

For additional information about participating in the
partnership program, visit the Energy Savers Web site at

Owens Corning is a world leader in building materials systems
and composites systems. The company has sales of about $5
billion and employs approximately 20,000 people worldwide. For
more information, visit Owens Corning's Web site at

PACIFIC GAS: Assumes Waukesha Electric Transformer Contracts
Pacific Gas and Electric Company delivered a number of purchase
orders to Waukesha Electric Systems, Inc., calling for the
manufacture, delivery and commissioning of electrical

The Debtor needs the transformers, Kevin J. Dowd, Director of
Purchasing for PG&E, explains, "to increase transmission
capacity of its distribution substations for the summer months,
when severe shortages of electricity are anticipated. Without
the transformers in place at the substations, customers will be
faced with potential service interruptions this summer due to
the current lack of capacity." Mr. Dows confirms that Waukesha
offers good prices on the equipment and notes that Waukesha
offers PG&E five-year warranties on its products.

Upon assumption of these contracts, PG&E will pay $1,864,698.92
for transformers that have been manufactured but not delivered
and will make $3,141,312.07 of future payments for pending
transformer orders, Janet A. Nexon, Esq., at Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, P.C., representing the
Debtor, and Ronald R. Peterson, Esq., at Jenner & Block, LLC,
representing Waukesha, advise the Court.

Considering the matter ex parte, and noting the consent of the
Creditors' Committee to the request, Judge Montali granted the
Debtor's Motion in all respects. (Pacific Gas Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

PETRO STOPPING: S&P Downgrades Credit Ratings To Low-B's
Standard & Poor's lowered its ratings on Petro Stopping Centers
Holdings L.P. and Petro Stopping Centers L.P.  The ratings were
simultaneously removed from CreditWatch negative, where they had
been placed April 3, 2001.

The outlook is stable.

The rating actions are based on lower than expected operating
performance in 2000 and the first half of 2001 due to increased
diesel fuel prices and a slowing U.S. economy. Standard & Poor's
believes Petro will be challenged to significantly improve
operations through the remainder of 2001 if the U.S economy
continues to slow and diesel fuel pricing remains volatile.

The ratings on Petro reflect the company's participation in the
highly competitive and fragmented truck stop industry, the
volatility of diesel fuel prices, and high debt levels. These
factors are mitigated, somewhat, by Petro's maintenance of a
leading position in the industry.

El Paso, Texas-based Petro is one of the leading operators in
the truck stop industry, with 57 locations in 32 states. The
industry is highly fragmented with the top four chains
controlling about 32% of the market. Although Petro
differentiates itself through quality of service, Standard &
Poor's believes the company's smaller size and lack of national
scope relative to other competitors make it more difficult to
attract truck fleet business. Because of this, the company has
been more affected by the recent economic slowdown in the U.S.
than some of its competitors.

Lease-adjusted EBITDA coverage of interest is in the mid-1 times
(x) area due to volatile diesel fuel prices and a slowdown in
some non-fuel product sales during the first half of 2001.
Standard & Poor's believes these trends could continue through
the remainder of 200l but that cash flow should improve with the
economy, with more stable diesel fuel prices, and as the company
realizes benefits from strategic partnerships, such as with
Volvo Trucks North America.

Total debt to EBITDA is more than 6x. Financial flexibility is
marginal, as the company's $60 million revolver reduces to $25
million in 2002. However, Petro's plan to significantly reduce
capital expenditures due to the slowing economy should help
maintain liquidity at the current rating level.

                    Outlook: Stable

Standard & Poor's believes the company will be challenged to
significantly improve operations in 2001. However, Petro's
satisfactory market position and reduced capital expenditure
plans provide downside protection for the ratings.

    Ratings Lowered and Removed from Creditwatch Negative

      Petro Stopping Centers Holdings L.P.
        Corporate credit rating             B         B+
        Senior unsecured debt               CCC+      B-
      Petro Stopping Centers L.P.
        Corporate credit rating             B         B+
        Senior unsecured debt               B-        B
        Senior secured bank loan            B+        BB-

PLANET POLYMER: Shares Knocked Off Nasdaq
Planet Polymer Technologies Inc. (Nasdaq:POLY), said that
effective at the opening of business on July 18, 2001, its
common stock was delisted from the Nasdaq Small Cap Stock Market
due to non-compliance with Nasdaq's net tangible assets and
minimum bid pricing requirements.

Although the company expects to be traded on the Over-The-
Counter Bulletin Board, there is no assurance that a market will
develop for the common stock.

Richard C. Bernier, president and chief executive officer of the
company, commented, "Although we regret the delisting, we will
continue with our efforts to commercialize Planet's technologies
in the metal injection molding, specialty polymer materials and
agro-technology business initiatives."

Planet Polymer also announced that the company is extending the
Private Placement Offering closing date from Monday, July 16,
2001 to Wednesday, Aug. 15, 2001.

Planet Polymer Technologies Inc. is an advanced materials
company that develops and licenses unique water-soluble polymer
and biodegradable materials with broad applications in the
fields of agriculture, industrial manufacturing and specialty

POLAROID CORPORATION: S&P Further Cuts Debt Ratings To D
Standard & Poor's lowered its corporate credit rating on
Polaroid Corp. to 'D'. In addition, the ratings on both of
Polaroid's $150 million bond issues were lowered to 'D'. The
downgrades follow Polaroid's failure to make scheduled interest
payments on the two bond issues on July 16, 2001. All other
ratings remain on CreditWatch with negative implications and
Standard & Poor's will continue to monitor Polaroid closely.

Ratings Lowered
Polaroid Corp.                              To              From
    Corporate credit rating                  D                CC
    $150 mil. sr. unsecured nts due 2002     D                C
    $150 mil. sr. unsecured nts due 2007     D                C

Ratings Remaining On CreditWatch With Negative Implications

Polaroid Corp.                                  Ratings
    Senior secured bank loan rating                 CC
    Senior unsecured debt                           C

POLAROID: Fitch Drops Senior Unsecured Debt Rating to D From C
Polaroid Corp.'s senior unsecured debt is downgraded to D from C
and its $350 million secured domestic bank facility is lowered
to DDD from CC. On July 16, 2001, Polaroid was in technical
default on its obligations. The company failed to make two
interest payments totaling $11 million due on July 16, 2001 on
$150 million 6 3/4% bonds maturing Jan. 15, 2002 and on $149
million 7 1/4% bonds maturing Jan. 15, 2007.

DDD obligations have the highest potential for recovery, around
90%-100% of outstanding amounts and accrued interest, and D
obligations have the lowest recovery potential, i.e., below 50%.

PSINET INC.: Court Approves Employee Retention Program
To retain the employees whose skills and familiarity with
PSINet, Inc.'s technology, business operations, customers and
other stakeholders are necessary to execute their restructuring
plan and preserve the value of their businesses, the Debtors
sought and obtained the Court's approval of an Employee
Retention and Severance Program.

In the Debtors' estimation, the maximum potential cost of the
Retention Program is approximately $6.0 million, or a net cost
of approximately $3.9 million after eliminating all prepetition
annual cash bonus programs at a cost savings of approximately
$2.1 million over the comparable period.

This cost, the Debtors believe, is more than justified in light
of the potential harm to their businesses and reorganization
efforts that would result from wholesale departures of their

Specifically, the Debtors believe a number of factors have made
the development of an employee retention and severance program

(1) The Debtors have been developing a restructuring plan that
     includes downsizing its workforce and aligning costs with
     its new strategic plan. As a part of these efforts, the
     Debtors have reduced their workforce in the United States by
     more than 400 employees since January 1, 2001 and anticipate
     that further reductions in force will be necessary.

(2) The Debtors have eliminated all prepetition ordinary course
     non-commission-based incentive bonus programs in 2001.

(3) The Debtors believe that the recent market downturn has
     rendered the Debtors' stock options worthless; as a result
     the Debtors can no longer rely on the strength of its common
     stock to motivate or retain employees.

(4) Competition in the labor markets for high technology
     employees remains strong and most of the Debtors' business
     units compete in "knowledge industries" in which earnings
     potential depends substantially on the talent of their

(5) The considerable uncertainty occasioned by the Chapter 11
     filings may further reduce employee morale and potentially
     lead to increased resignations.

(6) The increase in employee responsibilities and other burdens
     resulting from the Debtors' entry into Chapter 11 may lead
     to additional resignations.

Before submitting the motion, the Debtors first discussed the
terms of the Retention Program with the Official Committee of
Unsecured Creditors and believed that the Committee would not
object to the Program.

                   The Retention Program

The Debtors have identified approximately 595 employees for
purposes of determining compensation and providing severance
protection under the Retention Program. These employees include
technical employees, sales force and professionals and
administrative support necessary to complete the various tasks
relating to the Debtors' restructuring efforts.

The Debtors have organized these employees into four tiers:

     Tier    Representative Position    Number of Participants
     ----    -----------------------    ----------------------
     I       Vice President/Director             38
     II      Manager/Professional               149
     III     Technician/Specialist              207
     IV      Associate                          203
             Total                              597

The Retention Program would consist of two components: (1) a
Stay Bonus Program and (2) a Severance Program.

(1) Stay Bonus Program

     Under the Stay Bonus Program, the Debtors would pay a Stay
     Bonus to participants in Tiers I, II and III who remain
     employed full-time from June 1, 2001 through the earlier of:

    (a) the effective date of a confirmed plan of reorganization,

    (b) an Intervening Event (the "Stay Period") which would

          (1) a sale or merger of the company or business unit
              employing the affected employee,
          (2) the liquidation or closing down of the company or
              business unit employing the affected employee or
          (3) termination of employment without cause.

    Participants would earn an ongoing Stay Bonus accrual through
    the earlier of the end of the Stay Period or November 30,
    2001. Although a participant's Stay Period may extend beyond
    November 30, 2001, the participant will not earn any
    additional Stay Bonus accrual beyond this six-month maximum.

    All participants are guaranteed a minimum Stay Bonus equal to
    at least one quarter's accrual, even if an Intervening Event
    ends a participant's Stay Period before the end of the first
    quarter of the Stay Bonus Program (which ends on August 31,

    The amount of the accrued Stay Bonus would be based on a
    percentage of the participant's base salary, depending on the
    participant's tier as follows:

                       Stay Bonus Amounts

       Tier   Percentage of Annual        Maximum Stay Bonus As
              Base Salary Accrued Per     A Percentage of Annual
              Quarter (Minimum            Base Salary (If Stay
              Guaranteed Stay Bonus       Bonus Is Accrued
              Amount)                     Through November 30,

       I      12.50%                      25.00%
       II     10.00%                      20.00%
       III     7.50%                      15.00%
       IV     N/A                         N/A

    One-third of the first quarter accrued Stay Bonus would be
    paid to participants on or about October 1, 2001, and the
    remaining two-thirds would be deferred until the end of the
    Stay Period. Deferred amounts and any additional accrued Stay
    Bonus amounts would be paid within 14 business days of the
    close of the Stay Period. If an Intervening Event (including
    termination without cause) ends a participant's Stay Period
    prior to the interim Stay Bonus payment on October 1, 2001,
    all accrued and guaranteed Stay Bonus amounts would be paid
    to the participant within 14 business days of the close of
    the participant's Stay Period.

    Employees who voluntarily resign or who are terminated for
    cause will forfeit any accrued or guaranteed but unpaid Stay
    Bonus amounts. New hires or promoted employees who replace
    Stay Bonus participants may, at the Debtors' discretion, also
    participate in the Stay Bonus Program on a pro rata basis,
    provided their participation would not increase the cost of
    the Retention Program beyond its maximum budget of $6

(2) Severance Program

     Under the Severance Program, the Debtors would continue to
     maintain during the postpetition period their prepetition
     severance practice of offering four weeks' base salary,
     except for participants in Tier 1, who would be offered
     eight weeks' base salary.

     All full-time employees in Tiers I, II, III and IV would
     participate in the Severance Program and would be entitled
     to severance benefits in the event of termination of
     employment without cause.

     Termination without cause would be deemed to include loss of
     employment as the result of a decision to close or liquidate
     the company or business unit employing the affected
     employee, but would not include a change of control in such
     company or business unit. Employees would not be eligible
     for continuing health and welfare benefit continuation
     beyond the first pay period following termination, except to
     the extent otherwise required by COBRA. Employees would not
     be required to mitigate severance benefits.

           Limit on Payment of Both Stay Bonus and Severance

Participants in the Stay Bonus Program who are terminated
without cause would not be paid both the Stay Bonus and their
Severance Program benefits in full. Instead, such participants
would be entitled only to the greater of:

(1) their accrued or guaranteed Stay Bonus, reduced by any
     interim Stay Bonus payments already received or

(2) their severance (four or eight weeks' base salary, depending
     on their tier).

        Maximum Potential Cost of the Retention Program

The Debtors estimate that the maximum potential cost of the
Retention Program is approximately $6.0 million. In terms of
comparison, the Debtors estimate that their prepetition ordinary
course incentive bonus programs -- which the Debtors have
entirely eliminated -- would have cost approximately $0.35
million per month or approximately $2.1 million over the same
sixmonth period from June 1 to November 30, 2001.

Therefore, the maximum net cost of the Retention Program is
approximately $3.9 million.

The Debtors believe that the cost of the Retention Program is
more than justified in light of the potential harm to their
businesses and reorganization efforts that would result from
wholesale departures of the Debtors' employees. (PSINet
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ROWE COMPANIES: Stung by Homelife, Revises 2Q Operating Results
The Rowe Companies (NYSE: ROW), a leading furniture manufacturer
and retailer, reported revisions to operating results for the
second quarter ended June 3, 2001.

On July 11, 2001, Homelife Furniture Corporation, one of Rowe
Furniture's largest customers in recent years, announced it was
closing its doors and on July 16, 2001, filed for bankruptcy
under Chapter 11. As a result, the company has revised its
previously reported results for the three and six months ended
June 3, 2001 to reflect the expected impact of this development.
The company said it would release its Quarterly Report on Form
10-Q for the period ended June 3, 2001, on July 18, 2001, which
will include these revisions. The company anticipates that loss
per share for the three months ended June 3, 2001, previously
reported as $(0.17) per share, will increase to $(0.37) per
share. Loss per share for the six months ended June 3, 2001,
will also increase, from the previously reported $(0.23) per
share, to $(0.43) per share.

The Rowe Companies is comprised of Rowe Furniture, Inc., a major
manufacturer of quality upholstered furniture; The Mitchell Gold
Co., an upholstered furniture manufacturer serving some of the
nation's leading specialty retailers; Storehouse, Inc., a 43-
store retail furniture chain; and Home Elements, Inc., a 19-
store specialty retail furniture group.

SAFETY-KLEEN: Sells Charlotte Property To 220 Pennsylvania
Safety-Kleen Corporation, joined by the remaining debtors and
acting through Gregg M. Galardi of the Wilmington, Delaware firm
of Skadden, Arps, Slate, Meagher & Flom LLP, bring a Motion
seeking Judge Walsh's approval for Safety-Kleen Oil Services,
Inc., to sell its interest in real property located in
Charlotte, North Carolina, to 220 Pennsylvania LLC, or the
successful bidder, free and clear of all liens, claims and
encumbrances. In addition, the Debtors ask that Judge Walsh
determine that the sale is free and clear of any stamp,
transfer, recording or similar tax, and authorizing the payment
of a broker's fee of 6% of the purchase price to Commercial
Carolina Corporation.

No Use for the Property

The Debtors tell Judge Walsh that, as part of their plan to
restructure their operations, they have begun to identify and
divest themselves of underperforming or non-core assets. Toward
that end, the Debtors have determined that the Charlotte
property is not essential to SK Oil Services' reorganization.
The Charlotte property consists of a building containing
approximately 3,100 square feet, and personal property used in
the operation of the building, including, but not limited to,
fixtures, furniture, machinery and supplies. The Charlotte
Property is located at 220 Pennsylvania Avenue, in the City of
Charlotte, Mecklenburg County, North Carolina. This property was
formerly occupied by the Seller and used as a divisional sales
office. At present, however, the Seller is not using the
property and it remains vacant, and neither the Seller nor the
other Debtors intend to occupy or otherwise use the Charlotte
Property in the foreseeable future. In the meantime, however,
the Seller remains liable for carrying costs associated with
this property, such as taxes and insurance. Since neither the
Seller nor any of the other Debtors are deriving any benefit
from this property, the Debtors believe that a sale of the
property will maximize its value for the benefit of these
estates and their creditors.

                        The Sale Terms

The Debtors propose that SK Oil Services convey its interest in
the Charlotte property to the Purchaser, for which the Purchaser
will pay Systems the sum of $105,000 in cash. Upon execution of
the Sale Agreement, the Purchaser paid $1,000 into escrow, to be
applied to the Purchase Price. The balance of the Purchase Price
is to be paid upon closing.

The Closing Date must be in July 2001, and the Buyer has access
to the Charlotte property for inspection up to July 25, 2001.
The Seller will pay all real estate and personal property ad
valorem taxes levied and assessed against the Charlotte Property
for the years before the calendar year of closing, but only to
the extent permitted by the Bankruptcy Code.

The Debtors are soliciting higher and better bids for the
Charlotte property. A qualifying higher offer must be a minimum
of $115,000 - $10,000 higher than the purchase price at present,
and must propose a form of sale agreement whose terms are equal
to or more satisfactory than that from the Purchaser. If the
Debtors receive a timely higher offer, they will conduct an
auction at the office of Skadden, Arps in Wilmington, Delaware.
Bids will be made in increments of $5,000 until such time as the
buyers have submitted their highest and final bids. If no higher
or better bids are received, the Debtors will report the same to
the Court and proceed with the sale to the Purchaser. If the
Debtors receive one or more higher and better bids, and conduct
an auction sale of the Charlotte property, the Debtors will
notify the Court of the results of the auction and request
authorization to proceed with a sale to the successful bidder.
The Debtors ask that, in the event that the Seller and any
successful bidder are for any reason unable to consummate the
sale, the Seller be authorized, without further notice or a
hearing, to sell the Charlotte property to the bidder having
submitted the next highest or best offer.

The Debtors reserve the right to determine, in their sole
discretion, after consultation with the Creditors' Committee,
which offer, if any, is the highest or best offer, and to reject
any offer at any time prior to entry of an order of the Court
approving an offer, including any offer which the Debtors deem
to be inadequate or insufficient, or not in conformity with the
requirements of the Bankruptcy Code, the Bankruptcy Rules, or
the terms of this sale, or otherwise contrary to the best
interests of these estates and their creditors.

The proceeds of the sale will be applied in accordance with the
terms of the credit agreement governing the Debtors DIP
facility. The Debtors will record and account for such proceeds
on Systems' books and records, on a non-consolidated basis, so
that the proceeds may be readily traced, if necessary.

The Debtors believe that any delay will jeopardize the Seller's
ability to realize that value, which the Debtors describe as
fair and reasonable. Prior to entering into this sale agreement,
the Debtors, together with Commercial Carolina Corporation,
through Cushman and Wakefield of Atlanta, marketed the Charlotte
property by posting a "for sale" sign on the property,
distributing brochures to the community, and listing the
property on commercial listing databases. The offer from the
Purchaser is the highest and best received to date and the
Debtors believe it is extremely unlikely that additional
marketing would result in significantly greater net proceeds to
the Seller's estate. In addition, this sale is subject to
competing bids, thus ensuring that the Seller will receive the
highest or best value for the property.

The proposed sale has been negotiated in good faith, the Debtors
assure Judge Walsh. There is no connection or affiliation
between the Purchaser and the Debtors, and the ability of third
parties to make higher or better bids ensures that the Purchaser
has not exercised any undue influence over Systems or the

The Debtors tell Judge Walsh they do not believe that any party
holds an interest in the Elgin property. If and to the extent
that the Debtors identify any party which does hold such an
interest, The Debtors will obtain all necessary consents prior
to the sale hearing, if any.

                          Tax Relief

The Third Circuit Court of Appeals has held that sales which are
outside of, but which are in furtherance of, the effectuation of
a plan of reorganization may not be taxed under any law imposing
a stamp or similar tax. The Debtors are seeking approval of this
sale to, among other things, facilitate the formulation and
ultimate confirmation of a plan of reorganization that will
yield the highest possible return to the Debtors' creditors.
Therefore, the sale of the Charlotte Property is a necessary
step toward a reorganization plan, and accordingly should be
exempt from any stamp or similar tax, and have provided
notice of this request to all relevant taxing authorities.

                  The Broker's Fee

It is normal and customary in this type of transaction, the
Debtors assure Judge Walsh, for the selling party to pay a
brokerage fee or commission. The ability of the debtor to offer
such a fee allows a debtor to sell its property for the benefit
of the estate and its creditors. Here, CCC assisted the Debtors
in their marketing with respect to the Charlotte Property by
advertising the property as indicated. The Debtors believe that
payment of a broker's fee of 6% of the purchase price, or
$6,300, is warranted under the circumstances, particularly in
light of the efforts undertaken by CCC to facilitate the sale of
this property. Accordingly, the Debtors ask that Judge Walsh
permit the payment of the broker's fee on the closing of the
sale of the Charlotte property.

                 Judge Walsh Says "Okay"

Agreeing with the Debtors' arguments, Judge Walsh grants all
relief as requested and approves payment of the broker's fee.
(Safety-Kleen Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

SERVICE MERCHANDISE: Karen Earsing Moves To Lift Automatic Stay
Service Merchandise Company, Inc. is named as one of the
multiple defendants in an action instituted in the Supreme Court
of Erie County in the State of New York by Karen Earsing,
individually and as parent and natural guardian of Bryan
Earsing, an infant, and Bryan Earsing, individually.

Plaintiff seeks damages in excess of $50,000,000 arising from
serious personal injuries sustained in an accident that occurred

The movants believe that the Debtor has insurance coverage that
will apply to at least part of any judgment obtained. The
movants seek relief from the Bankruptcy Court:

      (A) That the automatic stay of 11 U.S.C. section 362 be
lifted so that the movants can liquidate their claim against the
Debtor in the pending state court litigation;

      (B) That the automatic stay of 11 U.S.C. section 362 be
lifted for the further purpose of allowing the movant to
establish and recover a judgment against any applicable
insurance carrier, which would not be paid from property of the

      (C) For an Order requiring the Debtor to identify its
insurance carrier and provide all relevant policy information to

                 The Debtor's Response

The Debtor admits that Karen Earsing filed a civil action in the
Supreme Court of Erie County in the State of New York,
purportedly as guardian for Bryan Earsing, naming the Debtor and
others as defendants, seeking damages in excess of $50,000,000
arising from alleged serious personal injuries allegedly
sustained in a prepetition accident.

The Debtor admits that it has self-insured retention for the
first $250,000 in general liability claims and has general
liability insurance coverage only to the extent that the
Debtor's liability for a claim exceeds $250,000. Therefore, the
Debtor affirmatively asserts that it will be liable for the
first $250,000 of any judgment rendered against it.

The Debtor resists and objects to the relief requested because
the Debtor does not agree that vacating the stay to permit the
Movant to proceed in the non-bankruptcy litigation will not
affect the SMCO bankruptcy estates. Rather, the Debtor asserts
that "lifting the stay at this time to allow this and/or other
claimants to pursue litigation against the Debtor outside
bankruptcy would significantly prejudice the Debtor's estate by
requiring both administrative and human capital and would
interfere with the bankruptcy proceedings. The Debtors deny that
cause exists for the relief requested by the movant.

Therefore, the Debtor requests that the Court deny the relief
requested in the motion. (Service Merchandise Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)

SOURCE MEDIA: Suspends Preferred Stock Dividend Payment
Source Media, Inc. (OTC Bulletin Board: SRCM), a leading
provider of interactive digital cable TV applications and audio
and text applications for all digital media platforms, said that
it would suspend payment of the quarterly dividend on its 13
1/2% Senior Payment-in-Kind Preferred Stock scheduled to be paid
on August 1, 2001. As provided by the terms of the PIK Preferred
Stock, unpaid dividends will continue to accrue until paid.
Source Media is taking this action in light of its obligations
to holders of its 12% Senior Secured Notes and its ongoing
restructuring efforts.

Source Media also announced the suspension of its Employee Stock
Purchase Plan in connection with its ongoing restructuring
efforts and due to excessive costs in administering the plan.

Source Media is continuing to analyze its strategic alternatives
and options, in cooperation with the holders of the Notes.
Source Media is continuing to operate its business as usual.

Source Media is a leader in the development, production and
distribution of new media content. Source Media's interactive TV
business is conducted through SourceSuite LLC, a 50/50 joint
venture with Insight Communications, which is managed by Source
Media. SourceSuite's products are SourceGuide, an interactive
program guide and LocalSource, a local interactive programming
service. Source Media's IT Network is the leading creator of
private label audio and text content. This content is designed
for universal distribution and access across all platforms,
including voice portals, wireless and wireline telephone,
Internet and digital cable television. For further information,
please visit our website at

STERLING CHEMICALS: Chapter 11 Case Summary
Lead Debtor: Sterling Chemicals Holding Inc.
              dba Sterling Chemicals Inc
              1200 Smith St Ste 1900
              Houston, TX 77002

Debtor affiliates filing separate chapter 11 petitions:

              Sterling Chemicals Inc.
              Sterling Fibers Inc.
              Sterling Chemicals International Inc.
              Sterling Canada Inc.
              Sterling Pulp Chemicals US Inc.
              Sterling Pulp Chemicals Inc.

Chapter 11 Petition Date: July 16, 2001

Court: Southern District of Texas (Houston)

Bankruptcy Case Nos.: 01-37805 through 01-37812

Judge: William R. Greendyke

Debtors' Counsel: D J Baker, Esq
                   Skadden Arps et al
                   Four Times Sq
                   Rm 46-416
                   New York, NY 10036


                   Gregg M. Galardi, Esq.
                   Skadden Arps et al
                   PO Box 636
                   Wilmington, DE 19801

SUNBEAM CORP.: Plan Confirmation Hearing Postponed To Sept. 10
Sunbeam Corp. announced that its chapter 11 reorganization plan
confirmation hearing has been postponed until Sept. 10 so the
company can "evaluate current business operations" and finalize
exit financing, according to Dow Jones. The company said that
the additional time will allow its official unsecured creditors'
committee "a fuller opportunity to understand the plan and the
valuation of the debtor" as well as to complete certain
investigations in connection with the plan.

Sunbeam has asked the court for an extension of its exclusive
period to seek votes for its plan. The company's exclusivity is
set to expire Aug. 5. The voting deadline has already been
extended to Aug. 31 from June 28. A hearing on the request to
extend the exclusive vote solicitation period is set for July 31
before the U.S. Bankruptcy Court in Manhattan. Objections are
due July 27. The Boca Raton, Fla.-based Sunbeam and its
affiliates filed for chapter 11 bankruptcy protection on Feb. 6.
In a separate incident, Sunbeam Corp.'s situation worsened
yesterday after it was revealed that creditors filed a lawsuit
against an underwriter of the appliance maker's bonds and a
report about previously undisclosed aspects of former chief
executive Al Dunlap's career, Reuters reported. A committee of
unsecured creditors filed the suit in a New York federal
bankruptcy court on Friday. The suit accused Morgan Stanley of
underwriting $750 million in Sunbeam bonds, despite knowledge
that the company was in deeper financial trouble than was
publicly revealed. The suit seeks priority for bondholders in
the queue of creditors, ahead of Sunbeam's bank lenders.
Separately, The New York Times reported that Dunlap failed to
tell Sunbeam that he faced allegations of fraud much earlier in
his career in a parallel of accusations related to his time at
Sunbeam that the Securities and Exchange Commission is currently
investigating. In a statement, Sunbeam called the news
"troubling." Sunbeam filed for chapter 11 bankruptcy protection
in February. (ABI World, July 17, 2001)

TELESYSTEM: Moody's Cuts Senior Discount Notes' Rating to Ca
With approximately $547.0 million of debt securities affected,
Moody's Investors Service lowered the two senior discount note
issues of Telesystem International Wireless (TIW) to Ca from
Caa1. The action follows the company's recently announced
exchange offer whereby holders of the existing senior discount
notes will be offered a combination of cash and new notes with a
value substantially below the accreted value of the existing
notes (approximately $480 million), Moody's said.

TIW is headquartered in Montreal. TIW is a holding company for
wireless operations in Western Europe, Brazil, and Central and
Eastern Europe.

TREND-LINES INC.: BofA Moves To Convert Case To Chapter 7
According to documents obtained by, Bank of
America, N.A. as agent for Foothill Capital Corporation and
Transamerica Business Capital Corporation as successor to
Transamerica Business Credit Corporation filed a motion seeking
a U.S. Bankruptcy Court order converting Trend-Lines, Inc.'s
Chapter 11 reorganization case to a Chapter 7 liquidation. (New
Generation Research, July 17, 2001)

USG CORP.: Seeks Authority To Pay Prepetition Trust Fund Taxes
USG Corporation collects trust fund taxes from their employees
or customers in the ordinary course of their businesses. The
taxes are held for a period of time before being remitted to the
appropriate taxing authorities.

The Debtors collect sales and use taxes from certain customers
for remittance to state or local Taxing Authorities. The Debtors
withhold certain taxes, like FICA and Medicare, taxes from
employee paychecks and remit them to federal, state or local
Taxing Authorities as appropriate.

The Debtors seek authority to pay Trust Fund Taxes collected
prior to the Petition Date, but not yet remitted by the Debtors
to the appropriate Taxing authority in order to avoid the
disruption to their efforts to reorganize that the nonpayment of
those taxes would create. The Debtors believe it would be
distracting to the Debtors' officers and directors to be liable
for the nonpayment of the taxes.

The Prepetition trust Fund Taxes that have been collected or
withheld by the Debtors are placed in trust for the benefit of
the third parties who are owed payment or on behalf of whom
payment is made. Since the Prepetition Trust Fund Taxes are not
the property of the Debtors' estates within the meaning of
section 541 of the Bankruptcy Code. Citing Begier v. Internal
Revenue Service, 496 U.S. 53, 55-56, 59-61, 66-67 (1990) which
states "taxes such as excise taxes, FICA, taxes and withholding
taxes are property held by the debtor in trust for another and,
as such, do not constitute property of the estate.", the Debtors
illustrate that the Prepetition Trust Fund taxes are held in
trust on behalf of others and do not constitute property of the
Debtors' estates. As such, these amounts will not be available
to the Debtors' estates or creditors. So, the payment of the
Prepetition trust Fund Taxes will not have an adverse affect on
the Debtors' estates and creditors and is warranted.

It is possible that state and local Taxing Authorities could
impose personal liability on the officers and directors of the
entities responsible for collecting trust Fund taxes if the
taxes are collected but not remitted. The officers and directors
could be subject to lawsuits or even criminal prosecution during
the chapter 11 cases. Again, this would create a distraction for
the officers and directors when they need to be focused on
business operations and creating a viable reorganization plan.
The Taxing Authorities could also decide to audit the Debtors if
the Prepetition Trust Fund taxes are not paid, a further
possible disruption and draining of resources from the process
of reorganization.

The Debtors attempted to pay most sales and use taxes in full
prior to the Petition Date by (a) calculating the amount of
sales, use and similar taxes collected on behalf of customers
through June 1, 2001;(b) estimating the amount of sales taxes
that would be collected on behalf of customers from June 1, 2001
through the Petition Date;(c) remitting checks or wiring funds
for the foregoing amounts, representing estimated sales tax
liability for the period through the Petition Date, to the
applicable Taxing Authorities. The Debtors reserve the right to
dispute liability and will seek a refund for any overpayment.

The Debtors also tried to pay most of the withholding taxes
prior to the Petition Date by(a) calculating the amount of
income, FICA and Medicare taxes withheld through June1, 2001 (b)
estimating the amount of such taxes that would be withheld from
June 1, 2001 through the Petition Date; and(c)remitting checks
or wiring funds for the foregoing amounts, representing the
estimated amount of income, FICA, and Medicare taxes withheld
for the period through the Petition Date, to the applicable
Taxing Authorities. The Debtor, again, reserve the right to
dispute such liability and seek a refund of any overpaid amount.

The Debtors believe it is likely there will only be small
amounts of money owing on account of prepetition Trust Fund
Taxes. But the Debtors do not know which checks remitted to the
Taxing Authorities cleared prior to the Petition Date, and any
estimations they may provide may prove to be inaccurate.

In light of the importance of the relief, the Debtors request
the authority to pay any outstanding Prepetition Trust Fund
Taxes. The Debtors estimate their obligations for the
Prepetition Trust Fund Taxes stand at $2,500,000, believed to be
mainly sales and taxes collected on behalf of customers. The
Debtors also have cash reserves available to pay all remaining
Prepetition Trust Fund Taxes in the ordinary course of business.
The Debtors remind the Court that similar requests for relief
have been granted in other chapter 11 cases in the District.

The Debtors also request that banks and other financial
institutions be authorized and directed to receive, process,
honor and pay any checks drawn on the Debtors' account to pay
the Prepetition Trust Fund Taxes, whether the checks were
presented prior to or after the Petition Date, so long as
sufficient funds are available in the appropriate accounts to
make payments and the Debtors specifically indicate which checks
to honor with respect to checks drawn or presented prior to the
Petition Date. The Debtors reserve the right to contest the
validity or amount of Prepetition Trust Fund Taxes that may be
due to a Taxing Authority.

The Debtors ask Judge Farnan to an order authorizing them, in
their sole discretion, to pay the Prepetition Trust Fund Taxes
in the ordinary course of their businesses. (USG Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-

VLASIC FOODS: Abraham Little Asks For Relief From Automatic Stay
When he was still employed with Vlasic Farms Inc. and/or
Campbell's Fresh, Inc. at the Jackson County facility in Ohio,
Abraham King was seriously injured after he fell from a
deteriorated catwalk in the factory. James P. Hall, Esq., at
Phillips, Goldman & Spence, in Wilmington, Delaware, insists
that the Debtors knew the dangerous condition of the catwalk.
This led Mr. King to file a suit against the Vlasic Foods
International, Inc. Debtors in the Court of Common Pleas for
Jackson County, Ohio about two years later. The case is known as
Abraham Little v. Vlasic Farms, Inc. and Campbell's Fresh Inc.,
and c. James Conrad, and John Doe I though X, Case No. 00-WC-
004. Mr. Hall argues that the Debtors have sufficient insurance
coverage to defend Mr. King's claim.

By motion, Mr. King asks Judge Walrath to grant him relief from
the automatic stay in order to perfect and liquidate his claims
against the Debtors, its insurance companies and other Debtor-
affiliates as may be appropriate. According to Mr. Hall, there
is no reason for the court not to modify the automatic stay to
allow the state court action to continue as long as the
proceedings do not prejudice the bankruptcy estate. Besides, Mr.
Hall notes, the relief requested would not entitle Mr. King to
collect upon any ultimate judgement against one or more of the
Debtors. To the extent he reduces his claims to a judgement, Mr.
King plans to seek further relief from this Court to collect
upon that judgement. (Vlasic Foods Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

WARNACO GROUP: Court Okays Professional Compensation Procedures
The Warnaco Group, Inc. sought and obtained the Court's
authority to establish procedures for monthly compensation and
reimbursement of professionals specifically retained in these
Chapter 11 cases.

Kelley A. Cornish, Esq., at Sidley Austin Brown & Wood, explains
the procedures require the presentation of a detailed statement
of services rendered and expenses incurred by each professional
for the prior month.  If no timely objection is filed, Ms.
Cornish says, the Debtors must pay 80% of the amount of fees
incurred for the month, with a 20% holdback, and 100% of
disbursements for the month.  These payments are subject to the
Court's subsequent approval as part of the normal interim fee
application process.

To avail of the monthly payment of compensation and
reimbursement of expenses, professionals must follow these

       (a) On or before the 20th day of each month following the
month for which compensation is sought, each professional shall
serve a monthly statement (by hand or overnight delivery) to:

            (i) Stanley P. Silverstein, Esq., the officer
                designated by the Debtors to be responsible for
                such matters;

           (ii) Sidley Austin Brown & Wood, Attn: Kelley A.
                Cornish, Esq.;

          (iii) the Office of the United States Trustee;

           (iv) Shearman & Sterlin, Attn: James L. Garrity, Jr.,
                Esq., Counsel for the Pre-Petition Lenders;

            (v) Weil, Gotshal & Manges LLP, Attn: Marcia L.
                Goldstein, Esq., Counsel for the Post-Petition

           (vi) Counsel to all statutory committees appointed in
                these cases; and

          (vii) such other persons as the court may designate.

       (b) The monthly statement need not be filed with the Court
and a courtesy copy need not be delivered to the presiding
Judge's chambers because this Order is not intended to alter the
fee application requirements outlined in sections 330 and 331 of
the Bankruptcy Code and because professionals are still required
to serve and file interim and final applications for approval of
fees and expenses in accordance with the relevant provisions of
the Bankruptcy Code, the Federal Rules of Bankruptcy procedure
and the Local Rules for the United States Bankruptcy Court,
Southern District of New York, other than as specifically set
forth herein.

       (c) Each monthly fee statement must contain a list of the
individuals and their respective titles (e.g., attorney,
accountant, or paralegal) who provided services during the
statement period, their respective billing rates, the aggregate
hours spent by each individual, a reasonably detailed breakdown
of the disbursements incurred (no professional should seek
reimbursement of an expense that would otherwise not be allowed
pursuant to the Court's Administrative Orders dated June 20,
1991 and April 19, 1995 or the United States Trustee Guidelines
for Reviewing Applications for Compensation and Reimbursement of
Expenses filed under section 330 of the Bankruptcy Code and
dated January 30, 1996), and contemporaneously maintained time
entries for each individual in increments of tenths (1/10) of an

       (d) Each party receiving a statement shall have 30 days
after its receipt to review it and, in the event that such party
has an objection to the compensation or reimbursement sought in
a particular statement, the objecting party shall meet with or
contact the professional person whose statement is at issue and
attempt to reach an agreement regarding the correct payment to
be made; provided, however, that if an agreement cannot be
reached or if no meeting or discussion takes place, the Debtors'
or Creditors' Committee, as the case may be, shall, not later
than 30 days from such party's receipt of the statement, serve
upon the professional whose statement is objected to, and the
other persons designated to receive statements in paragraph (a),
a written "Notice of Objection To Fee Statement", setting forth
the nature of the objection and the amount of fees or expenses
at issue;

       (e) At the expiration of the 30-day period, the Debtors
promptly pay 80% of the fees and 100% of the expenses identified
in each monthly statement, as to which no objection has been
served in accordance with paragraph (d);

       (f) If the Debtors receive an objection to a particular
fee statement, they shall withhold payment of that portion of
the fee statement to which the objection is directed and
promptly pay 80% of the remainder of the fees and 100% of the

       (g) If the parties to an objection are able to resolve
their dispute following the service of a Notice of Objection to
Fee Statement, and if the party whose statement was objected to
serves on all of the parties listed in paragraph (a) a statement
indicating that the objection is withdrawn and describing in
detail the terms of the resolution, then the Debtors shall
promptly pay, in accordance with paragraph (e), that portion of
the fee statement that is no longer subject to an objection;

       (h) All objections that are not resolved by the parties
shall be preserved and presented to the Court at the next
omnibus, interim or final fee application hearing;

       (i) The service of an objection in accordance with
paragraph (d) shall not prejudice the objecting party's right to
object to any fee application made to the Court in accordance
with the Bankruptcy Code on any ground, whether raised in the
objection or not.  Furthermore, the decision by any party not to
object to a fee statement shall not be a waiver of any kind or
prejudice that party's right to object to any fee application
subsequently made to the Court in accordance with the Bankruptcy

       (j) Approximately every 120 days, but no more than every
150 days, each of the professionals shall serve and file with
the Court an application for interim Court approval and
allowance, pursuant to section 331 of the Bankruptcy Code (as
the case may be), of the compensation and reimbursement of
expenses requested, the first of which shall be filed on or
about November 20, 2001 and shall cover the period from the
commencement of these cases through October 31, 2001.

       (k) Any professional who fails to file an application
seeking approval of compensation and expenses previously paid
under this order when due:

            (1) shall be ineligible to receive further monthly
                payments of fees or expenses as provided herein
                until further order of the Court, and

            (2) may be required to disgorge any fees paid since
                retention or the last fee application, whichever
                is later.

       (l) The pendency of an application for a court order that
payment of compensation or reimbursement of expenses was
improper as to a particular statement shall not disqualify a
professional from the future payment of compensation or
reimbursement of expenses as set forth above, unless otherwise
ordered by the Court.

       (m) Neither the payment of, nor the failure to pay, in
whole or in part, monthly interim compensation and reimbursement
as provided herein shall have any effect on this Court's interim
or final allowance of compensation and reimbursement or expenses
of any professionals,

       (n) Counsel for each official committee may, in accordance
with the foregoing procedure for monthly compensation and
reimbursement of professionals, collect and submit statements of
expenses, with supporting vouchers, from members of the
committee he or she represents; provided, however, that such
committee counsel ensures that these reimbursement requests
comply with the Court's administrative orders dated June 20,
1991 and April 19, 1995.

Each professional may seek, in its first request, compensation
for work performed and reimbursement of expenses incurred during
the period beginning on the date of the professionals' retention
and ending on July 31, 2001.

All payments to professionals must be included in the Debtors'
monthly operating reports.  The report must be detailed so as to
state the amount paid to each of the professionals.

Any party may object to requests for a monthly payment on the
grounds that the Debtors have not timely filed monthly operating
reports, remained current with their administrative expenses and
28 U.S.C. Section 1930 fees, or a manifest exigency exists by
seeking further order of this Court.

The notice of a hearing to consider interim applications shall
be limited to:

       (i) the Office of the United States Trustee for this

      (ii) counsel to the agent for the Debtors' pre-petition
           secured lenders,

     (iii) each of the Debtors' pre-petition secured lenders,

      (iv) counsel to the agent of the Debtors' post-petition
           secured lenders,

       (v) each of the Debtors' post-petition secured lenders,

      (vi) counsel for any creditors' committee, when appointed;

     (vii) all other parties that have filed a notice of
           appearance and/or requested notice in these Chapter 11

The Debtors believe these procedures for compensation and
reimbursement of expenses will enable all parties to closely
monitor the costs of administration, maintain a level cash flow
and implement efficient cash management procedures. (Warnaco
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

WHEELING-PITTSBURGH: Enters Into Lease With Maxim Crane Works
Wheeling-Pittsburgh Steel Corporation asks Judge Bodoh to
authorize it to enter into a lease agreement with Anthony Crane
Rental, LP dba Maxim Crane Works for the lease of cranes and
manlifts.  WPSC tells Judge Bodoh that cranes and manlifts are
regularly used to lift heavy pieces of equipment and other heavy
items in order to main WPSC's facilities and conduct needed
capital improvements.  Manlifts are elevated mobile platforms
that provide a safe structure for plant personnel performing
work above forty feet.  The manlifts expedite the safe
performance of work at elevated heights and are required under
various OSHA rules.  In its experience, WPSC has determined that
it makes better business sense to lease this equipment than to
purchase it.

                       The Lease Agreement

WPSC proposes to enter into a lease agreement with Maxim to
lease cranes and manlifts as needed.  The lease agreement does
not require any minimum number of rentals, and is for a period
of 265 days. Specific lease periods for individual pieces of
equipment will be set out in the invoices for the equipment.
Rent is determined on either an hourly, monthly, weekly or daily

                                                      Freights &
  Equipment                  Daily   Weekly   Monthly   Permits
  ---------                  -----   ------   -------  ----------
Carry Deck 8.5 ton crane     $208.33  $625.00  $1,875    $200.00
Carry Deck 15 ton crane       230.00   890.00   2,070     200.00
Rough terrain 15 ton crane    227.33   682.00   2,046     200.00
Rough terrain 18 ton crane    234.67   704.00   2,112     250.00
Rough terrain 20 ton crane    256.67   770.00   2,310     250.00
Rough terrain 22 ton crane    262.56   787.87   2,383     250.00
Rough terrain 25 ton crane    285.67   855.00   2,565     250.00
Rough terrain 27.5 ton crane  300.00   900.00   2,700     250.00
Rough terrain 28 ton crane    315.00   945.00   2,835     250.00
Rough terrain 30 ton crane    342.00 1,026.00   3,078     300.00
Rough terrain 35 ton crane    463.89 1,319.67   4,175     300.00
Rough terrain 40 ton crane    483.89 1,451.67   4,355     300.00
Rough terrain 45 ton crane    497.56 1,492.87   4,478     400.00
Rough terrain 50 ton crane    552.78 1,658.33   4,975     400.00
Rough terrain 65 ton crane    737.56 2,212.67   6,638     700.00
Rough terrain 75 ton crane    901.44 2,704.33   8,113   2,000.00
Rough terrain 80 ton crane    996.67 2,990.00   8,970   2,250.00
Rough terrain 90 ton crane  1,338.89 4,166.67  12,500   2,500.00
30 Feet Manlift                96.00   288.00     864     100.00
40 Feet Manlift               115.89   347.67   1.043     100.00
45 Feet Manlift               126.67   380.00   1,140     100.00
50 Feet Manlift               139.33   418.00   1,254     150.00
60 Feet Manlift               175.00   525.00   1,575     150.00
66 Feet Manlift               194.44   583.33   1,750     150.00
80 Feet Manlift               396.67 1,190.00   3,570     150.00
90 Feet Manlift               607.00 1,821.00   5,463     300.00
106 Feet Manlift              712.56 2,137.67   6,413     300.00
110 Feet Manlift              738.89 2,216.67   6,650     300.00
120 Feet Manlift              897.22 2,691.67   8,075     300.00
126 Feet Manlift              944.44 2,833.33   8,500     300.00

Thus the rental amounts range from an hourly rate of $66.72 for
an 8-ton crane, to $129,910.88 monthly rate for a 1,000-ton
crane.  The lease agreement provides that the monthly rate is
based on equipment use of 176 hours per month; the weekly rate
is based upon equipment use of 40 hours per week; and the daily
rate is based upon equipment use of 8 hours per day.  The lease
agreement also sets forth a formula for determining excess
chares for equipment use that exceeds the total hours for a
given rate.  Excess hours for any period will be calculated
based on a formula stated as: Excess charge equals applicable
rate (monthly, weekly, daily) times the period.  For example 15
excess hours during one month while the equipment is rented on a
monthly basis would be calculated as the applicable rate times

Rental amounts are not subject to any deductions on account of
any non-working time of the equipment.  Second and third-shift
equipment rates for only 165-ton for hydraulic truck cranes and
smaller cranes only rental rates will be charged at 50% of the
first shift "equipment rental only".

All rental invoice terms will be net 30 days from the date of
the invoice.  The lease agreement also provides that Maxim may
impose a monthly finance charge of 1.5% of the unpaid balance of
any invoice that is not paid within 30 days.

The lease agreement provides for bare rentals of equipment, and
for rentals of equipment with operators from Maxim.  For bare
rentals, the lease agreement requires WPSC, at its own expense,
to make necessary inspections, maintenance, adjustments and
repairs of the equipment leased under this agreement.  WPSC is
also required to maintain logs and records of all maintenance
and inspections in accordance with OSHA regulations.  Maxim is
responsible for performing yearly inspections of the equipment.
For rentals with operators, the lease agreement requires that
the operator provided by Maxim operate and maintain the
equipment, and that WPSC ensure compliance with OSHA regulations
relating to possession and use of the equipment. Events of
default include:

        (a) the failure of WPSC to pay any amount due under the

        (b) the attempt by WPSC to sell, transfer, encumber or
sublet the equipment without Maxim's prior written consent;

        (c) the failure of WPSC to operate, maintain, repair or
inspect the equipment as required by the lease;

        (d) the failure to perform or observe any other covenant
or condition;

        (e) the institution against WPSC of an involuntary
bankruptcy or insolvency proceeding, or a proceeding seeking the
appointment of a receiver, liquidator or similar official, or
for the liquidation of the affairs of WPSC, and either such
proceeding remains in effect for a period of thirty consecutive
days, or the court enters an order granting the relief sought;

        (f) the institution of a voluntary bankruptcy or
insolvency, other than the current chapter 11 case, or WPSC
consenting to the entry of an involuntary bankruptcy or
appointment of a receiver, liquidator or similar official.
Upon the occurrence of any such default by WPSC, Maxim may, at
its election, declare the agreement in default and then WPSC
must provide Maxim unobstructed ingress and egress to remove the
equipment, and WPSC must immediately thereafter pay to Maxim all
amounts due and the costs of removal of the equipment.

                      The Debtor's Argument

WPSC tells Judge Bodoh that the cranes and manlifts are
necessary equipment to enable WPSC to properly maintain its
facilities and conduct capital improvements.  Certain OSHA
regulations also require the use of manlifts in certain
situations.  WPSC believes, in its reasonable business judgment,
that the lease agreement is in the best interests of its estate
and should be approved.  (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)

WILLIS LEASE: Hickerson Replaces Moffitt As CNF Board Chairman
Willis Lease Finance Corporation (NASDAQ: WLFC) has announced
that Glenn L. Hickerson, Chairman of the GATX Air Advisory Board
has been appointed to fill the seat vacated by Donald E.
Moffitt, Chairman of CNF Transportation, Inc.

"We are delighted to welcome Glenn L. Hickerson to our Board of
Directors. His 40 years of experience in the aviation and
leasing industries will augment our board's industry knowledge
and leadership talent," said Charles F. Willis, President and
CEO. "We are extremely grateful to Don for the important
contributions he made while serving on our Board over the past
three years. We thank him for his service to our company and
wish him well."

Hickerson joined GATX in 1990 and was named President of the Air
Group in 1995. Following his retirement from active service with
the company, he was named Chairman of the GATX Air Advisory
Board in 1997.

Hickerson started his career at Douglas Aircraft Company in 1962
as a credit analyst and he has served on senior management teams
at Universal Airlines, Marriott Corporation, Lockheed, and GPA
Asia Pacific. During his career he has developed expertise in
commercial aircraft sales and marketing, capital leasing,
airline operations and international finance. Hickerson earned a
Bachelors of Science degree from Claremont McKenna College and a
Masters of Business Administration degree from New York
University's Graduate School of Business (now the Leonard N.
Stern School of Business).

                  About Willis Lease Finance

Willis Lease Finance Corporation leases spare commercial
aircraft engines, rotable parts and aircraft to commercial
airlines, aircraft engine manufacturers and overhaul/repair
facilities. These leasing activities are integrated with the
purchase and resale of used and refurbished commercial aircraft

WINSTAR: Cable & Wireless USA Wants To End "Peering" Arrangement
By motion, Cable & Wireless USA Inc. seeks the Court's authority
to terminate its "peering" arrangement with Winstar
Communications, Inc.

Prior to Petition Date, the Debtors entered into an informal
"peering arrangement" with CWUSA. CWUSA is a provider of voice
and date telecommunications services, including Internet-related

Jack A. Simms, Esq., at Baker & McKenzie, in Chicago, Illinois,
explains peering arrangements are common in the Internet service
provider sector. Under a peering arrangement, the parties agree
to exchange communications traffic between their networks.
Participating service providers set up physical exchange points
between their networks through which traffic passes between the
networks. According to Mr. Simms, the physical exchange point is
comprised of a facility, either public or private, that houses
hardware and related telecommunications support equipment. The
parties divide the cost of such exchange equally. Most service
providers are party to multiple peering agreements with
different service providers. The ultimate benefit of peering
goes to the customers. A customer of one company involved in the
peering relationship can have its traffic routed to a peering
point, and redirected to the network of another company's
network. So even though the customer has no contractual
relationship with the peering partner, Mr. Simms notes, that
customer will be entitled to access to the peering partner's
network by virtue of the peering relationship. If any one
peering agreement is terminated, Mr. Simms says, the peering
partners usually reroute traffic to other peers or enter into
commercial arrangements with other service providers to cover
for any loss of network access due to the terminated peering
arrangement. Other than the cost of the physical exchange point,
Mr. Simms says, no payment or settlement of monies occurs
between the parties. This is the reason why, Mr. Simms explains,
peering agreements are typically maintained only as long as the
arrangement is equally beneficial to both parties.

CWUSA sent a 60 days' notice to the Debtors last April 13, 2001
for the termination of their peering arrangement. In the notice,
CWUSA promised to contact the Debtors to make arrangements for
alternative services to access the particular network in

Mr. Simms emphasizes that the peering arrangement is not an
executory contract. So if the Court grants this motion, CWUSA
appeals the order should clarify that they will not be liable
for violating the automatic stay and will have no further
liability to the estate or Debtor, after terminating the peering
arrangement.  (Winstar Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


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
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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

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

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