TCR_Public/010720.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 20, 2001, Vol. 5, No. 141

                            Headlines

360NETWORKS: Hires Bankruptcy Services Inc. As Claims Agent
AMF BOWLING: Moves To Pay Prepetition Critical Vendor Claims
ARCH WIRELESS: S&P Drops Credit Ratings To D
BRIDGE INFORMATION: Resolves Money Issues With Fininfo Parties
DOW CORNING: In 6th Cir., Physicians' Committee Backing Debtor

EINSTEIN/NOAH: Effects Name Change To ENBC Corp.
FIRST ALLIANCE: Files Joint & Consolidated Liquidating Plan
FOAMEX: Will Reconvene Annual Stockholders' Meeting On July 27
FORTUNE INSURANCE: Florida Regulators Begin Liquidation Process
FRUIT OF THE LOOM: Union Underwear Enters Into 2 Saban Contracts

GLENOIT CORPORATION: Extends Agreements With CEO And DIP Lender
GLOBALNET INC.: Appeals Nasdaq's Delisting Determination
GLOBALSTAR: Appoints Ira Goldberg as Restructuring Officer
HARNISCHFEGER: Princeton Paper Abandons Real Property in MA
IGO CORPORATION: Shares Subject To Nasdaq Delisting

IMP, INC.: Falls Short of Nasdaq's Minimum Bid Price Requirement
IMPERIAL SUGAR: Enters Into Commitment Letter & Pays GECC Fees
LAIDLAW INC.: Canadian Court Enters CCAA Order & Issues Stay
LOEWEN: 3rd Amended Plan's Treatment Of Indenture Trustee Claims
LTV STEEL: Accenture Wants Adequate Assurance of Payment

MARATHON NATURAL: Cuts Jobs And Winds Down Canadian Operations
MARINER POST-ACUTE: Amends Waldon & Metairie, Louisiana Leases
MCMS INC.: Moody's Cuts Senior Debt Ratings to Lower-C Levels
METRICOM INC.: Ricochet Subscriber Count Increases by 57%
METROCALL: S&P Downgrades Senior Subordinated Note Rating to D

NETSPEAK: Special Shareholders' Meeting Set For August 14
PACIFIC GAS: Big Valley Presses For Power Purchase Decision
PAYLESS CASHWAYS: Posts $58MM Loss For Quarter Ended May 2001
POLAROID CORP.: Says Bondholder Negotiations to Start in August
PSINET INC.: Moves To Set-Up De Minimis Asset Sale Protocol

QUANTUM SOUTHWEST: Files For Chapter 11 Bankruptcy Protection
SAFETY-KLEEN: Selling Vacant Land In Charlotte NC To Danner Cos.
SERVICE MERCHANDISE: Eugene Pigeon Asks To Annul Automatic Stay
SHOOTING GALLERY: May File for Bankruptcy & itemus Has Exposure
TEXAS EQUIPMENT: Files Chapter 11 Petition in Lubbock, Texas

TEXAS EQUIPMENT: Chapter 11 Case Summary
TRANS ENERGY: Director Gary F. Lawyer Resigns
USG CORPORATION: Seeks More Time To File Schedules
VLASIC FOODS: Wants To Modify Non-Union Workers' Retirement Plan
WARNACO GROUP: Taps Deloitte & Touche LLP As Tax Advisors

WHEELING-PITTSBURGH: Employs PwC For Benefit Plan Audits
WINSTAR: Communication Contractors Seeks Relief From Stay
WOODS EQUIPMENT: S&P Cuts Ratings After Failed Interest Payment
WORLDWIDE FLIGHT: S&P Downgrades Ratings To Lower-B Levels

BOOK REVIEW: Titans of Takeover

                            *********

360NETWORKS: Hires Bankruptcy Services Inc. As Claims Agent
-----------------------------------------------------------
The thousands of creditors and other parties-in-interest
involved in 360networks inc.'s chapter 11 cases would impose
heavy administrative and other burdens upon the Court and the
Clerk of Court.  The Debtors believe it would strain the
resources of the Clerk's Office to efficiently and effectively
docket, maintain the large number of proofs of claim that may be
filed in these cases, and to provide the multitude of notices
that must be prepared and served on all such creditors and
parties-in-interest.

Vanessa A. Wittman, the Debtors' Chief Financial Officer, notes
that the sheer size and magnitude of the Debtors' creditors
makes it impracticable for the Clerk's Office to undertake such
tasks. Ms. Wittman suggests it would be better for the Debtors
to engage an independent third party to act as agent for the
Court to perform services such as:

       (i) receiving, docketing, maintaining, photocopying and
transmitting proofs of claim in these cases;

       (ii) overseeing the distribution of solicitation material;

       (iii) receiving, reviewing and tabulating ballots; and

       (iv) performing other administrative tasks such as
maintaining creditor lists and mailing notices.

The Debtors seek to engage Bankruptcy Services Incorporated
(BSI) as claims, processing, noticing, and balloting agent in
these chapter 11 cases to relieve the Court and the Clerk's
Office of these burdens.

As claims and balloting agent, BSI will:

       (i) transmit certain notices (including the bar date
notice with proof of claim forms);

      (ii) receive, docket, scan, maintain and photocopy claims
filed against the Debtors;

     (iii) assist the Debtors in the distribution of solicitation
materials;

      (iv) receive, review and tabulate ballots cast in
accordance with voting procedures approved by this Court; and

       (v) assist the Debtors with certain administrative
functions relating to their Chapter 11 plans of reorganization.

If BSI is not engaged, Ms. Wittman relates that they may have to
divert a substantial number of their employees from the
reorganization efforts for them to manage the claims process and
implement the Plan solicitation process.

Ms. Wittman assures Judge Gropper that BSI can do the job
because it is a data-processing firm whose principals and senior
staff have more than 10 years of in-depth chapter 11 experience
in performing noticing, claims processing, claims reconciliation
and other administrative tasks for chapter 11 debtors.  Ms.
Wittman adds BSI is also experienced in performing plan voting
and distribution services, and other services relating to its
role as claims and balloting agent.  Ms. Wittman also notes that
BSI has been appointed to act as claims and balloting agent in
many districts throughout the United States.  Currently, Ms.
Wittman informs the Court, BSI is acting as claims and noticing
agent in connection with many large chapter 11 cases including
Reliance Group Holdings Inc., The Warnaco Group Inc., Indesco
International Inc., Flushing Hospital and Medical Center, Long
John Silver's Restaurants Inc., London Fog Industries Inc., SGL
Carbon Corporation, Heilig-Meyers Company, and Wireless One Inc.

Under the Agreement, it is anticipated that BSI will perform
services as claims and balloting agent at the request of the
Debtors of the Clerk's Office:

       (a) assist the Debtors will all required notices in these
cases including, among others:

           (i) a notice of the commencement of these chapter 11
               cases and the initial meeting of creditors under
               section 341(a) of the Bankruptcy Code;

          (ii) notice of claims bar dates;

         (iii) notice of objections to claims;

          (iv) notices of any hearings on the Debtors'
               disclosure statement and confirmation of the
               Debtors' chapter 11 plans of reorganization; and

           (v) such other miscellaneous notices as the Debtors
               or the court may deem necessary or appropriate for
               the orderly administration of these chapter 11
               cases;

       (b) promptly after the service of a particular notice,
file with the Clerk's Office a certificate or affidavit of
service that includes:

            (i) a copy of the notice served;

           (ii) a list of persons upon whom the notice was
                served, along with their addresses; and

          (iii) the date and manner of service;

       (c) receive, examine and maintain copies of all proofs of
claim and proofs of interest filed in these cases;

       (d) maintain official claims registers in each of the
Debtors' cases by docketing all proofs of claim and proofs of
interest in the applicable claims database that includes the
following information for each such claim or interest asserted:

            (i) the name and address of the claimant or interest
                holder and any agent thereof, if the proof of
                claim or proof of interest was filed by an agent;

           (ii) the date the proof claim or proof of interest was
                received by BSI and/or the Court;

          (iii) the claim number assigned to the proof of claim
                or proof of interest;

           (iv) the asserted amount and classification of the
                claim; and

            (v) the applicable Debtor against which the claim or
                interest is asserted;

       (e) implement necessary security measures to ensure the
completeness and integrity of the claims registers;

       (f) transmit to the Clerk's Office a copy of the claims
registers on a weekly basis, unless requested by the Clerk's
Office on a more or less frequent basis;

       (g) maintain an up-to-date mailing list for all entities
that have filed proofs of claim or proofs of interest and make
the list available upon request to the Clerk's Office or any
party-in-interest;

       (h) provide access to the public for examination of copies
of the proofs of claim or proofs of interest filed in these
cases without charge during regular business hours;

       (i) record all transfers of claims pursuant to Bankruptcy
Rule 3001(e) and provide notice of the transfers as required by
Bankruptcy Rule 3001(e);

       (j) comply with applicable federal, state, municipal and
local statutes, ordinances, rules, regulations, orders and other
requirements;

       (k) promptly comply with such further conditions and
requirements as the Clerk's Office or the Court may at any time
prescribe;

       (l) provide such other claims processing, noticing and
related administrative services as may be requested from time to
time by the Debtors;

       (m) oversee the distribution of the applicable
solicitation material to each holder of a claim against or
interest in the Debtors;

       (n) respond to mechanical and technical distribution and
solicitation inquiries;

       (o) receive, review and tabulate the ballots cast, and
make determinations with respect to each ballot as to its
timeliness, compliance with the Bankruptcy Code, Bankruptcy
Rules and procedures ordered by this Court subject, if
necessary, to review and ultimate determination by the Court;

       (p) certify the results of the balloting to the Court; and

       (q) perform such other related plan-solicitation services
as may be requested by the Debtors.

Aside from all that, Ms. Wittman says, they also seek to employ
BSI to assist them with, among other things:

       (i) the preparation of master creditor lists and any
           amendments thereto; and

      (ii) the reconciliation and resolution of claims.

Ron Jacobs, a member of BSI, assures Judge Gropper that neither
BSI nor any of its employees have any connection with the
Debtors, their creditors, or any other party-in-interest.
Neither do they represent any interest adverse to the Debtors'
estates with respect to the matters upon which BSI is to be
engaged, Mr. Jacobs adds.

Upon the Court's approval of the Agreement, the Debtors shall
pay BSI a retainer in the amount of $10,000 to be applied
against BSI's final invoice for the services provided herein.

Under the Agreement, the Debtors shall pay for all services:

       (a) mailing/noticing

           - print & mail (first page)               $0.20 each
           - additional pages                         0.10 each
           - single page (duplex)                     0.24 each
             - change of address-data input           0.46 each
               and modifications

       (b) printing and reproduction

           - reports                                 $0.10/page
           - photocopies                              0.15/page
           - labels                                   0.05/each
           - fax                                      0.50/page
           - document imaging                         0.50/image

       (c) newspaper & legal notice publication (quoted as
           required)

       (d) consulting

       Any additional consulting services not covered by this
proposal will be charged at BSI hourly rates including any
outsourced data input services performed under BSI supervision
and control:

       - Kathy Gerber                $175 per hour
       - Senior consultants           150 per hour
       - Programmer                   125 per hour
       - Associate                    110 per hour
       - Data entry/clerical         $35 - 55 per hour

       If requested, BSI will coordinate outside services for
notice publication, printing and microfilming.  Reimburseable
expenses including travel, postage, and courier are billed at
cost.  Postage is payable in advance of any mailings.

       Premium rates apply for after-hours and weekend
requirements.

BSI will bill the Debtors monthly.  All invoices shall be due
and payable upon receipt.  BSI can also increase its prices,
charges and rates by giving the Debtors 90 days prior written
notice.

After due deliberation, Judge Gropper granted the Debtors'
application. (360 Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMF BOWLING: Moves To Pay Prepetition Critical Vendor Claims
------------------------------------------------------------
AMF Bowling Worldwide, Inc. is convinced that it is crucial to
the preservation of their businesses that they continue to be
able to (i) purchase the raw materials and spare parts needed to
manufacture bowling equipment, (ii) hire contractors to install
products in customers' centers, (iii) pay for the completion of
certain construction and other capital expenditures, (iv) pay
Foreign Immune Creditors, such as vendors, landlords, parties to
executory contracts, and providers of utility and other services
who otherwise may seek to shut down certain of the Debtors'
businesses, (v) purchase consumer products and goods for resale
and (vi) purchase the goods and services that are necessary to
operate their bowling centers, including the concessions stands
located therein.  It is imperative, the Debtors argue, that they
ensure their ability to pay the providers of these goods and
services as needed.

By Motion, the Debtors seek authority from Judge Tice to pay
up to $9,130,000 to Critical Suppliers on account of their
prepetition claims.

The Debtors suggest that paying their Critical Suppliers'
prepetition claims may give AMF more leverage in maintaining
favorable trade terms with their vendors.

The Debtors make it clear that the relief they request merely
gives the Debtors the discretion to pay Critical Suppliers.  The
Debtors do not seek an order directing them to make these
payments.  The Debtors indicate that they will condition
payments to Critical Suppliers on agreements by the suppliers to
meet certain pricing or trade conditions prior to the Debtors'
payment of such claims.

Stephen E. Hare, Executive Vice President and Chief Financial
Officer for AMF Bowling Worldwide, Inc., tells Judge Tice that
the Debtors reviewed their accounts payable registers (which
entail tens of thousands of parties) to determine which
suppliers of goods and services are absolutely critical to the
near-term survival of their businesses.  While the Debtors do
not -- and will not -- disclose the identity of any critical
supplier, they provide the Court with the general categories
into which these Critical Vendors fall and their estimates of
how much they want to pay:

                   AMF Bowling Worldwide, Inc.
           Critical Vendor List - Summary by Category

         Category                 Domestic    Foreign    Total
         --------                 --------    -------    -----
Raw Materials & Spare Parts      $890,000   $200,000 $1,090,000
Consumer & Resale Products         70,000          -     70,000
Installers                        250,000          -    250,000
Other Contractors                  90,000          -     90,000
Bank Fees                         170,000          -    170,000
Capital Projects                2,830,000          -  2,830,000
Concessions Vendors             1,630,000          -  1,630,000
Foreign Immune Creditors                -    360,000    360,000
Foreign Immune Utilities/Customs        -    540,000    540,000
Gap Vendors                     1,900,000          -  1,900,000
Miscellaneous Other               200,000          -    200,000
                                 ---------- ---------- ----------
                                 $8,030,000 $1,100,000 $9,130,000

The Debtors believe that the Critical Suppliers provide
specialized goods and services that the Debtors may not be able
to replace at a reasonable cost and that such vendors will not
continue to do business with the Debtors if they are not paid
their outstanding prepetition balances.

Many of the Critical Suppliers are highly specialized and
difficult, if not impossible, to replace at a reasonable cost.
Many such creditors have small, local businesses that provide
goods or services to particular bowling centers. Refusal by such
a vendor to continue trade relations with the Debtors could
damage the Debtors' businesses. Absent the relief requested, the
Debtors' businesses may be at risk. For example, in the Debtors'
products business, the Debtors hire third party contractors to
install NCPs, MODs, and other bowling equipment in their
customers' centers. The importance of paying these Critical
Suppliers stems from the fact that it is standard in the
Debtors' industry for customers to order NCPs and MODs fully
installed, and in each of the various regions in which the
Debtors' customers operate, there are only a few contractors who
are experienced in installing bowling equipment. Accordingly, to
compete with its primary competitor and maintain equipment sales
levels, the Debtors must pay the prepetition claims of its
installers to ensure that they will finish the installations
they have started and continue to do work for the Debtors in the
future. In addition to their installation needs, in order to
manufacture bowling equipment, the Debtors purchase many parts
and raw materials from vendors around the world. Some of these
materials can only be purchased from one Critical Supplier.
Other vendors require the Debtors to take exact measurements of
the parts or materials they need and order large volumes of such
products "on spec." Absent the ability to pay such Critical
Suppliers for these specially ordered materials purchased
prepetition, such Critical Suppliers will cease shipping parts
to the Debtors and the Debtors will be forced to submit
specifications to a new supplier and test that new supplier's
materials in their equipment before they are able to manufacture
new equipment for customers.  Accordingly, the Debtors may
experience severe production delays by replacing their suppliers
of raw materials and parts. With respect to AMF Centers, the
Debtors rely on Critical Suppliers who sell the food, beverages
and other goods needed to run the Debtors' concessions areas.
Few such suppliers exist at the national level that are in a
position to provide a sufficient volume of quality materials,
products and services for the Debtors' operations.

Marc Abrams, Esq., Willkie Farr & Gallagher, provides Judge Tice
with the legal framework under which the Debtors make their
request to prefer certain prepetition general unsecured
creditors over others: 11 U.S.C. Sec. 105 provides that "the
court may issue any order, process, or judgment that is
necessary or appropriate to carry out the provisions of this
title." Moreover, it is well-settled that a bankruptcy court may
authorize the payment of prepetition obligations where necessary
to facilitate the chapter 11 process. In re Just For Feet, Inc.,
242 B.R. 821, 826 (Bankr. D. Del. 1999) (holding that a debtor
must show that payment of the prepetition claim of a vendor is
critical to its survival in reorganization); In re Eagle-Picher
Indus., Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) ("[T]o
justify a payment of a prepetition unsecured creditor, a debtor
must show that the payment is necessary to avert a serious
threat to the chapter 11 process.").

Under the "necessity of payment doctrine," courts have
recognized that the payment of certain prepetition obligations
of a debtor is permissible when such payments are necessary to
preserve the business of the debtor and the failure to pay
prepetition obligations posed a real and significant threat to a
debtor's reorganization. See, e.g., Miltenberger v. Logansport
Railway, 106 U.S. 286 (1882) (payment of pre-receivership claim
prior to reorganization permitted to prevent "stoppage of ...
[crucial] business relations"); In re Lehigh & New Eng. Ry., 657
F.2d 570 (3d Cir. 1981) (payment of claims of creditors
authorized under "necessity of payment" doctrine); Dudley v.
Mealy, 147 F.2d 268 (2d Cir.), cert. denied, 325 U.S. 873
(1945).

Mr. Abrams reminds Judge Tice that he has previously approved
payments to critical vendors in In re Heilig-Meyers, Nos. 00-
34533 - 00-34538 (Bankr. E.D. Va. Aug. 16, 2000)(DOT), and In re
Best Products Co., Inc., No. 96-35267-T (DOT) (Bankr. E.D. Va.
Sept. 24, 1996). Approval of critical vendor payment requests is
also common in other bankruptcy courts.  See, e.g., In re Gross
Graphic Sys., Inc., No. 99-2756 (PJW) (Bankr. D.Del Jul. 30,
1999); In re Discovery Zone, Inc., No. 99-941 (JJF) (D.Del. Apr.
21, 1999); In re Financial News Network, Inc., 134 B.R. 732
(Bankr. S.D.N.Y. 1991); In re Gulf Air, Inc., 112 B.R. 152
(Bankr. W.D. La. 1989); In re Ionosphere Clubs, Inc., 98 B.R.
174 (Bankr. S.D.N.Y. 1989). (AMF Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARCH WIRELESS: S&P Drops Credit Ratings To D
--------------------------------------------
Standard & Poor's lowered its corporate credit ratings on Arch
Wireless Inc., Arch Wireless Communications Inc., and Arch
Wireless Holdings Inc. to D from double-C. The rating of
subsidiary Arch Wireless Communications' 12.75% senior unsecured
notes due 2007 was also lowered to D from single-C. These
ratings were simultaneously removed from CreditWatch negative.

Standard & Poor's other ratings on Arch Wireless, Arch Wireless
Communications, and Arch Wireless Holdings remain on CreditWatch
with negative implications (see list below).

The downgrade follows Arch's deferral of interest payment of
about $8.3 million due on July 2, 2001, on the 12.75% senior
notes due 2007 of Arch Wireless Communication. The deferral of
interest payment follows the company's recent filing of a plan
with the SEC to either exchange its outstanding senior notes
with a package of debt and equity at a significant discount to
the face value of the notes, or possibly file for prepackaged
bankruptcy.  This plan has already come under challenge from
certain bond investors.

Standard & Poor's believes the payment deferral significantly
increases the risks that other bond issues will default.

       Ratings Lowered and Removed from Creditwatch Negative

      Arch Wireless Inc.                           TO      FROM
        Corporate credit rating                    D       CC

      Arch Wireless Communications Inc.
        Corporate credit rating                    D       CC
        12.75% senior unsecured notes due 2007     D       C

      Arch Wireless Holdings Inc.
        Corporate credit rating                    D       CC

            Ratings Remaining On CreditWatch Negative

Arch Wireless Inc.                                      RATING
   Senior unsecured debt                                    C
   10.875% senior discount notes due 2008                   C

Arch Wireless Communications Inc.
   13.75% senior unsecured notes due 2008                   C
   14.00% senior unsecured notes due 2004                   C
   9.50% senior unsecured notes due 2004                    C

Arch Wireless Holdings Inc.
   $302.94 million senior secured Tranche C bank due 2006   CC
   $175 million senior secured Tranche A bank due 2005      CC
   $100 million senior secured Tranche B bank due 2005      CC
   $745 million senior secured Tranche B-1 bank due 2006    CC


BRIDGE INFORMATION: Resolves Money Issues With Fininfo Parties
--------------------------------------------------------------
Bridge Information Systems, Inc. and Telerate International,
Inc. are parties to certain pre-petition agreements dated July
31, 1998 with:

     1) Fininfo SA, a company organized under the laws of France,

     2) Bridge SA, a company organized under the laws of France,

     3) Telerate SA, a company organized under the laws of
        France, and

     4) Fininfo Limited, a company organized under the laws of
        the United Kingdom.

These reciprocal agreements grant each party certain rights to
use and distribute financial data in defined territories in
exchange for the payment of royalties and/or fees.

The Bridge Data Agreements, on the one hand, provide for:

     A) the sale of Bridge Contributed Feeds Data between Fininfo
        and Bridge;

     B) the sale of Telerate Contributed Feeds Data between
        Fininfo and Telerate;

     C) an Exclusive Distribution Agreement for Bridge Products
        between Bridge and Bridge SA;

     D) an Exclusive Distribution Agreement for Telerate Products
        between Telerate and Telerate SA; and

     E) the sale of Bridge News Feed Data between Bridge and
        Fininfo

In short, Telerate and Bridge affiliates agree to provide
financial information to Fininfo, Telerate SA or Bridge SA for
them to use and distribute in a defined territory in exchange
for receiving the right to use and distribute the financial
data.

The Fininfo Data Agreements, on the other hand, provide for:

    1) the sale of Fininfo Contributed Feeds Data between Fininfo
       and Bridge;

    2) the sale of Fininfo Contributed Feeds Data between Fininfo
       and Telerate;

    3) an Exclusive Distribution Agreement for Finbond Products
       between Telerate and Fininfo Ltd.;

    4) an Exclusive Distribution Agreement for Finbond Products
       between Bridge and Fininfo Ltd.; and

    5) the sale of Fininfo Corporate Action Data between Fininfo
       and Bridge.

Under the Fininfo Data Agreements, Fininfo or Fininfo Ltd. grant
Telerate and Bridge the exclusive right to use and distribute
financial information in defined territories in exchange for
certain royalties and fees to Fininfo or Fininfo Ltd.

Periodically, the Debtor Parties and the Fininfo Parties
reconcile the Fininfo royalty obligations and the Debtors'
royalty obligations by setting off amounts owed by the parties
to one another.  As a result, only a single payment of the net
amount is owed to the relevant party.

After reconciling the 4th quarter of 2000 and the 1st quarter of
2001, the Parties agree that:

    1) the Fininfo royalty obligations owed to the Debtor Parties
       for the period reach FF17,300,000; and

    2) the Debtor royalty obligations owed to the Fininfo Parties
       for the Period include:

       (a) FF1,800,000 in post-petition royalties; and

       (b) FF5,700,000 in pre-petition royalties.

But the Parties were not able to reach an understanding on the
pre-petition royalties because the Fininfo Parties asserted that
the entire FF5,700,000 should be credited toward a setoff in the
reconciliation for the period.  On the other hand, the Debtors
insist that their pre-petition obligations are not subject to
recoupment or setoff.  According to the Debtors, their pre-
petition obligations should not be given a dollar-for-dollar
value for setoff purposes because they don't believe the claims
would be paid in full.  Their dispute worsened that it was
brought before the Paris Commercial Court of Refere.

But now, the Parties have come to realize that it is better to
settle their dispute amicably and do away with the cost, delay
and uncertainty of litigation.  In this stipulation, the Parties
agreed that:

       (i) the amount of the Pre-Petition Royalties shall be
           reduced from FF5,700,000 to FF3,700,000,

      (ii) the Post-Petition Royalties and Reduced Amount shall
           be setoff against the Fininfo royalty obligations owed
           to the Debtor Parties,

     (iii) the Parties shall waive and release any and all
           royalty obligations as well as any other amounts dues
           and owing under, or in connection with, any agreement,
           arrangement or transaction, including without
           limitation the Agreements (other than the payments and
           compromises contemplated herein) owing to one another
           which accrued or arose prior to April 1, 2001,

      (iv) Bridge International Systems Inc. and Telerate \
           International Inc. shall dismiss the French
           Proceedings with prejudice, and

       (v) Telerate SA and its affiliates shall waive any and all
           rights or claims to the lease obligations.

So the Debtors royalty obligation to the Fininfo Parties is now
FF5,500,000 that is comprised of:

     (a) the post-petition royalties of FF1,800,000 and

     (b) the reduced amount of FF3,700,000 (pre-petition
royalties)

Fininfo and the Fininfo Parties are required to pay the Debtors
the sum of FF11,800,000 by wire transfer to an account specified
by the Debtors.  This amount is the sum of the FF17,300,000
Fininfo Royalty Obligation owed to the Debtor Parties minus:

     (a) the FF1,800,000 in Post-Petition Royalties, and

     (b) the FF3,700,000 reduced amount owed by the Debtor
         Parties to the Fininfo Parties for the Period.

This payment shall fully satisfy any and all royalty and fee
obligations as well as any other amounts due and owing between
the Parties under the agreements prior to April 1, 2001.

In return, the Debtor Parties waive and release any claim
against the Fininfo Parties and their affiliates based upon the
past debts.  At the same time, the Fininfo Parties also waive
and release any claim against the Debtor Parties, Bridge SARL
and their affiliates based upon the past debts.

Five days after the court order granting this stipulation, the
Parties will move to dismiss the French Proceedings.

After this stipulation, the parties still agree to continue to
honor their royalty and fee obligations under the agreements
arising on and after April 1, 2001.

                         *      *      *

Aside from Data Agreements, the Debtors and Fininfo are also
parties to certain leases of non-residential real property and
facilities located at 5, boulevard Montmarte 75001 Paris.

Telerate SA and Bridge SARL, a non-debtor affiliate of the
Debtor Parties, organized under the laws of France, are parties
to a lease agreement.  Under this agreement, Fininfo subleases
certain non-residential real property and facilities to Bridge
SARL and Bridge AEA.

In the same stipulation, Telerate SA agrees that Fininfo will
waive any and all amounts due and owing by Bridge SARL and
Bridge EAE to Telerate SA under the lease before April 1, 2001,
which reached FF1,120,617.07. (Bridge Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DOW CORNING: In 6th Cir., Physicians' Committee Backing Debtor
--------------------------------------------------------------
The Official Committee of Physician Creditors in the Dow Corning
Corporation chapter 11 case endorses Dow Corning's Joint Plan of
Reorganization. In doing so, the Physicians' Committee seeks to
bring the Dow Corning reorganization to a reasonable conclusion,
ending six years of litigation.

The Official Committee of Physician Creditors was appointed by
the bankruptcy court to officially represent and protect the
interests of the approximately five thousand physician creditors
sued worldwide in connection with the Dow Corning silicon gel-
filled breast implants.

H. Jeffrey Schwartz, lead bankruptcy counsel to the Official
Physicians' Committee and Chairman of the Business
Reorganizations Department of the Cleveland-based law firm of
Benesch, Friedlander, Coplan & Aronoff LLP, said, "The time has
certainly come for the Official Physicians' Committee to join
Dow Corning and Dow Chemical to seek a conclusion of the Dow
Corning reorganization. And following numerous, long
deliberations, the Physicians' Committee now stands with Dow
Corning and Dow Chemical and takes, of record in the United
States Court of Appeals for the Sixth Circuit, the position that
the Joint Plan sufficiently protects the physician creditors to
bring this Dow Corning reorganization to a conclusion on the
basis of the Joint Plan."

Gregory G. Binford, lead health law counsel to the Official
Physicians' Committee, said, "The plastic surgeons constituting
the Physicians' Committee have been vigilant and actively
engaged in assuring that all plastic surgeons affected worldwide
are protected in the process of the Dow Corning reorganization,
consistently noting their concern that the health and well being
of implant recipients be given priority. The Physicians'
Committee believes that confirmation of the Joint Plan as
affirmed by the district court satisfies the strict criteria
established by these prominent plastic surgeons."

Randall Frank, co-counsel to the Official Physicians' Committee,
stated that "Under the circumstances, upholding confirmation of
the Joint Plan is in the best interests of the Physician
Creditors and all other significant interested parties."

With more than 120 attorneys in offices in Cleveland and
Columbus, the Benesch, Friedlander law firm provides legal
counsel in matters pertaining to business reorganization,
compensation and benefits, consumer finance, corporate and
securities, environmental, estate planning and probate,
financial institutions, health care, intellectual property,
Internet and technology, labor and employment, litigation,
public law, real estate and tax issues.


EINSTEIN/NOAH: Effects Name Change To ENBC Corp.
------------------------------------------------
On July 11, 2001, Einstein/Noah Bagel Corp. filed an amendment
to its Restated Certificate of Incorporation, pursuant to
Section 303 of the Delaware General Corporation Law, changing
the name of the corporation to ENBC Corp. The name change was
made in connection with the sale of substantially all of its
assets to Einstein Acquisition Corp., an affiliate of New World
Coffee - Manhattan Bagel, Inc., on June 19, 2001.


FIRST ALLIANCE: Files Joint & Consolidated Liquidating Plan
-----------------------------------------------------------
First Alliance Corporation (FACOQ), along with several of its
subsidiaries announced that on July 17, 2001, in accordance with
Chapter 11 of the U.S. Bankruptcy Code, filed the Debtor's Joint
and Consolidated Plan of Reorganization (Liquidation Plan) in
the United States Bankruptcy Court, Santa Ana, for the Central
District of California.

The Liquidation Plan, as filed, proposes to transfer all of the
assets of the Debtors to two (2) trusts for the benefit of
holders of allowed claims and interests, and to liquidate
substantially all of such assets and distribute the proceeds of
such liquidation to the various creditors and interest holders
in accordance with the terms and conditions of the Liquidation
Plan. The Liquidation Plan will be subject to Bankruptcy Court
approval. Under the proposed Liquidation Plan, all shares of
capital stock and other rights to acquire capital stock of the
Company will be cancelled and discharged. The Company's
shareholders will receive a residual right from one of the
trusts in proportion to their existing percentage interests in
the Company's Common Stock. There can be no assurances that
there will be any assets available for distribution to the
Company's shareholders with respect to the residual right. In
addition, there can be no assurance that the Liquidation Plan
will be approved at all, or in the proposed form as currently
filed with the Bankruptcy Court.

Until March 2000, First Alliance Corporation was a sub-prime
lender headquartered in Irvine, California, whose business was
making mortgage loans primarily to borrowers with impaired
credit.


FOAMEX: Will Reconvene Annual Stockholders' Meeting On July 27
--------------------------------------------------------------
Foamex International Inc., a Delaware corporation, intends to
reconvene the Annual Meeting of Stockholders on July 27, 2001,
and adjourn the Annual Meeting without a stockholder vote on the
proposals, until August 3, 2001. The Annual Meeting will
reconvene at 10:00 a.m., local time, on August 3, 2001, at the
Company's corporate headquarters, 1000 Columbia Avenue, Linwood,
Pennsylvania 19061, for the purpose of considering and acting
upon the following matters:

      (a) To elect eight directors to serve until the 2002 Annual
          Meeting of Stockholders or until their respective
          successors are duly elected and qualified;

      (b) To consider and act upon a proposal to approve the
          Foamex International Inc. 2001 Equity Incentive Plan
          for Non-Employee Directors;

      (c) To consider and act upon a proposal to approve the
          Foamex International Inc. Key Employee Incentive Bonus
          Plan;

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

Holders of common stock of record at the close of business on
May 24, 2001 are entitled to vote at the Annual Meeting.


FORTUNE INSURANCE: Florida Regulators Begin Liquidation Process
---------------------------------------------------------------
The Division of Rehabilitation and Liquidation of the Florida
Department of Insurance announced that Fortune Insurance Company
was placed into receivership for the purposes of liquidation by
the Circuit Court of Leon County, Florida, on July 6, 2001.

The Florida Department of Insurance, Division of Rehabilitation
and Liquidation, is the court-appointed receiver of Fortune
Insurance Company. Except for flood insurance policies and those
issued by the Auto JUA, all policies still in effect will be
cancelled as of 11:59 PM on August 5, 2001.

The deadline for filing any claims with the Receiver is July 6,
2002.


FRUIT OF THE LOOM: Union Underwear Enters Into 2 Saban Contracts
----------------------------------------------------------------
Before the petition date, on November 24, 1998, Union Underwear
and Saban Merchandising Inc., entered into a contract called
Power Rangers I, pursuant to which Saban granted Union a non-
exclusive license to sell clothing, specifically UNDERROOS
Underwear, which use certain trademarks and copyrights held by
Saban. Union and Saban also were parties to another agreement,
which expired on December 31, 1999, pursuant to which Union was
permitted to use trademarks solely in connection with the sale
of underwear, exclusive of the UNDERROOS agreement (Contract No.
95531). Union seeks to reject the contract Power Rangers I and
enter into the contracts Power Rangers II and Nascar.

Power Rangers II gives Union a non-exclusive license to sell
clothing, including underwear and UNDERROOS, which use
trademarks and copyrights held by Saban. Under Power Rangers II,
the number of trademarks available for use by Union was
increased, and the channels of distribution were broadened to
include warehouse clubs. The term of Power Rangers II is two
years. By combining sales of the underwear and UNDERROOS, Union
will have greater flexibility in meeting its minimum
obligations. Union believes that the provisions of Power Rangers
II are consistent with normal provisions offered by Saban. Power
Rangers II will replace Power Rangers I and the expired
agreement. Saban has agreed to the rejection of Power Rangers I
and has further agreed that it will not assert any claim against
Union for rejection damages.

Pursuant to the terms and conditions of Nascar, Union has a non-
exclusive license to sell clothing, including underwear and
UNDERROOS, which use certain trademarks and copyrights held by
Saban. The term of Nascar is from February 1, 2000 through
December 31, 2001.

Power Rangers II and Nascar will provide Union with a strong
market for its products and a cost-effective sales structure.
Ms. Stickles tells the Court that sound business justification
exists for entry of the agreement. Management is acting in good
faith and in the best interests of the estate. Union submits
that the execution of Power Rangers II and Nascar and the
payment of all amounts due thereunder represent sound and
reasonable exercises of Union's business judgment and
accordingly should be approved by the Court.

Ms. Stickles relies on Sections 363(b)(1) and 105(a), which
gives the trustee freedom to use, sell or lease property of the
estate and allows the Court to carry out the Code, respectively.

Ms. Stickles also wants Judge Walsh to grant permission,
pursuant to sections 107(b) and Rule 9018, allowing Union to
file its exhibits to the motion under seal. Union will make them
available to the creditors' committee, counsel to the
postpetition lenders, counsel to the informal committee and
counsel to the prepetition bank steering committee. Such relief
is warranted due to the sensitive nature of the contents. The
first three exhibits are copies of merchandise license
agreements between Union and Saban. The fourth is a chart that
summarizes key financial terms of the agreements. All contain
proprietary information that Union would not generally make
public. Therefore, disclosure of this information would be
prejudicial to Union and may have an adverse impact on the
market value of Fruit of the Loom and its ability to negotiate
agreements with other licensors.  (Fruit of the Loom Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


GLENOIT CORPORATION: Extends Agreements With CEO And DIP Lender
---------------------------------------------------------------
Glenoit Corp. received bankruptcy court approval both to extend
its agreement with its president and chief executive through the
end of the year and to extend its $65 million debtor-in-
possession loan and certain receivables factoring arrangements.
In an order obtained recently, Judge Erwin I. Katz, a visiting
judge for the U.S. Bankruptcy Court in Wilmington, Del.,
approved the fabric, rug and textile manufacturer's request to
extend its agreement with President and Chief Executive Officer
Thomas J. O'Gorman for six months, through Dec. 31, from July 1.
(ABI World, July 18, 2001)


GLOBALNET INC.: Appeals Nasdaq's Delisting Determination
--------------------------------------------------------
GlobalNet, Inc. (Nasdaq: GBNE), a leading provider of
international voice, data and Internet services over a private,
managed Internet Protocol (IP) network, has requested a hearing
before a Nasdaq Listing Qualifications Panel to ask for
continued listing of the company's stock on the Nasdaq SmallCap
Market. The request follows GlobalNet's receipt of a Nasdaq
Staff Determination on July 17, 2001, indicating that the
company failed to comply with the minimum $35 million market
capitalization requirement for continued listing set forth in
Marketplace Rule 4310(c)(2)(B)(ii), and that its securities are,
therefore, subject to delisting from The Nasdaq SmallCap
Market.

"We remain confident in a bright future for GlobalNet," said
GlobalNet Chairman and Chief Executive Officer Robert J.
Donahue. "In the second quarter, we had a positive EBITDA --
earnings before interest, taxes, depreciation and amortization,
exclusive of non-cash stock compensation and bad debt expense --
and experienced significant revenue growth. Additionally, based
on our existing backlog, the outlook for the third quarter also
looks extremely positive."

Pending the outcome of the hearing, completion of the review
process and further notification from Nasdaq, the Company's
common stock will continue to trade on The Nasdaq SmallCap
Market. However, there can be no assurance that the Panel will
grant the Company's request for continued listing. In the event
that the Company's securities were delisted, they would be
eligible to trade on the Over the Counter Bulletin Board Market
(OTC Bulletin Board).

                       About GlobalNet

GlobalNet, Inc. provides international voice, data and Internet
services over a private IP network to international carriers and
other communication service providers in the United States and
Latin America. GlobalNet's state-of-the-art IP network,
utilizing the convergence of voice and data networking, offers
customers economical pricing, global reach and an intelligent
platform that guarantees fast delivery of value-added services
and applications. The company, through its facilities in the
U.S. and Latin America and arrangements with affiliates
worldwide, can carry traffic to more than 240 countries.


GLOBALSTAR: Appoints Ira Goldberg as Restructuring Officer
----------------------------------------------------------
Globalstar Telecommunications Limited (GTL) (NASDAQ Small
Cap:GSTRF) said that Ira E. Goldberg has been appointed
restructuring officer for the company.

GTL is a Bermuda-based company that exists solely as a partner
in Globalstar, L.P., allowing public equity investment in this
global mobile satellite telephony company. Mr. Goldberg, on
behalf of GTL, will be working with the other Globalstar
partners on the restructuring of Globalstar, L.P. with the
ongoing assistance of The Blackstone Group.

The executive management team of Globalstar, L.P., which manages
the day-to-day operations of the company, remains in place.

Mr. Goldberg is an investment banking professional and attorney
with extensive capital markets experience in structuring and
negotiating transactions, and in project financing. Over the
past 19 years, he has held senior positions with a number of
leading financial institutions and law firms.

GTL also announced that Douglas G. Dwyre, Sir Ronald Grierson,
E. John Peett, Michael B. Targoff, and A. Robert Towbin will
continue to serve as members of its board of directors. Other
directors, including Bernard L. Schwartz, Michael P. DeBlasio,
Robert B. Hodes, Arthur L. Simon and Eric J. Zahler, have
resigned, effective July 18, 2001.


HARNISCHFEGER: Princeton Paper Abandons Real Property in MA
-----------------------------------------------------------
One piece of real property of Princeton Paper Company LLC a/k/a
Fitchburg remains after the shut-down and liquidation of the
company-- a facility property with asbestos that needs to be
removed.

Princeton Paper desires to abandon it and seeks the Court's
authorization accordingly.

The Massachusetts Department of Environmental Protection tells
the Court that the Property poses an immediate and identifiable
harm to public health and safety health and asks the Court to
deny the Debtor's motion.

The real property is a facility located at 85 Princeton Road,
Fitchburg, Massachusetts 01420 and an associated steamline.
Princeton Paper tells the Court that it has attempted to sell
the Property since the fall of 1999 to no avail.

The Debtor draws the Court's attention to Section 554 of the
Bankruptcy Code which permits a debtor to abandon property of
the estate "... that is burdensome to the estate or that is of
inconsequential value and benefit to the estate." Princeton
Paper is well aware that a debtor, however, cannot abandon
property ". . . in contravention of a state statute or
regulation that is reasonably designed to protect the public
health or safety from identified hazards."  The Debtor argues
that the exception to the abandonment power, however, is a
narrow one.

The Debtor also tells Judge Walsh that the parties are
attempting to reach an agreed upon method upon which the
Property can be abandoned. Specifically, the Debtor tells the
Court that two government agencies, the Massachusetts Department
of Environmental Protection and the United States Environmental
Protection Agency have identified the need to remove and abate
certain asbestos from the Property. Princeton Paper says that it
has negotiated a work plan with these governmental agencies to
perform the necessary asbestos removal and abatement, and the
money to pay for the work plan is available in an escrow
established in the previous sale of the other Princeton Paper
assets. The agreed upon work is subject to definitive
documentation and, once begun, is expected to take approximately
four months to complete, the Debtor advises.

Princeton Paper therefore asserts that it should be permitted to
abandon the Property under section 554 of the Bankruptcy Code on
the bases that the Property is burdensome to the estate and is
of inconsequential value and benefit to the estate. Moreover,
the Debtor argues, the abandonment of the Property comports with
the Supreme Court's holding in Midlantic because a work plan and
funding are in place to perform a clean-up of asbestos on the
Property satisfactory to the responsible federal and state
environmental agencies.

The Massachusetts Department of Environmental Protection,
however, voiced to Judge Walsh that, the conditions at the
Property violate the Massachusetts Clean Air Act and the
Superfund Act, and under the state Superfund scheme, the owner
and operator of the site is responsible to remediate threats of
release to the environment.

Specifically, the Department tells Judge Walsh that there is
extensive asbestos both inside and outside the steam plant
facility. The inside is littered with dry, friable asbestos
fragments while the exterior to the plant has become dislodged
from the piping and/or is severely damaged, the Department says.
In particular, uncontained pieces of asbestos visibly
contaminate the ground, trees, the parking lot, and other areas
in the vicinity of the plant, including both wooded areas and
areas adjacent to private residences, the Department describes
to the Court. In addition, there are other sources of oil and
hazardous materials at the Property that pose a threat of
release into the environment. Since operations at the steam
plant have ceased, the building and associated steam line piping
inside and outside the plant has fallen into a state of serious
disrepair, the Department tells the Court.

The Department charges that the conditions at the Property
related to the asbestos and other oil and hazardous materials
pose an immediate and identifiable risk of harm to public
health, and there is lack of protection of public health and
safety from the ongoing releases and threats of release.

The Department further points out that no work plan has been
approved by the Department of the EPA regarding asbestos
abatement. The Department tells Judge Walsh that there is no
guaranteed source of money secured and committed to fund the
necessary remedial activities at the Property, given that use of
funds in the Escrow Account is not within the sole control and
discretion of Princeton Paper and it is doubtful whether the
total amount contained in the Escrow Account would be sufficient
for all necessary response actions.

Therefore, the Department asserts that in accordance with
Midlantic, under the present circumstances, the Court should
deny Princeton Paper's motion to abandon the Property.

Further, as the Department sees it, the Property could
potentially be contamination-free in a matter of months. At that
time, the Property would have value that will not be
inconsequential and would not be burdensome to the estate, so it
should not be abandoned by Princeton Paper, the Department
argues. (Harnischfeger Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IGO CORPORATION: Shares Subject To Nasdaq Delisting
---------------------------------------------------
iGo Corporation (Nasdaq: IGOC), a leading business-to-business
developer and multi-channel marketer of mobile and wireless
accessories, received a Nasdaq Staff Determination on July 17,
2001, indicating that the company has failed to comply with the
$1.00 minimum bid price requirement for continued listing on The
Nasdaq National Market (Nasdaq Marketplace Rules 4450(a)(5) and
4310(c)(8)(B)) and that its stock was, therefore, subject to
delisting. The company indicated that it will file a request for
an oral hearing before the Nasdaq Listing Qualifications Panel
to review the Staff's determination. The hearing date will be
determined by Nasdaq but the company anticipates a hearing
within approximately 45 days from its hearing request. At the
hearing, the company intends to request an extension of time to
come into compliance with the $1.00 minimum bid price
requirement. iGo stock will continue to be traded on The Nasdaq
National Market pending the outcome of the hearing. iGo is
currently in compliance with all of the continued listing
requirements of The Nasdaq National Market except the minimum
bid price requirement.

The Nasdaq Listing Qualifications Panel, which will conduct the
hearing, will consider a number of factors such as the company's
financial health in deciding whether to grant the company's
appeal. There can be no assurance that the company's request for
continued listing will be granted. If the company's appeal is
denied, its common stock will be delisted from The Nasdaq
National Market. In that event, the company's common stock will
trade on the OTC Bulletin Board's electronic quotation system or
another quotation system or exchange on which the company's
shares would qualify. The company's shareholders would still be
able to obtain current trading information, including the last
trade bid and ask quotations, and share volume.

"We believe that recently announced initiatives, including a
restructuring of operations, a 27% staff reduction, and the
retention of a marketing consulting group to help focus on our
most strategic areas of business, will all help iGo to achieve
its operating goals. Given the additional time to be requested,
we believe that the achievement of our operating goals will have
a positive impact on our stock value and allow us to regain
compliance with Nasdaq's minimum bid price requirement," said
president and CEO Rick Shaff.

                      About iGo Corporation

Reno, NV-based iGo Corporation (Nasdaq: IGOC) develops and
markets accessories including batteries, adapters and chargers
for mobile technology products accessories including batteries,
adapters and chargers for mobile technology products such as
laptops, cell phones and wireless devices. The company's
products address the needs of mobile professionals and
corporations with mobile workforces who demand solutions to keep
them powered up and connected. iGo develops its own line of
mobile accessories under the Xtend and Road Warrior brands. iGo
enables more than half of the FORTUNE 500 to efficiently
purchase and receive mobile products and services overnight.
iGo's products are available toll-free (1-800-DIAL-IGO), on its
award-winning Website (www.igo.com), and through dedicated
corporate account teams. Products are also available through
leading distributors including Ingram Micro and TechData, value-
added resellers such as GE Capital, and 1,100 resellers
nationwide. iGo's industry leading alliances and business
partners include companies such as Acer, Handspring, IBM, NEC,
and Ericsson. Some of iGo's corporate accounts include AT&T,
UPS, and Merck. For more information about iGo, see "About iGo"
at www.igo.com.


IMP, INC.: Falls Short of Nasdaq's Minimum Bid Price Requirement
----------------------------------------------------------------
IMP, Inc. (NASDAQ:IMPX) received a letter from Nasdaq notifying
it that, because the Company's common stock has failed to
maintain a minimum bid price of $1.00 over a period of 30
consecutive trading days as required by Nasdaq Marketplace Rule
4310(c)(4), the Company's securities are subject to delisting
from the Nasdaq Small Cap Market. The Company intends to effect
a reverse stock split in the near future. The Company has
requested a hearing before the Nasdaq Listing Qualifications
Panel. There can be no assurance that the panel will grant the
Company's request for continued listing.

IMP, Inc. provides analog semiconductor solutions that power the
portable, wireless and Internet driven computer and
communications revolution. From its ISO 9001 qualified wafer
fabrication plant in San Jose, California, IMP supplies
standard-setting, power-management integrated circuit products
and wafer foundry services to computer, communications and
control manufacturers worldwide.


IMPERIAL SUGAR: Enters Into Commitment Letter & Pays GECC Fees
--------------------------------------------------------------
Imperial Sugar Company, represented by James L. Patton, Jr.,
Brendon Linehan Shannon, and M. Blake Cleary of the Wilmington
firm of Young Conaway Stargatt & Taylor, LLP, as local counsel,
and Jack L. Kenzie and Brenda T. Rhoades of the Dallas office of
Baker Botts, and Tony M. Davis of the Houston office of Baker
Botts as lead counsel, asks Judge Robinson to consider, on an
expedited basis, their request for her authority to

      (i) enter into a commitment letter for a replacement
receivables securitization facility,

     (ii) pay fees to General Electric Capital Corporation under
the commitment letter, including

          (x) a non-refundable partial payment of the commitment
              fee in the amount of $200,000, and

          (y) an additional refundable deposit in the amount of
              $125,000 to be applied toward the fees at closing,
              each due upon execution of the commitment letter by
              the Debtors, and

    (iii) approving indemnification of GE Capital and its
affiliates under the commitment letter, and in connection with
the proposed replacement securitization facility.

One of the conditions to effectiveness of the plan is that the
Debtors enter into a credit facility or receivables
securitization facility to replace the existing securitization
facility under which Imperial Sugar Company and certain of the
Debtors are allowed to sell accounts receivable on a non-
recourse basis to an affiliate of the Bank of Montreal.
Following the Petition Date, the Debtors and their management
and professionals have held discussions with a number of
potential parties regarding a replacement for the existing
receivables securitization facility and have had promising
discussions with GE Capital.

GE Capital indicated an interest in providing a replacement
receivables securitization facility to the Debtors. In order to
induce GE Capital to immediately commence its due diligence in
this respect, on April 26, 2001, the Debtors ask for and
obtained authorization to pay GE Capital a deposit of $75,000 to
reimburse GE Capital for certain fees associated with its due
diligence efforts relating to the replacement facility.
Subsequently on May 20, 2001, the Debtors asked for and obtained
an order authorizing them to pay reasonable out-of-pocket
expenses to GE Capital and GECC Capital Market Services, Inc.,
in an amount not to exceed $150,000 (inclusive of the $75,000
deposit), and (ii) indemnify GE Capital and its affiliates in
connection with a proposed replacement receivables
securitization facility.

Since then, the Debtors and GE Capital have been working
diligently in negotiating the terms of the commitment letter to
govern the proposed replacement facility to be arranged and
administered by GE Capital for the Debtors. The Debtors request
prompt consideration of this Motion and entry of an Order to
enable the Debtors to go forward with the proposed replacement
facility. As is customary in the industry, GE Capital will not
incur expenses related to the documentation and negotiation of
the replacement securitization facility until it receives
payment of the amounts requested in this Motion. In order to
have the replacement facility documentation completed and ready
for prompt closing following confirmation of the Plan, the
payments to GE Capital must be made as soon as practicable.
Moreover, the commitment letter will provide that it shall be of
no force and effect unless it is executed by the Debtors and
returned to GE Capital, with payment of the fee and deposit,
shortly after delivery of the final letter by GE Capital, and
the Debtors anticipate that this Court may be unavailable at
that time. The Debtors therefore seek immediate relief.

Under the commitment letter, GE Capital has requested, and the
Debtors have agreed, subject to court approval, that the Debtors
will indemnify and hold harmless GE Capital, its affiliates
(including GECMG and GE capital Commercial Finance, Inc., and
the directors, officers, employees and representatives of any of
them, from and against all claims, reasonable expenses
(including, but not limited to, attorney's fees), damages and
liabilities of any kind which may be incurred by or asserted
against any such person in connection with, or arising out of,
the funding agreement, the financing, the transaction, any
financing related thereto as finally determined by a court of
competent jurisdiction, and any investigation, litigation, or
proceeding related to any such matters; provided, however, that
the Debtors will not be liable for any indemnification to the
extent that any such suit, action, proceeding, claim, damage,
loss, liability or expense (a) results form that indemnified
person's gross negligence, violation of law, rule or regulation,
or willful misconduct, as finally determined by a court of
competent jurisdiction, or (b) results from the breach by GE
Capital, or any of its affiliates (including GECMG and CFT) of
its or their obligations in connection with, or arising out of,
the funding agreement, the financing, the transaction or any
financing relating thereto, as finally determined by a court of
competent jurisdiction. The Debtors believe that the
indemnification requested by GE Capital is customary and
appropriate.

By Motion the Debtors do not intend to seek approval of the
financing at this time. The Debtors tell Judge Robinson they
will move forward for approval of the terms and conditions of
the financing by separate motion to be heard in conjunction with
the Plan.

This Motion has been signed as agreed by each of James E.
Spiotto, of the Chicago firm of Chapman & Cutler representing
the Senior Secured Lenders, as no objection by David M. Fournier
of the Wilmington firm of Pepper Hamilton LLP as local counsel
for the Creditors' Committee, Ian Connor Bifferato of the
Wilmington firm of Bifferato, Bifferato & Gentilotti as local
counsel for the Equity Committee.

Responding to the Debtors' request for speed, Judge Robinson
immediately entered an Order granting the relief requested.
(Imperial Sugar Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LAIDLAW INC.: Canadian Court Enters CCAA Order & Issues Stay
------------------------------------------------------------
By Order of Mr. Justice Farley, before which Laidlaw Inc. and
Laidlaw Investments Ltd. brought an application for protection
under the Companies' Creditors Arrangement Act in the Superior
Court of Justice of Ontario, Canada, being advised that all
interested parties have been given notice and were before the
Court, and being also advised of the chapter 11 filings in the
United States and the presence of postpetition DIP financing,
the Applicants sought and obtained relief under the CCAA, the
Canada Business Corporations Act, and the Business Corporations
Act.

For purposes of this relief Justice Farley recognizes the United
States chapter 11 cases as foreign proceedings and recognizes
the Order for Relief entered by the United States Bankruptcy
Court.

Mr. Justice Farley orders that until such later date as he may
order, no suit, action, enforcement process, extra-judicial
proceeding or other proceeding, against or in respect of the
Applicants or any property, assets or undertakings of the
Applicants, now or hereafter acquired, wheresoever located, and
whether held by the Applicants in whole or in part, directly or
indirectly, as principal or nominee, beneficially or otherwise,
shall be commenced including in each case, and without limiting
the generality of the foregoing, any proceeding with respect to
any securities, instruments, debentures, notes or bonds issued
by or on behalf of the Applicants and any and all proceedings
against or in respect of the Applicants or the Applicants'
property already commenced are likewise stayed and suspended.

Mr. Justice Farley further orders that, during the stay period,
the right of any person, firm, corporation, governmental
authority, or other entity will, without leave, discontinue,
fail to renew, alter, interfere with or terminate any right,
contract, arrangement, agreement, license or permit in favor of
or held by the Applicants or the Applicants' property, or as a
result of any default, breach or non-performance by the
Applicants (other than the rights of the DIP lender with respect
to any default, breach or non-performance by the Applicants of
any covenant or provision as may be contained in documentation
relating to the DIP financing), the making or filing of these
proceedings or any allegation contained in these proceedings.

The Court further orders that, during the stay period, all
persons, firms, corporations, governmental authorities, or other
entities having written or oral agreements with the applicants
or statutory or regulatory mandates for the supply of goods
and/or services, including all computer software, communication
and other data services, centralized banking services, payroll
servicing, insurance, transportation services, utilities and
other required services, by or to the applicants or any of the
Applicants' property, are restrained until further order of this
Court from discontinuing, failing to renew on reasonable terms,
altering, interfering with or terminating the supply of such
goods or services so long a the normal prices or chares for such
goods and services received after the date of this Order are
paid in accordance with present payment practices, or as may be
hereafter negotiated from time to time. However, no creditor of
the Applicants is under any obligation to advance or re-advance
any monies or otherwise extend any credit to the Applicants, and
the Applicants may, subject to the terms of the DIP financing,
by written consent of their counsel of record, agree to waive
any of the protections provided to them by this Order.

Further, Mr. Justice Farley has stayed, during the stay period,
any action which may be commenced or continued in Canada against
any of the directors or officers of the Applicants with respect
to any claim against the directors or officers that arose before
the date of the application, and that relates to any obligations
of the Applicants whereby the directors or officers are alleged
under any law to be liable in their capacity as directors or
officers for the payment or performance of any such obligation.

Mr. Justice Farley expressly authorizes the Applicants to enter
into and perform their obligations under the DIP financing, and
approves the imposition of the liens supporting the obligation
upon the same terms as that in the United States Court. (Laidlaw
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOEWEN: 3rd Amended Plan's Treatment Of Indenture Trustee Claims
----------------------------------------------------------------
In full satisfaction of each Indenture Trustee's fee and expense
Claims for services under the respective Prepetition Indenture
and the fee and expense Claims of the CTA Trustee for services
under the CTA incurred prior to the Effective Date, including
such Claims secured by the Indenture Trustee's charging lien
under the Prepetition Indentures and such Claims secured by the
CTA Trustee's charging lien under the CTA, subject to the
provisions of Section III.E of the Plan, each Indenture Trustee
and the CTA Trustee will receive from Reorganized Loewen Group,
Inc. cash equal to the amount of such Claims, and any charging
lien held by such Indenture Trustee or the CTA Trustee will be
released on the Effective Date. Distributions received by
holders of Allowed Claims in respect of Classes 5, 6, 7, 9 and
19 pursuant to the Plan will not be reduced on account of the
payment of the Indenture Trustees' Claims or the CTA Trustee's
Claims.

No later than [15 days prior] to the commencement of the
Confirmation Hearing, each Indenture Trustee and the CTA Trustee
will submit to LGII, each other Indenture Trustee, the
Creditors' Committee and each of the Principal CTA Creditors
appropriate documentation in support of such fees and expenses
incurred or estimated to be incurred by such Indenture Trustee
or CTA Trustee through the Effective Date, whether incurred
prior to or subsequent to the Petition Date. The amount of these
fees and expenses will be reported to the Bankruptcy Court at
the Confirmation Hearing.

On the Effective Date, Reorganized LGII will pay to each
Indenture Trustee and the CTA Trustee, in full satisfaction of
such Trustee's fee and expense Claim, cash in an amount equal to
the fee and expense amount such Trustee submitted under Section
III.E.2 of the Plan; provided, however, that if on or before the
fifth day [prior to] the Confirmation Date an objection is Filed
with the Bankruptcy Court as to the reasonableness of the fee
and expense amount submitted by any such Trustee, such cash
amount will not be paid to such Trustee but rather will be
placed in a segregated, interest bearing money market account.
In the event of such an objection, the Confirmation Order will
provide that such Trustee's charging lien will attach solely to
the cash placed in such money market account until the funds in
that account are distributed as provided in Section III.E.4 of
the Plan.

In the event of an objection to the amount of an Indenture
Trustee's or the CTA Trustee's fee and expenses as contemplated
by Section III.E.3 of the Plan, the Bankruptcy Court will
approve the fees and expenses requested to the extent that such
amounts are reasonable. A request by an Indenture Trustee or the
CTA Trustee for its fees and expenses will not be subject to the
additional standards contained in section 503(b) of the
Bankruptcy Code. Promptly upon approval by the Bankruptcy Court,
the approved fees and expenses of the Indenture Trustee or the
CTA Trustee will be treated as Allowed Claims and will be paid
from the segregated account established pursuant to Section
III.E.3 of the Plan, plus any interest earned thereon.

After the entry of a Final Order in respect of an objection to
the amount of fees and expenses of an Indenture Trustee or the
CTA Trustee and payment of any amounts required under Section
III.E.3 of the Plan, any amounts remaining in a segregated
account established pursuant to the Plan will be paid over to
Reorganized LGII.

Each respective Indenture Trustee will also be entitled to fees
and expenses incurred following the Effective Date in its
capacity as a Third Party Disbursing Agent with respect to the
Public Notes.

As of the date of this Disclosure Statement, based on
preliminary information furnished by the Indenture Trustees and
the CTA Trustee, the Debtors' estimate of currently accrued fees
and expenses that may be subject to payment pursuant to Section
III.E of the Plan is approximately $5.5 million. This amount
does not include additional fees and expenses that may accrue
prior to the Effective Date. No assurance can be given as to the
actual amount of fees and expenses that will ultimately be paid
pursuant to Section III.E of the Plan. (Loewen Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV STEEL: Accenture Wants Adequate Assurance of Payment
--------------------------------------------------------
Accenture LLP, represented by N. Neville Reid, David S. Curry,
Robert J. Driss, and Stephen J. Brown of the Chicago firm of
Mayer, Brown & Platt, joined by Carl D. Rafoth of the Youngstown
firm of Friedman & Rummel Co., LPA, has an agreement with LTV
Steel for data processing and related services dated July 14,
1995. Accenture tells Judge Bodoh that the Debtor is not meeting
its postpetition obligations under the Agreement, and that LTV
Steel should be ordered to provide Accenture with adequate
assurance of payment for postpetition services. Accenture says
it is reasonably concerned about non-payment because of the
recent and precipitous decline in the Debtor's financial
condition.

Accenture tells Judge Bodoh that the Debtor effectively
outsourced its entire information technology applications,
operations and infrastructure with Accenture. Since 1995
Accenture has continued to provide all services necessary to
operate and manage the information systems and technology that
support the Debtor's businesses. As a result, Accenture has
assumed huge administrative and financial burdens under the
contract. For example, the Contract, which expires in 2005,
requires that Accenture retain subcontractors and employees to
adequately perform the services for LTV, assume financial and
administrative responsibility for obtaining future software-
related consents from third parties; pay worker's compensation,
property, liability and fire insurance for property and
employees under its control; and incur the risk of loss or
damage as to all equipment under Accenture's possession or
control.

The Debtor owes Accenture approximately $10,000,000 for
prepetition services. The Debtor paid for services rendered
through October of 2001, so the prepetition claim arises just
form services provided from the start of November through the
Petition Date less than 8 weeks. Accenture fears that the size
of the bills generated under the Contract and the quickness in
which they accrue both expose Accenture to the risk of
additional multi-million dollar losses if the Debtor is or
becomes administratively insolvent. Under the Contract's present
billing cycle, LTV is billed at the end of a given month for
that month's service, but the bill is not payable until the end
of the following month. In dollar terms, this billing cycle
always puts Accenture at risk for the roughly $4.25 million of
services it typically performs in a given month, but at any
given time the total unpaid amounts outstanding under the
Contract range from $4.25 million to $8.5 million.

The latest financial data regarding the Debtor portrays a recent
and precipitous decline in its financial condition and casts
doubt on its future ability to pay its bills. The Debtor has
admitted suffering, net of special charges, a $44.8 million loss
in March 2001, alone. Thus the rate of loss in March, net of
special charges, was well over $1,000,000 per day. The Debtor
appears to be losing money at a significantly faster rate than
it did in the year 2000, and it appears revenues for the first
quarter of 2001 are $366 million less than they were during the
first quarter of 2000. In addition to such huge operating
losses, the Debtor has pointed to long-term economic forces,
such as national trade imbalances and the alleged unfair dumping
of cheap steel in the American market, as a continuing cause of
the Debtor's financial decline.

Accenture suggests appropriate adequate assurance would be a
requirement that, from and after the date of entry of an Order
granting its Motion, the Debtor prepay in advance, on a monthly
basis, for services to be rendered by Accenture under the
Contract. The monthly payment should be an amount of cash equal
to the average monthly dollar amount of Accenture's services
consumed or used by the Debtor during the pendency of this
bankruptcy case, which average will be determined as of the date
of each such prepayment. Accenture may then apply such monthly
prepayment to actual services rendered in the month following
the date of the prepayment. To the extent the dollar amount of
actual services rendered by Accenture in a given month exceeds
the dollar amount of the monthly prepayment applicable to such
month, the Debtor will pay the insufficiency to Accenture on or
before the date of the next scheduled monthly prepayment. To the
extent the dollar amount of actual services rendered by
Accenture in any given month is less than the prepayment
applicable to such month, any such overpayment will be credited
by Accenture against the next scheduled prepayment. (LTV
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MARATHON NATURAL: Cuts Jobs And Winds Down Canadian Operations
--------------------------------------------------------------
Marathon Natural Foods Ltd. (Marathon) is a wholly owned
operating subsidiary of Marathon Foods, Inc. (the Company). On
June 29 the Company announced the appointment of Richard Hunt as
interim President and CEO of Marathon. Actions to more
accurately qualify the financial state of Marathon began
immediately. Fourth quarter operating results for the period
ending May 31, 2001 will show serious losses and figures for
June will be equally disappointing. Based on Mr. Hunt's
disclosures the Directors of the Company have decided it is
unlikely Marathon can continue as a viable entity. Following the
June 27 resignation of Messrs. Brown and MacDonald, the
directors and officers of the Company are G. Lovell,
Chairperson, R. Hunt, President & CEO and J. Vice Secretary.

While some initiatives that would see the continuation of
Marathon are under consideration, Mr. Hunt has been directed to
proceed with a program that will result in the cessation of
operations for Marathon. Accordingly, most of the employees of
Marathon have been terminated. Normal deliveries by Marathon
will be suspended as of July 21, 2001.

The first place creditor of Marathon, the National Bank of
Canada has reviewed the operation and is currently allowing the
orderly disposition of inventory and collection of receivables
on a day by day basis. Other creditors' situations will be
addressed according to their ranking.


MARINER POST-ACUTE: Amends Waldon & Metairie, Louisiana Leases
--------------------------------------------------------------
The Mariner Post-Acute Network, Inc. Debtors are currently
parties to leases for two facilities located in Louisiana, the
Metairie Facility and the Waldon Facility, both controlled by
the same principals, but are leased to the Debtors by two
different corporate entities. The Waldon Facility is in good
shape. The Metairie Facility has been going downhill in recent
years, due in large part to its physical plant and the Debtors
see hope in improving the situation. In an effort to continue
the profitability of Waldon and increase profitability of the
Metairie, the Debtors sought and obtained the Court's authority
to enter into a Lease Amendment pertaining to each.

       The Waldon Facility and Metairie Facility Leases

Although entered into at two different times, the Leases, both
as amended from time to time, are currently set to expire on May
31, 2002. Both Leases contain a fifteen-year renewal option,
exercisable at the Debtors' discretion.

(A) Waldon

     The Waldon Lease is between Debtor Living Centers-East, Inc.
(LCE), as tenant, and Waldon Memorial, as lessor, both
successors-in-interest. The Waldon Facility is a 177-bed
skilled-nursing facility located at 2401 Idaho Street, Kenner,
Louisiana. The current monthly rental payment for the Waldon
Facility is $28,750.

For the year ended September 30, 2000, the Waldon Facility had
operating revenues of approximately $976,000 before interest,
taxes, depreciation, and amortization (EBITDA), with an average
occupancy rate during the same period of 79.1%. For the five-
month period ended February 28, 2001, the Facility had positive
EBITDA of approximately $419,000, with an average occupancy rate
during the same period of 80.7%. The Debtors believe that the
Waldon Facility will continue to be a profitable facility.

(B) Metairie

     The Metairie Lease is between LCE, as tenant, and Hickory,
as lessor, both successors-in-interest. The Metairie Facility is
a 186-bed skilled-nursing facility located at 6401 Riverside
Drive, Metairie, Louisiana. The current monthly rental payment
for the Metairie Facility is $28,750.

While once a profitable facility, in recent years the Metairie
Facility has incurred significant operating losses, due in large
part to a decline in the average occupancy at the Metairie
Facility. The Debtors believe that the decline in occupancy at
the Metairie Facility is likely the result of the increasing
deterioration in the Metairie Facility's physical plant.

For the year ended September 30, 2000, the Metairie Facility had
negative EBITDA of approximately $237,000, with an average
occupancy rate of 74.7% for the same period. For the five-month
period ended February 28, 2001, the Metairie Facility had
positive EBITDA of approximately $12,000, with an average
occupancy rate of 67.1% for the same period.

       The Amendments to the Waldon and Metairie Leases

Due in large part to the Metairie Facility's continuing losses,
the Debtors initiated discussions with the principals that
control the Louisiana Facilities. Their discussions resulted in
the subject Lease Amendments.

Pursuant to the Metairie Amendment and the Waldon Amendment
(collectively, the "Amendments"), the current term of the Leases
will be extended from May 31, 2002 to and including November 30,
2003. The Debtors will retain the right to exercise the fifteen-
year renewal option provided for in the Leases, which, if
exercised, will begin to run on December 1, 2003 and expire on
November 30, 2018 pursuant to the Amendments. The extension of
the current term of the Leases was negotiated so as to provide
the Debtors more time to evaluate the performance of the
Facilities before having to exercise the fifteen-year renewal
options provided for in the Leases.

The Amendments further provide for repairs, capital
improvements, and renovations to be made by the Debtors at both
Facilities, which must be completed prior to the expiration of
the Leases on November 30, 2003.

The improvements to be made at the Metairie Facility will
require the Debtors to spend approximately $500,000. However,
there are rent concessions of approximately $10,750 per month.
Pursuant to the Metairie Amendment, the Debtors monthly rent
from March 1, 2001 to November 30, 2003 will be reduced to
$18,000 per month. With this, the Debtors believe that the
landlord essentially is funding approximately $355,750 of the
approximately $500,000 to be spent on such improvements. The
Debtors will, therefore, only be responsible for approximately
$144,250 of the cost of such improvements. The Debtors tell
Judge Walrath this amount is less than what they typically spend
in capital improvements for their other facilities during
similar periods.

The repairs, capital improvements, and renovations required to
be made by the Debtors at the Waldon Facility are much more
limited, and will cost the Debtors approximately $200,000. The
Debtors will not receive rent concessions pursuant to the Waldon
Amendment. There is no increase either; the current monthly rent
will remain the same until November 30, 2003.

Finally, the Amendments obligate the Debtors to pay all
outstanding ad valorem taxes attributable to the Facilities.
Therefore, the Debtors will be obligated to pay $27,200 to
Waldon Memorial and $36,068.68 to Hickory in satisfaction of
such tax obligations.

                            *   *   *

By providing for the improvement of the physical state of the
Facilities, the Debtors believe that the Amendments will help to
ensure the continued profitability of the Waldon Facility and
help to significantly increase the profitability of the Metairie
Facility. The Louisiana Facilities are located in an area that
is densely populated and, therefore, can support high occupancy
rates for both facilities. The Debtors believe that the capital
improvements to be made by the Debtors at both Facilities
pursuant to the Amendments are both reasonable and necessary if
the Debtors hope to take advantage of the strategic placement of
such Facilities to increase profitability.

Moreover, the burden of funding such improvements is in large
part being shouldered by the principals that control the
Facilities, through the significant rent concessions provided
for in the Metairie Amendment.

The Amendments also provide for an extension of the current
term, which will give the Debtors more time to evaluate the
financial performance of both Facilities before having to
exercise the fifteen-year renewal options provided for in the
Leases.

The Debtors believe each of the Leases to be a valuable asset of
their estates. The Waldon Lease has historically been a very
profitable Facility and the improvements provided for in the
Waldon Amendment will help to ensure that it remains so in the
future. The Metairie Facility is a valuable asset of the
Debtors' estates because of its potential to become a profitable
facility.

The Debtors, therefore, believe that it is a sound exercise of
their business judgment to enter into the Amendments for the
best interest of their estates and creditors. (Mariner
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MCMS INC.: Moody's Cuts Senior Debt Ratings to Lower-C Levels
-------------------------------------------------------------
Moody's Investors Service lowered its ratings on MCMS Inc. The
downgrades are based on the reduced prospects for full recovery
of principal outstanding on MCMS' amended and restated senior
secured bank credit facility, of which nearly $100 million was
outstanding as of May 31, 2001.

Rating actions:

      * $145 million 9-3/4% senior subordinated notes and $30
        million floating interest rate subordinated term
        securities, both due 2008, to C from Caa3

      * $52 million amended and restated senior secured revolving
        credit facility, due 2004 to Caa3 from B3

      * senior implied rating to Ca from Caa1, while its

      * senior unsecured issuer rating to C from Caa2

Moody's also confirmed the "c" rating on the company's $30
million 12-1/2% PIK senior exchangeable preferred stock, due
2010.

The ratings outlook remains negative while approximately $197.0
million of debt securities are affected.

Moody's believes that the likelihood of any meaningful recovery
on the $175 million senior subordinated notes is remote barring
a possible merger or sale of the company, in which a portion of
the company's senior subordinated notes may be assumed in
connection with an overall debt restructuring.

Since May 31, 2001, MCMS has been operating under an informal
agreement with its lenders. The company has been delaying a
declaration of default through at least July 31 which have led
to a covenant violation under the facility, Moody's stated.

The outlook remains negative, reflecting the company's
continuing use of cash in operations, including salaries to
certain key employees for whom retention agreements have been
arranged. In addition, there is no assurance that any
forbearance would be extended beyond July 31, 2001 despite
discussions that are proceeding with its credit facility
lenders, the rating agency said.

MCMS, Inc. maintains facilities in Durham, North Carolina;
Colfontaine, Belgium; Penang, Malaysia; Monterrey, Mexico and
Singapore. MCMS provides electronic manufacturing services to
OEMs in the networking, telecommunications, computer services,
and other rapidly growing sectors of the electronics industry.
The company headquarters is in Nampa, Idaho.


METRICOM INC.: Ricochet Subscriber Count Increases by 57%
---------------------------------------------------------
Metricom (NASDAQ: MCOM), a high-speed wireless data services
company, said that its high-speed Ricochet subscriber count as
of June 30, 2001 had increased quarter over quarter to 34,500.
This represents an increase of 57% compared with 22,000
subscribers reported at March 31, 2001. A significant component
of the increase is attributable to the Company's local marketing
campaign and new service offering in the existing San Diego
market.

As of June 30, 2001, subscriber numbers totaling 51,200
comprised 34,500 subscribers to Metricom's high-speed service
and 16,700 subscribers to its original 28.8 kbps service. This
compares with 22,000 subscribers to the high-speed service and
18,900 subscribers to the 28.8 kbps service at the end of the
preceding quarter. The Company experienced its strongest growth
in San Diego, with the number of subscribers to the high-speed
service increasing by more than 200% during the quarter relative
to the preceding quarter. Subscribers to the Company's new low-
cost Ricochet 128 kbps local service represented over 70% of
subscriber growth in San Diego since the new service was
launched in mid-May.

Commenting on the announcement, Interim CEO Ralph C. Derrickson
said, "We are pleased with the growth in subscriber numbers,
especially in San Diego. The early response to our new service
offerings is consistent with our market research suggesting
there are additional buying segments for our Ricochet service."

Introduction of the Ricochet $44.95 128 kbps local service
resulted in the addition of nearly 1,300 subscribers within the
first six weeks in the San Diego market alone. This rapid
adoption of the local service was accompanied by growth in the
number of subscribers to the existing national 128 kbps service
of nearly 30% during the same period. The new local service is
designed to appeal to consumers and business people alike who
seek high-speed access alternatives to DSL and Cable and value
the added flexibility and mobility that the Ricochet wireless
solution can provide.

                      About Metricom

Metricom, Inc. is a high-speed wireless data Company. With its
high-speed Ricochet mobile access, Metricom is making
"information anytime" possible-at home, at the office, on the
road, and on many devices. Founded in 1985, Metricom has spent
more than 15 years on the development of its distinctive
MicroCellular Data Network (MCDN) technology. That experience
has enabled Metricom to develop the fastest wireless mobile data
networking and technology commercially available today. Ricochet
has been operating since 1995 at speeds up to 28.8 kbps. The new
Ricochet, delivering user speeds of 128 kbps, is currently
available in thirteen markets and is connected to two other
service areas (Seattle and Washington DC) to increase coverage
for mobile professionals.


METROCALL: S&P Downgrades Senior Subordinated Note Rating to D
--------------------------------------------------------------
Standard & Poor's lowered its rating on Metrocall Inc.'s 9.75%
senior subordinated notes due 2007 to D from single-C. The
rating on unit ProNet Inc.'s 11.875% senior subordinated notes
due 2005, which are guaranteed by Metrocall, was also lowered to
D from single-C. These ratings were simultaneously removed from
CreditWatch negative.

The single-C rating on Metrocall's $200 million senior secured
bank facility remains on CreditWatch with negative implications,
as the company has not defaulted on payment of interest on this
debt.

The rating action on Metrocall's 9.75% senior subordinated notes
and on ProNet's 11.875% senior subordinated notes follows the
company's interest payment default on these notes, which were
due June 15, 2001, and July 15, 2001, respectively.

Metrocall had announced in April 2001 that it would file for
bankruptcy reorganization under Chapter 11 of the U.S.
Bankruptcy Code in conjunction with its planned merger with
WebLink Inc. However, in May 2001 the company announced that it
was seeking to renegotiate its agreement to combine with WebLink
in light of new events, including WebLink's announcement of
personnel reductions and elimination of sales distribution
channels.


NETSPEAK: Special Shareholders' Meeting Set For August 14
---------------------------------------------------------
NetSpeak Corporation will hold a special meeting of shareholders
at the Embassy Suites Hotel, 661 Northwest 53rd Street, Boca
Raton, Florida 33487, at 10:00 A.M. local time, on August 14,
2001 for the following purposes:

      (1) To consider and vote upon a proposal to approve the
merger and merger agreement dated June 11, 2001 whereby, among
other things:

          - A Tech Merger Sub, Inc., a wholly-owned subsidiary of
Adir Technologies, Inc., will merge with and into NetSpeak,
which will survive the merger and become a wholly-owned
subsidiary of Adir,

          - Each outstanding share of NetSpeak common stock will
be converted into the right to receive the cash merger
consideration, which is equal to $3.10, without interest,
subject to adjustment to not less than $3.00 based on the cash
on hand at the merger's closing date, and

          - Each option to purchase NetSpeak common stock
outstanding as of June 11, 2001 and that remains outstanding at
the closing of the merger with an exercise price less than the
cash merger consideration will be canceled and the holder
thereof will be entitled to receive cash equal to the difference
between the cash merger consideration and the applicable
exercise price of the option, less applicable withholding taxes.

      (2) To transact any other business which properly comes
before the special meeting or any adjournments or postponements.
Only shareholders of record at the close of business on July 2,
2001 are entitled to notice of and to vote at the special
meeting and any adjournments or postponements thereof.


PACIFIC GAS: Big Valley Presses For Power Purchase Decision
-----------------------------------------------------------
Big Valley Lumber Company needs an immediate decision from
Pacific Gas and Electric Company about whether it will elect to
assume or reject a 1983 Power Purchase Agreement. Alternatively,
Big Valley must obtain relief from the automatic stay
immediately in order to terminate the contract.

Bruce Main, Big Valley's President and Chief Executive Officer,
explains that his company operates lumber mills in Burney and
Bieber, California, and are the largest employers in those
cities. The breakdown of logs into lumber at these facilities
generates substantial amounts of wood waste. Big Valley uses the
waste to fuel a wood-burning QF and provide PG&E with the excess
electricity the lumber mills don't need.

PG&E owes Big Valley approximately over $500,000 on account of
pre-petition and post-petition power purchases. Big Valley has
done everything it knows to do to conserve cash, but the
situtation is now critical. Either the Debtor starts paying or
Big Valley will permanently shut-down and lay-off 100 workers.
Income from PG&E, in short, Robert F. Kidd, Esq., at Tamamoto
Kidd, LLP, in Oakland, California, explains, underwrites the
lumber-milling operation. Unless PG&E sends money, Big Valley's
QF will go off-line in a matter of days. (Pacific Gas Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PAYLESS CASHWAYS: Posts $58MM Loss For Quarter Ended May 2001
-------------------------------------------------------------
Net sales of Payless Cashways Inc., for the quarter ended May
26, 2001, decreased 35.9% on a same-store sales basis and
decreased 43.5% from the same period of 2000 in total. (Same
stores are those open one full year.) Net sales for the first
half of 2001 decreased 32.6% on a same-store basis and 38.7%
from the same period of 2000 in total.

Net loss for the quarter ended May 26, 2001, was $58.3 million
compared to net income of $0.5 million for the same period of
2000. For the first half of 2001, net loss was $58.0 million
compared to $3.7 million for the same period of 2000.

Because of declining sales and contractual constraints of the
Company's 1999 Credit Agreement the Company did not have
sufficient liquidity to fund its current operations or procure
and purchase necessary inventory as of May 26, 2001. In the
second quarter the Company's asset based lenders significantly
constricted credit, thereby reducing cash availability under the
Company's current agreement (the 1999 Credit Agreement). As a
result, late vendor payments resulted in product procurement
issues and "out-of-stocks" which contributed to further sales
declines in April and May of the current fiscal year. The
spiraling effect of sales declines and cash constriction
seriously impaired the Company's operating performance during
the second quarter of fiscal 2001. The situation was exacerbated
by the inability to procure core products. In the course of the
Company's subsequent negotiations with its senior lenders to
restructure its debt and after considering all other
alternatives with its financial adviser, Peter J. Solomon and
Company, the Company concluded that a Chapter 11 proceeding
provided the best approach for a comprehensive financial
restructuring of the Company. This action is intended to improve
the Company's competitive position by establishing a more
appropriate capital structure to operate the business.

On June 4, 2001, the Company filed a voluntary petition to
reorganize under Chapter 11. The Company will operate its
business as a debtor-in-possession, subject to the jurisdiction
of the Court, while pursuing the finalization of a
reorganization plan designed to restructure the Company's
capitalization. As a debtor-in-possession in Chapter 11, the
Company may not engage in transactions outside of the ordinary
course of business without the approval, after notice and
hearing, of the Court.

The Chapter 11 filing results in an automatic stay of the
commencement or prosecution of claims against the Company that
arose before the Petition Date. Until a reorganization plan is
confirmed by the Court, payments of pre-petition liabilities
will be limited to those payments approved by the Court. In
addition, a plan of reorganization will materially change the
amounts currently recorded in its financial statements. The
financial statements do not include any adjustments to reflect
the possible future effects of the recoverability and
classification of assets, the amounts and classification of
liabilities which may be allowed in a reorganization plan, or
the ultimate capitalization of the Company.

Once the Company files a disclosure statement and plan of
reorganization with the Court, the Court must determine whether
the disclosure statement contains adequate information to permit
a creditor to make an informed decision about the plan. Once the
disclosure statement is approved, the plan will be presented to
the Company's impaired creditors and equity security holders.
Unless otherwise ordered by the Court, confirmation of the plan
requires approval of all impaired classes of creditors and
affirmation by the Court. There can be no assurance that the
plan, when filed, will be so approved and affirmed.

If the Company is unable to obtain confirmation of a plan, its
creditors or equity security holders may seek other alternatives
for the Company, including bids for the Company or parts thereof
through an auction process. In that event, it is possible that
certain assets would not be realized and additional liabilities
and claims would be asserted which are not presently reflected
in the financial statements and which are not presently
determinable. The effect of any such assertion or non-
realization could be material. The Company will incur
professional fees and other cash demands typically incurred in
bankruptcy.

The rights of pre-petition creditors and shareholders and the
ultimate payment of their claims and interests may be
substantially altered and, in some cases, eliminated under the
Bankruptcy Code. It is not possible at this time to predict the
ultimate outcome of the Chapter 11 proceeding or its effects on
the Company's business or on the claims or interests of
creditors or shareholders. The claims of pre-petition unsecured
creditors and the interests of shareholders will likely be
materially adversely affected.


POLAROID CORP.: Says Bondholder Negotiations to Start in August
---------------------------------------------------------------
Polaroid Corporation (NYSE: PRD) posted an operating loss of $52
million for the second quarter, including $16 million in one-
time losses associated with the liquidation of discontinued
models and product lines. Excluding these inventory liquidation
charges, the second quarter operating loss was $36 million and
in line with the company's previously announced expectations. In
June the company had projected a second quarter operating loss
of about the same as in the first quarter, which was $38 million
excluding one-time charges and real estate gains.

Consistent with its strategy to focus on cash generation,
Polaroid reported $7 million of positive net cash flow during
the quarter. Working capital improved by $30 million, including
a $61 million decrease in inventories versus the end of the
first quarter. Net debt -- defined as gross debt less cash --
decreased by $7 million to $854 million at the end of the second
quarter and includes $94 million in cash and equivalents.

Polaroid reported a diluted loss-per-share of $2.36 for the
second quarter on revenues of $334 million compared to diluted
earnings-per-share (EPS) of $0.59 for the second quarter last
year on revenues of $486 million. This year's second quarter
included a $53 million non-cash income tax charge to establish a
valuation allowance against deferred tax assets. Excluding the
tax charge, as well as one-time real estate gains and inventory
liquidations, and using a normal 35 percent effective tax rate,
the diluted loss-per-share would have been $0.84 for the second
quarter.

Gary T. DiCamillo, chairman and chief executive officer, said
that Polaroid continues to be focused on liquidity, cash
generation and managing its debt. He summarized actions the
company took last week consistent with this focus.

"First, we received waivers from our U.S. and European bank
groups through October 12, 2001. This will allow us to proceed
with our operational restructuring and continue dealing with our
vendors and customers on a business-as-usual basis. Second, we
announced that we would forgo bond interest payments in July and
August with the objective of developing a capital structure that
better supports our long-term business plans. We intend to begin
good faith negotiations with our bondholders in August. Finally,
we announced that Polaroid would be exploring strategic
alternatives with the assistance of our investment bankers," he
said.

DiCamillo noted that Polaroid continued to make progress on its
five-point program in the second quarter. Polaroid:

      * announced its second restructuring plan of 2001 with the
objective  of achieving $235 million to $260 million of annual
cost savings and  reducing the number of manufacturing plants by
one third;

      * reduced working capital by $30 million in the second
quarter and by $75 million in the first half of 2001. The
company also set a new goal of a $150 million reduction for the
full year;

      * reduced capital expenditures to $16 million in the second
quarter, about the same as in the first quarter and less than
half the spending rate of last year;

      * sold its 56-acre Reservoir site for $70 million and, in
partnership with Spaulding & Slye, sold a majority of its
Memorial Drive site in Cambridge for $36 million. The company
also committed to exploring further real estate sales this year;

      * accelerated its instant digital printing strategy with
the introduction of Opal and Onyx technologies to the investment
community on May 31 in New York City.

DiCamillo reiterated Polaroid's two-part business model
announced at its May 31 investor meeting:

      (A) to manage the traditional instant film business for
cash and  profitability and

      (B) to create a new instant digital printing business
designed for growth through partnerships.

"We are in negotiations with several business partners who have
shown strong interest in our Opal and Onyx instant digital
printing platforms. We plan to release more details in the third
quarter," he said.

Second quarter revenues declined 31 percent from the same
quarter last year. About half the decline was due to the weak
economy and less demand for instant cameras and films. The
balance reflected a difficult comparison with last year's second
quarter, which included new product introductions, as well as
product liquidations, dealer inventory reductions, discontinued
businesses and the impact of foreign exchange.

Revenues in the Americas region totaled $226 million for the
second quarter compared with $311 million for the same period
last year. Within the Americas, sales in the U.S. were $194
million versus $273 million for the second quarter of 2000.
Revenues in Europe totaled $62 million compared with $100
million in the same quarter last year. Asia Pacific sales were
$46 million versus $75 million in the second quarter 2000.

Gross margin for the second quarter was 28 percent of sales
compared to 46 percent of sales for the same quarter a year ago.
The decline in gross margin was due primarily to the impact of
higher manufacturing costs driven by a reduced production
schedule and the decision to increase cash by selling off
discontinued inventory. Excluding inventory liquidation sales,
gross margin would have been 34 percent.

Marketing, research, engineering and administrative expenses
totaled $143 million for the second quarter compared with $173
million spent on these expenses during the second quarter last
year.

For the first six months of 2001, net cash usage was $14
million. The diluted EPS decreased from $0.56 for the first half
of 2000 to a diluted loss-per-share of $4.35, including all
charges, for the same period in 2001. Six-month revenues totaled
$664 million versus $888 million for the same period last year.

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


PSINET INC.: Moves To Set-Up De Minimis Asset Sale Protocol
-----------------------------------------------------------
PSINet, Inc. currently holds a variety of assets that they
believe could be sold to raise cash without impact on their core
operating businesses. These saleable assets include:

       (a) minority equity interests in companies;
       (b) furniture, fixtures and equipment;
       (c) assets not in use; and
       (d) other miscellaneous assets.

The Debtors tell Judge Gerber that in some instances they will
need to effectuate these sales on an accelerated schedule,
either because of the demands of the buyer or because of costs
of continuing to operate certain businesses.

Furthermore, the Debtors believe that waiving or simplifying the
hearing and notice procedures for the sale, in accordance with
the value and nature of the assets, will enable them to maximize
net return on the sales and will still be appropriate in their
chapter 11 cases.

Specifically, the Debtors seek the Court's authorization to
negotiate, finalize and close on any sale (or series of related
sales), free and clear of all liens, claims, interests and
encumbrances with all valid Liens to be satisfied from the net
proceeds of the sales, of:

(A) "De Minimis Assets of no greater than $100,000

      -- without further notice, hearing or bankruptcy court
         approval;

(B) "Limited Notice Assets" not exceeding $500,000

    -- with ten days prior written notice to the U.S. Trustee and
       counsel for the Committee, and either:

      (i)  proceed to closing if the Debtors receive an objection
           from the U.S. Trustee or the Committee within the ten
           days,

      (ii) consult with the objecting party or parties and
           attempt to resolve the objection to the satisfaction
           of all parties involved and if no consensual
           resolution can be reached, to either abandon the
           proposed sale or request approval of the sale by
           motion in accordance with 11 U.S.C. Section 363.

(C) Public Venture Investments into the public securities
     markets at prevailing market prices ("Public Market Sale
     Assets")

      -- without additional notice or hearing,

In this Motion, the Debtors do not seek authority to sell any
assets subject to purported capital leases (without the consent
of such lessors) although the Debtors contend that the capital
leases are disguised financings.

For purposes of this Motion, "Carrying Value" as to an asset
means the lesser of original cost or the book value for such
asset as reflected on PSINet's audited balance sheet as of
December 31, 2000; and "Market Value" as to an asset means the
fair market value of such asset as determined within 30 days of
the date of sale by the Debtors in their reasonable discretion.
(PSINet Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


QUANTUM SOUTHWEST: Files For Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Quantum Southwest Medical Management Inc. (QSMM) and Quantum
Southwest Medical Associates (QSMA) (collectively "Quantum")
said that they had filed petitions for protection under Chapter
11 of the bankruptcy code. Quantum will continue to operate in
the ordinary course of business and will seek approval from the
bankruptcy court for a plan of reorganization.

Dr. Chere Covin, president of QSMA, stressed "That our principal
and foremost goal is to continue our customary quality of care
and service to our patients." Dr. Curtis Ryder, chairman of
QSMA, stated, "That at this time a reorganization of our
business will assist with our goal of patient care."

While in reorganization, the company will continue to provide
all current services including medical management and claims
processing for its many medical service providers.

Alvaro Montealegre, chief executive officer of QSMM, said, "The
board of directors of both companies are taking this step
reluctantly, but have concluded that the filing is in the best
interest of Quantum's shareholders, creditors and the patients
to whom Quantum arranges to provide medical services. This
action gives Quantum the opportunity to pursue continued
negotiations with its primary business partners so as to allow
uninterrupted operations while Quantum develops a plan of
reorganization." QSMM is a Management Services Organization
(MSO). QSMM and its affiliated organizations currently manage
eighteen health centers in and around San Antonio. These health
centers provide services to approximately 34,000 capitated
(Commercial - 17,000 and Medicare + Choice - 17,000) as well
many "fee for service" lives. In addition, QSMM and its
affiliated organizations provide management services for one
OB/GYN Professional Association and 60,000 commercial members.

QSMA is a Texas non-profit corporation formed to provide and
arrange for the provision of medical and health care services to
its members. Quantum will continue to focus on the satisfaction
and loyalty of its customers and a sound integrated relationship
with its service provider network.


SAFETY-KLEEN: Selling Vacant Land In Charlotte NC To Danner Cos.
----------------------------------------------------------------
Safety-Kleen Systems, Inc., 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 to sell vacant land owned by Safety-Kleen Oil Services,
Inc., located in Charlotte, North Carolina, to Danner Companies,
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 property is comprised of approximately 1.09 acres of land
located on Venice Street in the City of Charlotte, Mecklenburg
County, North Carolina. The property was formerly occupied and
used by the Seller as an oil collection site. At present,
however, neither Systems nor the Debtors is using the property
and it is vacant.

                      The Sale Terms

The Debtors propose that Systems convey its interest in the
property to the Purchaser, for which the Purchaser will pay
Systems the sum of $10,000. The Closing Date must occur in July,
2001. The Seller will pay all real estate and ad valorem taxes
levied and assessed against the property for the years prior to
the calendar year of closing, but only to the extent permitted
by the Bankruptcy Code. Upon execution of the Sale Agreement,
the Purchaser paid a good faith deposit of $100. The balance of
the Purchase Price is to be paid on closing.

The Debtors are soliciting higher and better bids for the
property. A qualifying higher offer must be a minimum of $12,000
- $2,000 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 $1,000 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 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 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.

This sale, the Debtors tell Judge Walsh, is in their sound
business discretion. The property is not in use at the present,
but the Seller remains liable for the carrying costs of the
property, such as taxes and insurance. Neither the Seller nor
the Debtors are deriving any benefit from the property, and
believe that this sale will maximize its benefit for these
estates and their creditors. The Debtors further believe that an
expeditious sale is necessary to assure that the greatest
possible price is received for this property.

The Debtors believe that any delay will jeopardize Systems'
ability to realize that value, which the Debtors describe as
fair and reasonable. Prior to entering into this sale agreement,
the Debtors, together with Cushman and Wakefield of Illinois,
marketed the Elgin property through the use of direct mailings
and advertising on the property. 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 Systems' estate. In
addition, this sale is subject to competing bids, thus ensuring
that Systems 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
Debtors.

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 Elgin property is a necessary step
toward a reorganization plan, and accordingly should be exempt
from any stamp or similar tax.

                      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, Commercial Carolina
Corporation, through Cushman & Wakefield Atlanta, assisted the
Debtors in their marketing with respect to the Elgin property by
advertising the property and engaging in direct mailings with
respect to the property. The Debtors believe that payment of a
broker's fee of 6% of the purchase price, or $600, 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 property.

              Judge Walsh Okays This Sale

Judge Walsh grants this Motion on the terms and conditions
stated in the Motion. (Safety-Kleen Bankruptcy News, Issue No.
18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SERVICE MERCHANDISE: Eugene Pigeon Asks To Annul Automatic Stay
---------------------------------------------------------------
Eugene R. Pigeon, Jr., moves the Court for relief from the
automatic stay of 11 U.S.C. section 362 in order to proceed with
state court litigation pending in the Supreme Court of Erie
County in the State of New York, against multiple defendants
including Service Merchandise Company, Inc.

The Movant seeks to file a Complaint for declaratory judgment
against Indemnity Insurance Company of North America and Federal
Insurance Company to determine their liability under insurance
contracts. The Movant tells Judge Paine that under applicable
state law the Debtor is a necessary party in the declaratory
judgment action.

Accordingly, Movant seeks relief from the Court:

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

(B) That the automatic stay be lifted for the further purpose of
     allowing the Movant to establish and recover a judgment
     against the Debtor's insurance carrier, which would not be
     paid from property of the estate;

(C) For an order requiring the Debtor to identify its insurance
     carriers and provide all relevant policy and claims
     information to Movant;

(D) The the automatic stay be lifted so that Movant may bring a
     complaint as mentioned above.

(Service Merchandise Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SHOOTING GALLERY: May File for Bankruptcy & itemus Has Exposure
---------------------------------------------------------------
itemus inc. (OTCBB:ITMUF, TSE:ITM), announced that to date its
recent financing efforts have not been successful, further
jeopardizing the corporation's ability to meet its obligations.
While steps are being taken to access additional sources of
capital, itemus' current financial situation has forced it to
review all alternatives including sales of assets, sales of
operating divisions and additional cost cutting.

The corporation also indicated that ongoing creditor pressures
will likely compel its Shooting Gallery subsidiary to file a
petition for relief under the U.S. Bankruptcy Code in the near
term. As previously announced, itemus may be liable for up to
U.S.$10 million of Shooting Gallery's obligations. Negotiations
with the creditors involved are continuing, however, there can
be no guarantee that such negotiations will prove successful.

itemus reiterated that without additional capital it will be
unable meet its financial obligations.


TEXAS EQUIPMENT: Files Chapter 11 Petition in Lubbock, Texas
------------------------------------------------------------
Texas Equipment Corporation (OTC Bulletin Board: TEXQ) filed a
Chapter 11 reorganization proceeding in federal bankruptcy court
in Lubbock, Texas. The Company reported that it was continuing
its efforts to obtain additional equity financing to allow it to
sustain operations during the continuing downturn in the
agricultural economy or to find a prospective buyer for the
Company's business, and hoped that the reorganization proceeding
would allow it the opportunity to do so in an organized manner.
However, the Company also reported that Deere & Company had
recently notified the Company of its decision to terminate the
Company's Deere agricultural equipment dealerships if a
satisfactory financing source or investor had not been
identified. The Company indicated it intends to contest any such
efforts to terminate its dealerships in the reorganization
proceeding.

Texas Equipment Corporation operates eight John Deere
dealerships in West Texas and Eastern New Mexico, specializing
in the distribution, sale, service and rental of equipment,
primarily supplied by Deere & Company, to the agricultural
industry.


TEXAS EQUIPMENT: Chapter 11 Case Summary
----------------------------------------
Debtor: Texas Equipment Corporation
         dba Texas Equipment Company, Inc.
         P.O. Box 790
         Seminole, TX 79360

Chapter 11 Petition Date: July 5, 2001

Court: Northern District of Texas (Lubbock)

Bankruptcy Case No.: 01-50829

Judge: Robert L. Jones

Debtor's Counsel: Mike Calfin, Esq.
                   P.O. Box 737
                   1320 Avenue Q
                   Lubbock, TX 79408
                   806-763-4665


TRANS ENERGY: Director Gary F. Lawyer Resigns
---------------------------------------------
On July 2, 2001, Gary F. Lawyer tendered his resignation as a
Director of Trans Energy, Inc., effective June 29, 2001, for
personal reasons and to pursue other ventures. Mr. Lawyer agreed
to continue to work with Trans Energy on a consulting basis as
needed. Mr. Lawyer served as a director of Trans Energy since
February 1998.

As of July 13, 2001, the vacancy created on the Board of
Directors by Mr. Lawyer's resignation has not been filled.


USG CORPORATION: Seeks More Time To File Schedules
--------------------------------------------------
Due to the complexity of USG Corporation's businesses and their
significant assets, liabilities, financial and transactional
records, executory contracts and unexpired leases, Paul E.
Harner, Esq., at Jones, Day, Reavis & Pogue, tells the Court,
the Debtors will be unable to complete and file their Schedules
of Assets and Liabilities, Schedules of Current Income and
Expenditures, Statements of Financial Affairs and Statements of
Executory Contracts by July 10, as required by Rule 1007 of the
Federal Rules of Bankruptcy Procedure.  The additional 15 day
grace period through July 25, Mr. Harner advises, available by
way of recently-promulgated Local Bankruptcy Rule 1007-1 for
Delaware debtors with more than 200 creditors, won't be
sufficient either.

Mr. Harner advises Judge Farnan that he can anticipate a motion
requesting a "typical" 60-plus day extension. (USG Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


VLASIC FOODS: Wants To Modify Non-Union Workers' Retirement Plan
----------------------------------------------------------------
David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom, in
Wilmington, Delaware, relates that the Debtors currently
maintain the Vlasic Foods International Inc. Retirement and
Pension Plan for Employees Not Covered by Collective Bargaining
Agreements.

According to Mr. Hurst, this pension plan is a defined benefit
pension plan covered by Title IV of the Employee Retirement
Income Security Act of 1974 (ERISA) that provides certain
retirement benefits to the non- union employees of Vlasic Foods
International Inc. and certain of its affiliates.

But now, Mr. Hurst discloses, it is no longer possible for the
Debtors to continue maintaining this pension plan. Under their
Joint Plan of Distribution, the Debtors will dissolve on or soon
after the effective date of the Plan. The non-union employees'
pension plan will no longer have a sponsor by then. As a result,
Mr. Hurst says, the Debtors are forced to terminate the pension
plan before their dissolution.

Under the law, Mr. Hurst explains, the termination of a defined
benefit pension plan is accomplished through either a standard
termination or a distressed termination.

In this case, the Debtors intend to terminate the Pension Plan
through the standard termination procedures of ERISA. This means
that prior to the effective date of the termination, the Debtors
are obligated to:

      (a) fund the Pension Plan in accordance with the minimum
          funding standards under ERISA,

      (b) pay all required insurance premiums of the Pension
          Benefit Guaranty Corporation (PBGC), the United States
          government agency that administers distress
          terminations of defined benefit plans, and

      (c) comply with all applicable requirements of the Pension
          Plan and ERISA.

The Debtors assures Judge Walrath that they will provide a 60-
day advance notice to affected parties of their intention to
terminate the Pension Plan.

The Debtors believe that the assets of the Pension Plan will be
sufficient to satisfy all benefit liabilities determined as of
the termination date.

The Debtors also anticipate that a number of participating
employees may desire to receive their benefits in a lump sum.
However, Mr. Hurst notes, the Pension Plan does not currently
allow participants to receive their benefits in a lump sum when
the value of such benefits is greater than $10,000.

By motion, the Debtors ask Judge Walrath to authorize them to
modify the Pension Plan so that it will:

      (1) allow the Debtors to permit participants, the value of
whose benefits is greater than $10,000, to elect voluntarily to
receive their benefits in a lump sum in connection with the
termination of the Pension Plan;

      (2) make other technical amendments to the Pension Plan
that are necessary to cause the Pension Plan to be in full
compliance with recent tax legislation; and

      (3) eliminate certain ancillary benefits under the Pension
Plan that, with certain exceptions, would not be available
following the termination of the Pension Plan.

Mr. Hurst contends that the modification sought by the Debtors
is permissible pursuant to the terms of the Pension Plan. Under
section 14.1 of the Pension Plan, "the Board of Directors in its
sole discretion shall have the right, at any time and from time
to time, to modify, suspend, amend or terminate the Plan...by
resolution, which modifications or amendments may be retroactive
where required to enable the Plan to remain qualified under
section 401(a) of the [Internal Revenue Code]". Mr. Hurst adds
that Section 14.1 of the Plan also delineates certain
amendments, which are prohibited by the Pension Plan. But, Mr.
Hurst notes, the modifications do not fall within the scope of
these prohibitions.

The Debtors believe that the modification sought is in the best
interests of the Debtors' estates. Mr. Hurst tells Judge Walrath
that participants, who have served as employees of the Debtors
for many years, should be given the opportunity to receive their
benefits in a lump sum. (Vlasic Foods Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Taps Deloitte & Touche LLP As Tax Advisors
---------------------------------------------------------
By application, The Warnaco Group, Inc. Debtors seek to employ
and retain Deloitte & Touche LLP as their accountants,
independent auditors and tax advisors in these Chapter 11 cases,
nunc pro tunc to the Petition Date.

Warnaco Vice-President Stanley P. Silverstein relates that
Deloitte is intimately familiar with the Debtors' financial and
business affairs because Deloitte has been providing accounting,
auditing and tax services to the Debtors since November 1999.
Deloitte also performed audits of the Debtors' fiscal years 1999
and 2000 consolidated financial statements.

Deloitte is one of the "Big Five" international professional
services firms and maintains approximately 100 offices around
the United States, including an office located at Two World
Financial Center, New York, New York 10281-1414.

According to Mr. Silverstein, the Debtors paid Deloitte
$4,500,000 for services rendered during the past year.

If the Court approves the Deloitte's retention in these chapter
11 cases, they will be:

       (a) auditing and reporting on the annual financial
           statements of the Debtors;

       (b) auditing and reporting on the annual financial
           statements of retirement plans of the Debtors and
           affiliate's retirement plans;

       (c) performing unaudited reviews of interim financial
           statements;

       (d) auditing and reporting on compliance with various
           agreements;

       (e) providing accounting advice on
           acquisitions/dispositions;

       (f) assisting with federal, state, local and foreign
           income tax examinations;

       (g) reviewing and analyzing quarterly and annual worldwide
           tax accrual;

       (h) assisting the Debtors in their review and analysis of
           acquisitions and disposition of foreign and domestic
           operating entities;

       (i) performing expatriate tax services for employees on
           international assignments;

       (j) assisting the Debtors with their analysis of transfer
           pricing policies between domestic and foreign
           subsidiaries;

       (k) assisting the Debtors in connection with coordinating
           worldwide tax services;

       (l) providing reorganization tax services, including
           maximizing utilization of NOL planning, repatriation
           of cash for foreign entities, and consideration of tax
           impact on bankruptcy planning; and

       (m) providing enterprise risk services, including
           reviewing technical infrastructure and performing a
           post-implementation review of the ACS/PKMS environment
           for the European operations and providing a security
           assessment and Internet network security evaluation.

Subject to Court approval, Deloitte will charge the Debtors for
its services on an hourly basis.  Deloitte's hourly rates are
expected to change from time to time.  Their current hourly
rates are:

          Partners and Directors - $360 to $650 per hour
          Senior Manager         - $276 to $550 per hour
          Managers               - $204 to $480 per hour
          Staff                  - $132 to $340 per hour

A separate arrangement has been made for expatriate tax
compliance and consulting services.  Deloitte's rates for these
services are:

     (1) Employees' individual annual tax filings (per return)

US Federal Income Tax Returns

       Transfer View                   $1,800
       Full Year on Assignment          1,600
       State Income Tax Return            300 each

       Various Extensions to file U.S.
       and State Tax Returns

        (i) including tax estimates       500
        (ii) without tax calculation     $100

       Income tax return
       other than the United States:

         (i) France         $2,000(including estimated tax
                                   payments)
         (ii) Mexico           900
         (iii) Netherlands     850
         (iv) Belgium          750
         (v) United Kingdom $1,800

All these fees are for calendar year 2000 and fiscal year 2001
filings.

     (2) Worldwide Administration and Coordination

Deloitte's annual fee for administering and coordinating
services worldwide is based on their hourly rates for
consulting.  Based on Deloitte's experiences last year and
accruing the same level from Warnaco, Deloitte expects their fee
for an expatriate population of 30 to 40 employees on foreign
assignment would be approximately $15,000 (subject to
adjustments).

     (3) Preparation of U.S. Estimated Tax Payments  - $500 each

     (4) Entrance and Exit Meetings - $500 to $1,500 depending on
location the employees is coming from or going to

     (5) Annual Tax Equalization Computation

       (i) Federal and one State - $1,000
       (ii) Additional States    - $200 each

     (6) Revised Tax Equalization Computation (not Deloitte's
         error) - Fee dependent on complexity of change

     (7) Annual Hypothetical Tax Withholding Projection - $500
(Federal and One State)

     (8) Revised Hypothetical Tax Withholding Projection (not
Deloitte's error) - Fee dependent on complexity of change

     (9) Preparation of Form 673 - $400

     (10) Preparation of Federal and One State Tax Projection for
Preparation of Form W-4 - $800

     (11) Tax Consulting Fees - fees for consulting services will
be charged based upon the rates of the individual professionals
involved in each project and amount of time actually incurred at
75% of Deloitte's normal hourly rates.  At discounted rate,
Deloitte's hourly fee billing rates would be:

          Level          Normal Hourly Rate    Discounted Rate
          -----          ------------------    ---------------
     Partner/Director          $625                $470
     Senior Manager             525                 395
     Manager                    450                 340
     Senior                     380                 285
     Staff                     $280                $210

     (12) Monthly Tax Computations and Filings

The fees for the year 2000 monthly tax filing services will be:

       Dominical Republic - $300 per month (for up to 3
                                            employees)
       Mexico - $150 per month per employee

Matthew E. Benjamin, a member of the firm of Deloitte & Touche
LLP, informs the Court they will also charge the Debtors for
reasonable out-of-pocket expenses, including travel, report
production, delivery services, and other costs incurred in
providing the services.

Mr. Benjamin notes that Deloitte has already received a $485,000
retainer in preparing for the filing of these Chapter 11 cases
and for its proposed post-petition work.  Mr. Silverstein
explains that a portion of the retainer will be paid to any
remaining pre-petition fees and expenses that will later be
identified.  The rest of the amount will constitute a general
retainer for post-petition services and expenses.  In the event
that the retainer is insufficient to pay any remaining pre-
petition fees and expenses, Mr. Benjamin says, Deloitte has
agreed to waive any remaining pre-petition claim against the
Debtors.

According to Mr. Benjamin, Deloitte also intends to apply to the
Court for allowance of compensation for professional services
rendered and reimbursement of charges and costs and expenses
incurred in these chapter 11 cases.

The partners of the firm that are expected to provide services
to the Debtors are: Matthew E. Benjamin, Noel J. Spiegel, Thomas
Connors, Richard Giss, and Philip Greenblatt.  Mr. Benjamin
swears neither these partners nor employees, who will work on
engagement, represent any adverse interest against the Debtors
with respect to the matters on which Deloitte & Touche is to be
retained.  Mr. Benjamin assures Judge Bohanon that Deloitte and
the engagement partners are "disinterested persons".

Mr. Benjamin discloses, the Debtors' bankruptcy counsel, Sidley
Austin Brown & Wood has provided and currently provides legal
services to Deloitte and its affiliated entities.  In turn,
Deloitte also provided or currently provides services to Sidley,
in matters unrelated to these cases.  Mr. Benjamin notes they
have a similar relationship with Skadden, Arps, Meagher & Flom,
counsel for the Debtors.

Chase Manhattan Bank, a lender to the Debtors, and J.P. Morgan,
another party-in-interest in these cases, each have lending
relationships with Deloitte or its partners or principals, Mr.
Benjamin adds.

From time to time, Mr. Benjamin admits, Deloitte and its
affiliates have provided, may currently provide, and likely will
continue to provide, services to certain creditors or debenture
holders of the Debtors and various other parties adverse to the
Debtors or to the Debtors' attorneys in matters unrelated to
these Chapter 11 cases.

Because Deloitte is unable to state with certainty that every
client relationship or other connection has been disclosed, Mr.
Benjamin promises to promptly file a supplemental disclosure to
the Court, if Deloitte discovers additional significant
information. (Warnaco Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Employs PwC For Benefit Plan Audits
--------------------------------------------------------
Pittsburgh-Canfield Corporation and its related Debtors,
appearing through Scott N Opincar and James M. Lawniczak of the
Cleveland firm of Calfee, Halter & Griswold LLP, together with
Michael E. Wiles and Richard F. Hahn of the New York firm of
Debevoise & Plimpton, ask for entry of an Order by Judge Bodoh
approving the additional engagement of PricewaterhouseCoopers
LLP to provide audits on (a) Wheeling-Pittsburgh Steel
Corporation Supplemental Unemployment Benefit Plan for
Bargaining Employees-Ohio Valley Plants, (b) Wheeling-Pittsburgh
Steel Corporation Supplemental Unemployment Benefit Plan for
Bargaining Employees-Mon Valley Plant, (c) USWA/Wheeling-
Pittsburgh Steel Corporation Welfare Benefits Plan, (d) Wheeling
Pittsburgh Steel Corporation Wheeling Corrugating Company
Retirement Security Plan, (f) Wheeling-Pittsburgh Steel
Corporation Salaried Employees' Pension Plan, (g) Wheeling-
Pittsburgh Steel Corporation Bargaining and Non-Bargaining Unit
Employees Stock Investment plans, and (h) USWA-Wheeling-
Pittsburgh Steel Corporation Section 401(k) Savings Plan, all in
accord with the terms of four separate retention letter
agreements dated June 8, 2001, between the Debtors and PwC, with
his approval retroactive to that date.

By separate application in November, the Debtors sought and
obtained Judge Bodoh's approval for their employment of PwC as
their certified public accountants and tax advisors in these
cases. By separate application, the Debtors sought and obtained
Judge Bodoh's approval for the additional engagement of PwC to
provide certain Ohio tangible personal property tax consulting
services to the Debtors. Because of PwC's previous employment by
the debtors, PwC possesses a good deal of institutional
knowledge of the Debtors and is already familiar with the
Debtors' business and tax affairs to the extent necessary for
the scope of the additional proposed services relating to
auditing the Plans. PwC will provide specific, additional
services to the Debtors including:

      (a) With respect to the Wheeling-Pittsburgh Steel
Corporation 401(k0 Retirement Savings Plan, auditing the plan's
statement of net assets available for plan benefits at December
31, 2000, and the statement of changes in net assets available
for plan benefits for the year then ending, providing an audit
report of the financial statements and addressing the
supplemental information required by ERISA.

      (b) With respect to the USWA/Wheeling-Pittsburgh Steel
Corporation Welfare Benefit Plan, auditing the plan's statement
of benefit obligations and net assets available for plan
benefits at December 31, 2000, and the statement of changes in
benefit obligations and net assets available for plan benefits
for the year then ending, providing an audit report of the
financial statements and addressing the supplemental information
required by ERISA.

      (c) With respect to the Wheeling-Pittsburgh steel
Corporation Supplemental Unemployment Benefit Plan for
Bargaining Employees-Ohio Valley Plants, and the Wheeling-
Pittsburgh Steel Corporation Supplemental Unemployment Benefit
Plan for Bargaining Employees-Mon Valley Plant, auditing each
plan's statement of benefit obligations and net assets available
for plan benefits at December 31, 2000, and the statement of
changes in benefit obligations and net assets available for plan
benefits under each plan for the year then ending, providing an
audit report of the financial statements and addressing the
supplemental information required by ERISA, and

      (d) With respect to the wheeling Pittsburgh Corporation
Wheeling Corrugating Company Retirement Security Plan, the
wheeling-Pittsburgh Steel Corporation Salaried Employees'
Pension Plan, the Wheeling-Pittsburgh Steel Corporation
Bargaining and Non-Bargaining Unit Employees Stock Investment
Plans, and the USWA=Wheeling-Pittsburgh Steel Corporation
Section 401(k) Savings Plan, conducting limited scope audits of
each plan's statement of assets available for plan benefits and
statement of assets available for benefits at December 31, 2000,
and the statement of changes in assets available for plan
benefits and the statement of changes in assets available for
benefits under each plan for the year then ending, addressing
the supplemental information required by ERISA, and providing
reports expressing PwC's opinion on whether the form and content
of the information included in the plans' financial statements
and schedules, other than that derived from information
certified by PNC Bank, Citibank, N.A., or American Express Trust
Company, are presented in compliance with the U.S. Department of
Labor's rules and regulations for reporting under ERISA.

These additional services are necessary to satisfy the ERISA
requirements that an annual audit of plan financial statements
by an independent qualified public accountant be conducted.
Generally, plans with 100 or more participants are subject to
the audit requirements. The Debtors seek Judge Bodoh's authority
to compensate PwC for these services on an hourly basis, at
PwC's normal and customary hourly rates as set out in the
December application. PwC estimates that its fees for these
audits will be:

      (a) With respect to the Wheeling-Pittsburgh Steel
Corporation 401(k0 Retirement Savings Plan, $9,000, exclusive of
out-of-pocket expenses;

      (b) With respect to the Wheeling-Pittsburgh Steel
Corporation 401(k) Retirement Savings Plan, $9,000, exclusive of
out-of-pocket expenses;

          With respect to the Wheeling-Pittsburgh steel
Corporation Supplemental Unemployment Benefit Plan for
Bargaining Employees-Ohio Valley Plants, and the Wheeling-
Pittsburgh Steel Corporation Supplemental Unemployment Benefit
Plan for Bargaining Employees-Mon Valley Plant, $9,000,
exclusive of out-of-pocket expenses;

          With respect to the wheeling Pittsburgh Corporation
Wheeling Corrugating Company Retirement Security Plan, the
Wheeling-Pittsburgh Steel Corporation Salaried Employees'
Pension Plan, the Wheeling- Pittsburgh Steel Corporation
Bargaining and Non-Bargaining Unit Employees Stock Investment
Plans, and the USWA-Wheeling-Pittsburgh Steel Corporation
Section 401(k) Savings Plan, $30,600, exclusive of out-of-pocket
expenses.

PwC will be reimbursed for its out-of-pocket expenses by each of
the plans audited.

The Debtors and PwC further agree that if the United States
Bankruptcy court for the Northern District of Ohio does not
retain jurisdiction over any controversy or claim with respect
to, in connection with, arising out of, or in any way relate to,
the auditing services provided by PwC to Debtors related to
these Chapter 11 cases, then any such controversy or claim shall
be submitted first to non-binding mediation; and if mediation is
not successful, then to binding arbitration, in accordance with
the dispute resolution procedures described in the prior
applications.

PwC offers no further or additional disclosures of relationships
or conflicts in connection with this additional application.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WINSTAR: Communication Contractors Seeks Relief From Stay
---------------------------------------------------------
Communication Contractors Inc. designs and installs fiber-optic
networks and cabling in commercial buildings.

On September 2000, Winstar Communications, Inc. entered into a
contract with CCI that calls for CCI to furnish and install
fiber-optic cable and related labor and materials on the
Debtors' behalf at Rosemont Convention and Exposition Center in
Rosemont, Illinois for $272,540.

The Rosemont Convention Center is an exhibition hall owned by
the Village of Rosemont, Illinois. The Debtors had a contact
with the Village of Rosemont to furnish labor and materials to
the Convention Center, including those described in their
contract with CCI.

Theodore J. Tacconelli, Esq., at Ferry & Joseph P.A., in
Wilmington, Delaware, says CCI was able to fulfill its
obligations under the contract in a "timely and workmanlike"
manner. However, Mr. Tacconelli notes, the same could not be
said of the Debtors' actions. According to Mr. Tacconelli, the
Debtors paid CCI only $144,290 of the contract price. The
Debtors still owe CCI the remaining balance of $128,250.

It turns out that the Village of Rosemont also failed to pay the
Debtors for the labor and materials CCI furnished to Rosemont
Convention Center. As a result, CCI now holds a lien against the
funds due and owing from the Village of Rosemont for such labor
and materials, pursuant to Illinois law.

According to Mr. Tacconelli, Illinois law also requires the
lienholder to undertake two steps in order to perfect and
enforce the lien:

      (1) The person must serve a notice of lien upon either:

          (a) the contractor; or

          (b) the contractor and the clerk of the municipality
              holding the public funds to be disbursed to pay for
              such labor and materials;

          and

      (2) The person must commence suit naming the contractor as
          a party-defendant within 90 days after service of
          notice of the lien.

So, CCI served a notice of its lien on the Debtors and the Clerk
of the Village of Rosemont on May 24, 2001. Because perfection
of CCI's lien relates back to the date the labor and materials
were furnished, CCI's perfection of its lien was expressly
exempted from the automatic stay. The 90-day deadline for CCI to
file suit is August 22, 2001.

But to enforce its lien against the public funds held by or to
be disbursed by the Village of Rosemont for the labor and
materials CCI furnished to the Rosemont Convention Center, Mr.
Tacconelli says, the automatic stay has to be modified to allow
CCI to commence and prosecute a suit in Illinois State Court.
CCI plans to name the Debtors as one of the defendants of the
suit. The recovery being sought is only limited to the funds
held by or to be disbursed by the Village of Rosemont, Illinois.

By this motion, CCI asks Judge Farnan to grant them relief from
the automatic stay.

Mr. Tacconelli argues that cause exists to grant CCI relief from
the automatic stay on these grounds:

      (A) the Debtors lack any equity, to the extent of CCI's
lien, in the funds held by and to be disbursed by the Village of
Rosemont on account of and to the extent of the contract price
for the labor and materials furnished by CCI to the Rosemont
Convention Center;

      (B) the funds held by and to be disbursed by the Village of
Rosemont, to the extent of CCI's lien, are not necessary to the
Debtors' effective reorganization;

      (C) the substantive issues implicated are governed solely
by Illinois law;

      (D) the bankruptcy court lacks jurisdiction over at least
one necessary party to the suit CCI is required to file, namely
the Village of Rosemont;

      (E) CCI has a reasonable probability of success on the
merits; and

      (F) the detriment to CCI of denying relief from the stay
strongly outweighs any benefit to the Debtors, if relief from
the automatic stay is not granted. (Winstar Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WOODS EQUIPMENT: S&P Cuts Ratings After Failed Interest Payment
---------------------------------------------------------------
Standard & Poor's lowered its ratings on Woods Equipment Co. and
its subsidiary, WEC Co.  The company's debt totaled about $208
million at March 31, 2001.

The rating actions follow the company's failure to make its $7.8
million interest payment on its subordinated notes due July 15,
2001. Although Woods has a 30-day grace period under the terms
of the notes, during which it may make the payment, the
company's onerous debt burden, lack of liquidity, and poor
operating results in current difficult economic conditions make
it unlikely that Woods will be able to make the interest payment
before the expiration of the grace period.

The company has experienced significant earnings and cash flow
pressures in the past year, resulting in constrained liquidity.
Sales and gross profit have declined due to: adverse weather
conditions in the South and Midwest U.S. that delayed purchases
of prime movers and related attachments; the slowing U.S.
economy; increased competition in the construction business; and
uncertainty during realignment of its grounds maintenance sales
territories. As of March 31, 2001, on a last 12-month basis,
credit measures were very weak, with EBITDA interest coverage of
about 0.6 times (x) and total debt to EBITDA of about 15.0x,
Standard & Poor's said.

Ratings Lowered:
                                              Ratings
                                       To                From
      Woods Equipment Co.
        Corporate credit rating        D                 CC
        Subordinated debt rating       D                 CC

      WEC Co.
        Corporate credit rating        D                 CC
        Senior secured debt rating     D                 CC
        Senior unsecured debt rating   D                 CC


WORLDWIDE FLIGHT: S&P Downgrades Ratings To Lower-B Levels
----------------------------------------------------------
Standard & Poor's lowered its ratings on Worldwide Flight
Services Inc. and placed them on CreditWatch with negative
implications.

The downgrade reflects the company's weak financial performance
and liquidity concerns. Despite modestly higher revenues in the
first quarter ended March 31, 2001 (due to an acquisition, price
increases, and new business), increased expenses, including
interest expenses, led to a $5 million net loss for the quarter.
It is uncertain whether ongoing corrective actions aimed at
underperforming locations will result in a meaningful turnaround
on a consolidated basis, given reduced profitability of airline
customers and highly competitive industry environment.

In addition to operating challenges, Worldwide Flight's
liquidity is tight, as evidenced by a limited availability of
about $10 million as of March 31 under the $75 million senior
secured credit facility and an $8 million interest payment due
Aug. 15 on senior unsecured notes. Furthermore, negotiations
continue with the lenders on a covenant that has been
temporarily modified for the firm to comply with it. The capital
structure is highly leveraged, with debt to capital 92% at
March 31.

Worldwide Flight is one of the leading independent providers of
airport ground services (ramp, cargo handling, and passenger
services) to more than 300 customers, including approximately
250 passenger and cargo airlines. Its top 10 customers,
including American Airlines, accounted for 51% and 23%,
respectively, of 2000 revenues. The company was formed in 1984
as a subsidiary of AMR Corp., the parent of American Airlines.
In March 1999, Worldwide Flight was acquired by a holding
company, which is owned by Castle Harlan Partners III L.P., a
private equity firm.

Standard & Poor's will monitor developments to determine their
impact on credit quality.

RATINGS LOWERED:
                                         TO            FROM
      Worldwide Flight Services Inc.
        Corporate credit rating           B             B+
        Senior secured debt               B+            BB-
        Senior unsecured debt             B-            B


BOOK REVIEW: Titans of Takeover
-------------------------------
Author:      Robert Slater
Publisher:   Beard Books
Softcover:   252 Pages
List Price:  $34.95
Review by:   Susan Pannell
Order your copy today at
http://amazon.com/exec/obidos/ASIN/1893122506/internetbankrupt

Once upon a time--and for a very long while--corporate behemoths
decided for themselves when and if they would merge. No doubt
such decisions were reached the civilized way, in a proper men's
club with plenty of good brandy and better cigars. Like giants,
they strode Wall Street, fearing no one save the odd trust-
busting politico, mutton-chopped at the turn of the twentieth
century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.

Then came the decade of the 1980s. Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done. These
businesspeople-- T. Boone Pickens, Carl Icahn, Saul Steinberg,
Ted Turner--saw what others missed: that many of the corporate
giants were anomalies, possessed of assets well worth possessing
yet with stock market performances so unimpressive that they
could be had for bargain prices. When the corporate raiders
needed expert help, enter the investment bankers (Joseph Perella
and Bruce Wasserstein) and the M&A attorneys (Joseph Flom and
Martin Lipton). And when the merger went through, enter the
arbitragers who took advantage of stock run-ups, people like
Ivan "Greed is Good" Boesky.

The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll
of dice. By mid-decade, every industry had been affected: in
1985, 3,000 transactions took place, worth a record-breaking
$200 billion. The players caught the fancy of the media and
began showing up in the news until their faces were almost as
familiar to the public as the postman's. As a result, Jane and
John Q. Citizen's in Wall Street began its climb from near zero
to the peak where (for different reasons) it is today.

What caused this avalanche of activity? Three words: President
Ronald Reagan. Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived
a fair fight against foreign competitors that has no equivalent
of the Clayton Act in their homelands. Reagan took office on
January 20, 1981, and it wasn't long after that that his
Attorney General, William French Smith, trotted before the D.C.
Bar to opine that, "Bigness does not necessarily mean badness.
Efficient firms should not be hobbled under the guise of
antitrust enforcement." (This new approach may have been a
necessary corrective to the over-zealousness of earlier years,
exemplified by the Supreme Court's 1966 decision upholding an
enforcement action against the merger of two supermarket chains
because the Court felt their combined share of 8% (yes, that's
"eight percent") of the Los Angeles market was potentially
anticompetitive.)

Raiders, investment bankers, lawyers, and arbitragers, plus the
fun couple Bill Agee and Mary Cunningham--remember them?--are
the personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given
us a book no less readable for being absolutely stuffed with
facts, many of them based on exclusive behind-the-scenes
interviews.

                            *********

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

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

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

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

                           *********

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

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

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

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

The TCR subscription rate is $575 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

                      *** End of Transmission ***