TCR_Public/010723.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 23, 2001, Vol. 5, No. 142

                            Headlines

360NETWORKS: Case Management Conference Scheduled For August 28
AMF BOWLING: Honoring Prepetition Customer Obligations
AMRESCO CAPITAL: Making 5th Liquidating Distribution on Aug. 9
BIONUTRICS, INC.: Nasdaq Delists Shares From Trading
BRIDGE INFORMATION: Committee Retains Helfrey As Local Counsel

COLONIAL DOWNS: Special Shareholders' Meeting Set For Sept. 25
CONGOLEUM CORP.: S&P Lowers Ratings To B+ From BB-
DC DIAGNOSTICARE: Completes US Assets Sale to McDonough Medical
DC DIAGNOSTICARE: Enters Into New $44 Million Refinancing Deal
EAGLE-PICHER: Reports $6.3 Million Net Loss In Q2 2001

ENVIRO-RECOVERY: Will File For Chapter 11 Protection
ENVIRO-RECOVERY: Removes Nesmith and Schwartz as Directors
FRUIT OF THE LOOM: Settles Claims Dispute With Sara Lee
GC COMPANIES: Baupost Group Reports 11.66% Equity Stake
GUNTHER INTERNATIONAL: Schedules Shareholders' Meeting On Sept.6

HARNISCHFEGER: Assumes Comdisco Lease Agreements
IMPERIAL SUGAR: Moves To Extend American Insurance Program
LAIDLAW INC.: Engages Hodgson Russ As Local Counsel
MADGE NETWORKS: Sells Madge.web's Trader Voice Assets to Tullett
MADGE NETWORKS: Names Martin Malina As New CEO

MARINER POST-ACUTE: Moves To Amend Brian Center Lease
MSHOW.COM INC.: Filing For Chapter 11 Bankruptcy
NATIONAL HEALTH: Baupost Group Holds 10.17% Of Common Stock
OWENS CORNING: Publishes Second Quarter Financial Results
PACIFIC GAS: Committee Asks To Trade In Energy Commodities

PACIFIC GAS: Inks Long-Term Agreements With 131 QFs
PACIFIC GAS: Extends Gas Transmission Open Season To August 31
PARACELSUS HEALTHCARE: Russell Inv. Appeals Plan Confirmation
PSINET INC.: Proposes Claims Resolution Protocol
RELIANCE: Commissioner Moves to Dismiss Chapter 11 Cases

SACO SMARTVISION: Files CCAA Plan of Compromise and Arrangement
SAFETY-KLEEN: Resolves Disputes With Caterpillar Financial
SCOVILL FASTENERS: GSC Partners Moves To Gain Control
TALON AUTOMOTIVE: Chapter 11 Case Summary & Known Noteholders
TALON AUTOMOTIVE: Prepackaged Plan Looks Like It's Rolling Along

TELSCAPE: ATSI Acquires Houston-Based Teleport Assets For $125K
THOMASTON MILLS: Bankruptcy Auction Set For July 26
USG CORPORATION: Judge Randall Newsome Now Presiding Over Cases
VANGUARD AIRLINES: J. F. Shea Discloses 33.11% Equity Stake
VLASIC FOODS: Lincoln Graphics Resigns From Creditors' Committee

WARNACO GROUP: Rejecting 90 Park Avenue Lease Agreement
WHEELING-PITTSBURGH: Hires Rothschild As Investment Banker
WINSTAR COMMUNICATIONS: Retains Grant Thornton As Auditors
WORLDWIDE XCEED: eSynergies Acquires Assets
YES CLOTHING: Raises $420,000 From Trademark Sale To Nuven

BOND PRICING: For the week of July 23 - 27, 2001

                            *********

360NETWORKS: Case Management Conference Scheduled For August 28
---------------------------------------------------------------
Judge Gropper will convene an Initial Case Management Conference
on August 28, 2001 at 10:00 a.m., in Room 610-2, United States
Bankruptcy Court, One Bowling Green, New York, New York 1004, to
consider the efficient administration of 360networks inc.'s
chapter 11 cases, which may include, inter alia, such topics as
retention of professionals, creation of a committee to review
budget and fee requests, use of alternative dispute resolution,
timetables, and scheduling of additional case management
conferences. (360 Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMF BOWLING: Honoring Prepetition Customer Obligations
------------------------------------------------------
By motion, AMF Bowling Worldwide, Inc. seeks authorization to
continue to honor certain customer programs and practices in the
ordinary course of their business in accordance with past
practice, notwithstanding the fact that honoring and continuing
certain of these programs and practices may result in the
satisfaction of some prepetition obligations. The Debtors have
developed and implemented various customer programs and
practices which are tailored to the needs of both their bowling
centers and bowling products businesses to (i) ensure the
satisfaction of their existing customers, (ii) attract new
customers, (iii) offer programs that equal or exceed those
offered by their competitors, and (iv) ensure that financing is
available to potential customers of AMF Products.

A. Bowling Centers' Customer Programs

    Inasmuch as the vitality of AMF Centers depends on the
loyalty and continued patronage of the bowling leagues that
reserve time and play in their centers, the Debtors' ability
to continue the programs and practices geared towards attracting
and maintaining these customers is crucial to the Debtors'
successful emergence from chapter 11. League bowling is
vitally important to the Debtors' business and is the biggest
source of revenue for AMF Centers. Consequently, the Debtors
strive to induce leagues to sign up each season through offering
a variety of incentives. Over the years, the Debtors have
implemented certain promotional activities to attract leagues
and new bowlers, including, but not limited to, merchandise
leagues, sweepstakes, and tournaments.

The regular league season in the United States begins in
September and runs through the end of April. In other countries,
the league season varies. For example, in Australia the regular
league bowling season starts in February and runs through
December. Most leagues are informal clubs, which are run by a
league secretary. Leagues typically make non-binding commitments
to bowl at centers in the Fall. Based upon the numbers of
leagues that make commitments, the Debtors are able to
anticipate their revenue for the upcoming year.

    1. Merchandise Leagues and Other League Promotions

    Merchandise leagues are promotional programs whereby
bowlers sign up in advance to bowl for several months and
receive merchandise, such as a bowling ball or shirt, as an
incentive to join. Most of the bowlers who participate in
merchandise leagues pay in weekly installments and receive their
promotional merchandise during the last week of league play.
Certain bowlers who prepay (up to 10% of league participants),
are entitled to a discount and receive the promotional
merchandise on an accelerated basis. Whether league participants
prepay or pay installments each week, the money paid by
merchandise league bowlers is allocable, in part, to the price
of the games, while the balance goes to cover the cost of the
merchandise. Inasmuch as the majority of participants do not
prepay and thus do not receive the merchandise upfront, the
money collected by the center each week in respect of the league
merchandise is, in effect, a customer deposit. These bowlers
expect to receive their merchandise at the end of the program. A
failure to honor these obligations and, more specifically, a
refusal to give customers the merchandise they paid for in whole
or part, will have an adverse effect on AMF Centers due to
customer dissatisfaction.

The Debtors purchase some of the merchandise in advance
of the regular league season, based on the number of bowlers
that sign up early and prepay. The rest of the merchandise is
ordered after the program starts, when the Debtors are better
able to anticipate the quantities needed. As of the Petition
Date, the Debtors have purchased or are in the process of
purchasing approximately $1,480,000 worth of goods that will be
held for their league customers until the league ends and the
cost of the goods is fully recouped. As there are likely to be
bowlers who have expended some or all of the cost of merchandise
as of the Petition Date, the Debtors hereby request the
authority to honor their commitment and give these customers the
merchandise they anticipate receiving, which for the most part
is already purchased and in the possession of the Debtors.
Additionally, to the extent there is property that has not been
acquired as of the Petition Date, which the Debtors have
promised to certain bowlers upon their full payment, the Debtors
request the ability to honor such commitments.

In addition to merchandise leagues, in an attempt to attract new
bowlers, the Debtors have several other league promotional
activities. One such program, Friends Bowl with Friends, rewards
current league bowlers with a $15 gift certificate for each new
league bowler he or she recruits. Another program rewards league
bowlers who work to retain 100% of the league bowlers who
participate in their league from one season to the next with
free bowling or gift certificates redeemable at the centers.
These programs vary from center to center and benefit the
Debtors' business by encouraging existing leagues to continue to
bowl at AMF's centers and attracting new leagues and league
participants. Accordingly, the Debtors seek to honor their
obligations in respect of bowler incentive programs, which as of
the Petition Date amount to approximately $20,000.

    2. Sweepstakes and Tournaments

    In addition to the programs directed at leagues, the Debtors
offer a variety of incentive programs to foster general customer
enthusiasm and patronage. For example, the Debtors run various
sweepstakes where a customer has a chance to win a grand prize
such as a trip to Cancun or New York City. As customers may have
entered these sweepstakes prior to the Petition Date, the
Debtors seek the authority to honor their promise and provide
the winner with the grand prize. The Debtors estimate that as of
the Petition Date approximately $50,000 is owed in connection
with sweepstakes and tournaments.

The various promotional activities the Debtors offer are
necessary to the business in order to maintain interest in
league bowling. The Debtors must continue postpetition their
prepetition programs and practices or risk losing league
bowlers. If the Debtors are not permitted to honor obligations
arising under Merchandise Leagues, sweepstakes, tournaments, new
bowler incentive or similar programs after the filing date,
customer support will likely wane, and AMF Centers may be unable
to reorganize. The Debtors estimate that, as of the Petition
Date, approximately $1,500,000 is owed in connection with these
programs.

    3. Scholarships

    It is common practice at many bowling centers to have leagues
and/or tournaments in which money is raised to provide
scholarship awards to youth entering or attending college. As of
the Petition Date, approximately $65,000 in scholarship funds
was owed to AMF customers or their family members in respect of
such scholarships. The failure to honor these obligations would
be viewed as a serious breach of trust by an important segment
of Bowling Centers' customers. These customers tend to be
bowlers who participate in leagues, so a failure to satisfy
scholarship obligations could have a serious negative impact on
league business and negatively impact AMF's public relations in
the communities where AMF has centers. Accordingly, the Debtors
seek to honor these scholarship obligations.

    4. League Banking and Other League Deposits

    Bowlers sign up for a league for a specified number of weeks,
usually from September through April. The amount each bowler
pays includes a portion for lineage (regular bowling) and a
portion for a prize fund. Although the full amount of each
customer's payment is deposited directly into the center's main
depository account, the Debtors record separately the portion of
the money that is allocable for lineage and the money allocable
for prize funds. Each week, the Debtors generate a report which
shows how much is allocable to league prize money and move those
funds into a league banking escrow account.

In the United States, the account balance maintained in the
League Banking Escrow account managed by the Debtors aggregates
approximately $5,000,000 in September, and increases to
approximately $22,000,000 in March, prior to the payment of
prize money. Similarly, in Australia, the account balance in the
League Banking Escrow account aggregates approximately $281,000
in February, which is the beginning of the league season, and
increases to approximately $443,000 in December, prior to the
payment of prize money. Under the Prepetition Credit Facility,
those escrow monies are not subject to the prepetition liens of
the Prepetition Lenders. Specifically, the Amendment provides
that "[n]otwithstanding anything to the contrary . . . any Prize
Fund (as hereinafter defined) deposited with a Loan Party . . .
are not subject to the lien of any Collateral Document."

From time to time, leagues request a disbursement from
their accounts for parties, merchandise or prizes. When a league
makes such a request, the Debtors transfer the amount requested
by the league from the League Banking Escrow to one of two
disbursement accounts maintained by AMF for the benefit of its
league bowling customers. Thereafter, AMF issues a check from
one of the League Disbursement Accounts payable to the league
officers in the amount requested. League officers then negotiate
the check at a bank that is located near the subject bowling
center. The monies earmarked for or held in the League Banking
Escrow or disbursed from the League Disbursement Accounts are
not property of the Debtors' estates. Accordingly, the Debtors
request the authority to continue to deposit, access and manage
these funds on behalf of their league customers. As of June 1,
2001, an approximately $2,600,000 was held in escrow.

The Debtors advise the Court that one of the League Disbursement
Accounts is maintained at Bank of America solely for the purpose
of issuing checks to league officers. The other League
Disbursement Account is maintained at Citibank by AMF Bowling
Centers, Inc. (Account #38569964) and is used for general
disbursements in addition to league disbursements.
Notwithstanding the fact that league funds are temporarily
commingled with AMF funds in the Citibank League Disbursement
Account, those funds are not the property of the Debtors'
estates and the Prepetition Lenders have acknowledged that they
do not have a security interest in such funds.

Inasmuch as some customers do not negotiate prize checks for
several weeks and sometimes months, the Debtors hereby request
authority to honor or reserve funds for prize checks issued
prepetition that are presented by customers postpetition. These
checks are drawn on accounts maintained on behalf of the
leagues, which hold a beneficial interest in the monies therein.
As such, these monies are not property of the Debtors' estates
and all checks drawn from league banking accounts should be
honored. To the extent, however, monies collected from customers
are not escrowed, the Debtors request the authority to honor
prize checks drawn on non-escrow accounts (e.g., because money
has yet to be remitted).

    5. Gift Certificate Program

    As a further accommodation to their customers, the Debtors
maintain a program by which customers can purchase gift
certificates that can be redeemed for bowling and/ or
merchandise. The gift certificates are issued in cash
denominations of $5.00 and are usually valid for one year. The
Debtors estimate that the aggregate amount of all issued and
unredeemed gift certificates, as of the Petition Date, was
approximately $45,000. Without the ability to honor the Gift
Certificate Program, the Debtors will run the risk of losing
highly valued customers.

    6. Party Deposits

    Although most of Bowling Centers' customers pay for lineage
on the day of play, customers reserving lanes in advance for
birthday or company parties generally post a modest deposit.
The Debtors estimate that approximately $160,000 of deposits
were paid by customers prepetition for postpetition parties.
Honoring these deposits will ensure that the Debtors will be
paid the remainder of the amount due for the parties planned in
the upcoming months and will also further the Debtors' goals of
retaining their customers and avoiding negative public
relations.

    7. Pro-Shop Customer Policies

    Some of the Debtors' centers operate pro-shops which stock
and sell bowling merchandise such as balls, shoes, shirts and
various other bowling accessories. The Debtors, through the
individual operations of each pro-shop, have implemented various
policies designed to accommodate customer needs, including, but
not limited to, the exchange of merchandise and, if applicable,
warranty and repair programs, the issuance of merchandise
credits, and layaway plans. It is likely that customers will
seek to return merchandise or seek to complete the purchase of
goods put on hold prior to the Petition Date, which the Debtors,
in accordance with their Pro-Shop Policies, will be expected to
honor. The value of the Debtors' existing obligations under such
Pro-Shop Policies is not material and aggregates approximately
$30,000 annually. As the Pro-Shop Policies promote customer
loyalty, repeat business, and increased revenues for the
Debtors, any interruption in the continuation of these
accommodations will result in customer dissatisfaction and an
overall decline in Bowling Centers' business. Accordingly, the
Debtors request the authority to honor any and all obligations
that arise under these Pro-Shop Policies prepetition.

B. Bowling Products Customer Programs

    AMF Products' customers include bowling center proprietors
and bowling pro shops. Like Bowling Centers, AMF Products has
implemented certain programs and practices to retain and attract
customers.

    1. Buy Back and Repurchase Agreements

    Bowling equipment is sold either through a direct employee
sales force or through distributors in the United States and
abroad. On large orders, such as NCPs and MODs, sales are made
directly from the United States. As set forth above, the market
for NCPs is primarily overseas while the market for MODs is
divided between the United States and international markets. The
success of AMF Products relies heavily on the sale of NCPs, as
it is a major source of revenue. The average price of NCPs and
MODs is relatively high. For example, one NCP, which consists of
one lane of bowling equipment (one lane of bowling equipment
includes one pinspotter; one ball lift; one ball return; one
bowling lane with approach coverboard and gutters; one colorful
mask panel that hides the pinspotter; one automatic scoring
system; rental shoes; houseballs; three seats; and four sets of
bowling pins) sells for approximately $30,000 free on board
("FOB"). Therefore, the cost to equip a new 24-lane bowling
center would be approximately $720,000 FOB, plus about a third
more for freight, duty, and installation. As these costs are
substantial, most of the Debtors' NCP customers require
financing to purchase this equipment. As is common in the
industry, before lenders will extend financing to the Debtors'
customers, they typically require the Debtors to provide a
financial accommodation to the customer's lender. Accordingly,
in order to generate NCP sales, the Debtors facilitate lending
to certain customers by entering into buy back and repurchase
agreements.

Under a Buy Back Agreement (typically containing language saying
that "[the Debtors] agree to purchase the Equipment from Lender
in the event Customer has defaulted under the Financing and
Lender has accelerated the Financing and has acquired possession
and title to the Equipment. [The Debtors] will pay the
Repurchase Price to the Lender within 30 days of the Repurchase
Notice, provided that AMF has been given full access to the
Bowling Center within such period for removal of the Equipment.
Lender will transfer title to the Equipment to [the Debtors] on
the Repurchase Date.") the Debtors agree that in the event a
customer defaults on its financing obligation, they will
repurchase bowling equipment from the lender, at declining
prices over time. For example, the Debtors' repurchase
obligation starts between 85% to 65% of the FOB price paid by
the purchaser and is amortized over all or a portion of the life
of the loan. The Debtors' obligation ends 3 to 7 years after the
initial purchase. Thus, the amount the Debtors are required to
pay never equals or exceeds the initial purchase price. As an
illustration, if the purchase price of an NCP is $500,000 FOB,
the Debtors would be obligated under the Buy Back Agreement to
repurchase the equipment at a price starting between $425,000
and $325,000 which amount would decrease to approximately
$315,000 and $215,000, respectively, three years from the date
of the initial purchase. As a condition precedent to the
Debtors' obligation under the Buy Back Agreement, the lender
must assume the risk of equipment possession. Title to the
equipment must be free and clear of all liens, claims, security
interests and charges, and purchase price of the equipment must
have been paid in full before the Debtors are obligated to
repurchase such equipment. Title is transferred from the lender
to the Debtors through a court order, bill of sale or other
instrument, and the lender typically agrees to pay all legal and
tax expenses related to the transfer of the equipment. Among the
risks the Debtors assume in a Buy Back Agreement are (i) the
value of the used equipment in the market place and (ii)
equipment condition. As for the former, the value of the used
equipment depends upon, among other things, a willing and able
customer in a sale from the Debtors, as well as the time value
of money. As for the latter, the Debtors are able to manage this
risk as the production, repair and reconditioning of bowling
equipment is part of their business. In the Debtors' experience,
absent a Buy Back Agreement, many of the Debtors' customers
would be unable to obtain financing and accordingly would be
unable to purchase NCPs and other equipment from the Debtors.
NCP sales take a long time to germinate due to the fact that it
frequently takes customers one or two years to coordinate the
real estate acquisition and financing necessary to build a
center. Moreover, since there are only a few lenders actively
involved in the Debtors' industry, if the Debtors fail to honor
existing Buy Back Agreements, such lenders will refuse to extend
financing to future AMF customers.

AMF Products is faced with numerous challenges. Aggressive
competitors could potentially displace sales of the Debtors'
products in an overseas market. Interference with contract is
quite common in the bowling equipment industry and often has no
practical and timely remedy. In addition, as set forth above,
financing companies may decide not to finance future customers
of AMF Products if the Debtors fail to honor their obligations
under the Buy Back Agreement. As financing is frequently a
prerequisite to the purchase of NCPs, the Debtors' sales would
markedly decline if prepetition Buy Back Agreements are not
honored, thereby jeopardizing the viability of AMF Products.
Accordingly, it is critical that the Debtors be able to honor
any and all obligations arising under Buy Back Agreements.

Typically in a Buy Back Agreement the lender will first
pursue collection from the customer. In fact, in recent history,
the Debtors have only been called upon to honor their
obligations 8 times and were required to repurchase equipment on
only 3 of such obligations. Nevertheless, the Debtors estimate
that, as of the Petition Date, there are approximately 100 Buy
Back Agreements in effect. Despite the fact that the aggregate
value of the Debtors' contingent repurchase obligations under
these agreements, without giving effect to the value of the
underlying equipment subject to repurchase, is approximately
$24,100,000 million, the aggregate amount the Debtors have had
to pay in respect of Buy Back Agreements equals only about
$1,530,000 million. Despite their potential exposure, the
Debtors are often able to resell at a profit equipment they are
obligated to repurchase pursuant to Buy Back Agreements.
Authorizing the Debtors to continue their prepetition practice
of entering into Buy Back Agreements will prevent future
customer loss and enable the Debtors to compete for NCP sales
throughout the period of reorganization.

Recognizing the potentially high cost of honoring their
obligations under existing Buy Back Agreements in the event of a
default by a purchaser, the Debtors agree to give (i) counsel to
Citibank, N.A., as administrative agent for the Prepetition
Lenders, (ii) counsel to Citibank, N.A., as administrative agent
for the postpetition lenders, and (iii) counsel to any official
committee of unsecured creditors that is appointed in these
cases 5 calendar days written notice of any obligation arising
under a Buy Back Agreement, which exceeds $200,000, before it
will be honored. In the event a party timely objects in writing
to such payment, the Debtors will request the Court to hold a
hearing to determine whether the Debtors may honor such
obligation.

    2. Warranties

    The Debtors maintain, honor, and offer various warranty
policies with respect to their products that enable the customer
to have defective goods repaired or replaced by the Debtors, as
needed. Most of these warranties provide some protection for a
period up to one year from purchase. In European countries, the
product and service warranties are longer pursuant to certain
local laws which regulate the minimum duration of warranties. In
addition, the Debtors sell extended warranties that are, in
essence, a type of service contract. The Debtors generally spend
an aggregate of approximately $2,800,000 annually to honor
product warranties. Absent the authority to honor prepetition
warranty claims, the Debtors will undoubtedly lose customer
support. It is therefore necessary that the Debtors be permitted
to continue prepetition warranty policies postpetition.

The Debtors, in the ordinary course of their business, are
sometimes required to adjust the contract price of certain NCPs
and MODs as part of a final reconciliation process or as an
adjunct to certain warranty obligations. A failure to reconcile
such matters will result in a loss of the Debtors' credibility
and reputation as a leading and reliable distributor of bowling
products. Thus, the Debtors request the authority to engage in
ordinary course contract adjustments postpetition without
seeking separate court approval.

    3. Third-Party Installer Contracts

    In the ordinary course of the Debtors' business they contract
with various third-parties Installers for the installation of
NCPs and MODs. As there are only a small number of people who
are experienced at installing lanes and other bowling equipment,
the Installers are invaluable to the success of AMF Products.
Customarily, the Installers will not finish an existing job or
start a new one unless they are paid current. On average, the
Installers install between 120 and 130 lanes each month, at a
cost to the Debtors of approximately $3,000 per lane. In the
aggregate, the Debtors pay approximately $400,000 to Installers
each month. As it takes the Installers about 6-8 weeks to
install lanes in one center and the Debtors pay only a down
payment to start the installation, at any given time there are
3-4 weeks worth of unpaid services outstanding. Therefore, as of
the Petition Date, the Installers are owed an aggregate amount
of approximately $616,000. Due to the irreplaceable nature of
the service the Installers perform, it is critical to AMF
Products that it be able to continue to perform under, and
negotiate, prepetition executory contracts with the Installers.
An inability on the part of the Debtors to honor their
obligations under these contracts may cause the Installers to
stop doing business with the Debtors. This, by necessity, would
result in numerous claims by customers of NCPs and MODs for
uncompleted installations, a loss of future sales and customers,
and an inability to continue the sales of NCPs and MODs, which
are the biggest revenue producers for AMF Products. Accordingly,
the Debtors request the authority to negotiate and perform under
prepetition executory installment contracts with the Installers.

    4. Deposits

    In the ordinary course of the Debtors' businesses, customers
pay the Debtors deposits or prepay for goods that the Debtors
have not yet delivered. The Debtors estimate that, as of the
Petition Date, approximately $1,440,000 in prepetition deposits
are held by the Debtors. To ensure receipt of the rest of the
purchase price and to avoid an undue hardship to their customers
and the concomitant risk of loss of customer loyalty, the
Debtors request authority to honor these obligations.

                           * * *

The Debtors Motion is granted, Judge Tice ruled at the First Day
Hearing, on these terms and conditions:

      (a) The Debtors are authorized, but not directed, to honor
all Customer Programs in the ordinary course of business in
accordance with past practice.

      (b) The Debtors are authorized, but not directed, to
continue to honor existing obligations arising from the Customer
Programs, whether or not such customer claims or obligations
arise prior to or after the commencement of this chapter 11
case, in the same manner as they did prior to the commencement
of this chapter 11 cases.

      (c) Monies held in League Banking Escrow are not property
of the estate under Section 541 of the Bankruptcy Code, as these
monies belong to the customers of the Debtor, and all checks
posted from such accounts shall be honored or reissued if
dishonored by any drawee bank.

      (d) The Debtors shall give (i) counsel to Citibank, N.A.,
Administrative Agent under the Prepetition Credit Facility, (ii)
counsel to Citibank, N.A., Administrative Agent for the Debtors'
postpetition lenders, and (iii) any official committee of
unsecured creditors that is appointed in these cases, five (5)
calendar days written notice before any obligation arising under
a Buy Back Agreement, which exceeds $200,000 will be honored.

      (e) The relief granted herein is not and shall not be
deemed an approval or assumption of any agreement, contract or
lease.

      (f) Any payment made or credit pursuant to this Order is
not, and shall not be deemed, an admission as to the validity of
the underlying obligation or the amount or priority thereof, or
a waiver of any rights the Debtors may have to subsequently
dispute such obligation.

      (g) The authorization granted hereby to permit the Debtors
to honor obligations arising under certain of its Customer
Programs shall not create any obligation on the part of the
Debtors or their officers, directors, attorneys or agents to pay
amounts related to such Customer Programs, and none of the
foregoing persons shall have any liability on account of any
decision by the Debtors not to pay amounts in respect of any
Customer Program and nothing in this order shall be deemed to
increase, reclassify, elevate to an administrative expense
status or otherwise affect the obligations related to the
Customer Programs to the extent they are not paid.

      (h) Any payment made or credit granted pursuant to this
Order is not, and shall not be deemed, an admission as to the
validity of the amount, nature or priority of the underlying
obligation or a waiver of any rights the Debtors may have to
subsequently dispute such obligation.

      (i) The Debtors shall have the authority to reconcile,
adjust, or otherwise modify the purchase price of NCPs and MODs
in the ordinary course.

      (j) This Court shall, and hereby does, retain jurisdiction
with respect to all matters arising from or related to the
implementation of this Order. (AMF Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMRESCO CAPITAL: Making 5th Liquidating Distribution on Aug. 9
--------------------------------------------------------------
AMRESCO Capital Trust (Nasdaq: AMCT) said that its fifth
liquidating distribution pursuant to the company's plan of
liquidation and dissolution will total $7.00 per share. The
distribution will be payable on August 9, 2001 to shareholders
of record on July 30, 2001. As previously communicated,
shareholders approved the liquidation and dissolution of the
company on September 26, 2000. To date, the company has declared
liquidating distributions totaling $10.60 per share.


BIONUTRICS, INC.: Nasdaq Delists Shares From Trading
----------------------------------------------------
Bionutrics, Inc., (NASDAQ: BNRX) received notification on July
18, 2001 of a Nasdaq Staff Determination indicating the
Company's securities would be delisted from The Nasdaq SmallCap
Market as of the opening of business on July 19, 2001.

Its shares will be eligible to be traded on the OTC Bulletin
Board.

The Company previously announced that it had received a Nasdaq
Staff Determination indicating the Company no longer complied
with the continued listing requirements of The Nasdaq Stock
Market, and that its securities were therefore subject to being
delisted from the Nasdaq SmallCap Market. The Company exercised
its right to appeal the Staff Determination and requested a
hearing before a Nasdaq Listing Qualifications Panel. The
hearing occurred on June 13, 2001 and this Nasdaq Staff
Determination is the culmination of that hearing.

Nasdaq has advised Bionutrics, Inc. that the Nasdaq Listing and
Hearing Review Council (the Listing Council) may, on its own
motion, determine to review the Panel decision within 45
calendar days after issuance of the written decision. If the
Listing Council determines to review this decision, it may
affirm, modify, reverse, dismiss, or remand the decision to the
Panel. The Company will be immediately notified in the event the
Listing Council determines that this matter will be called for
review. The Company may also request that the Listing Council
review this decision. This request for review must be made in
writing and received within 15 days from the date of this
decision. The institution of a review, whether by way of the
Company's request, or on the initiative of the Listing Council,
will not operate as a stay of this decision.

Bionutrics is a biopharmaceutical company founded to discover
and develop novel biologically active compounds derived from
natural sources. Natural, biologically active compounds have
potential applications as functional nutrition ingredients as
well as ethical drugs. Bionutrics is presently developing
proprietary functional nutrition ingredients and pharmaceutical
products and intends to market these products through strategic
alliances.


BRIDGE INFORMATION: Committee Retains Helfrey As Local Counsel
--------------------------------------------------------------
The Committee of Unsecured Creditors in Bridge Information
Systems, Inc.'s chapter 11 cases sought and obtained a Court
order authorizing them to retain and employ Helfrey, Simon and
Jones, P.C. as their local counsel.

The Committee believes that employing a local counsel will
facilitate and expedite representation of the Committee.  It
will also lower the cost to the Debtors' estate, they add.  The
Committee chose Helfrey for the firm's extensive experience in
and knowledge of Chapter 11 cases.

Helfrey's professional services to the Committee will include:

      (a) providing legal advice with respect to the Committee's
          powers and duties in these cases;

      (b) preparing on behalf of the Committee as requested by
          Foley and Lardner (the Committee's lead counsel) of all
          necessary applications, answers, orders, reports and
          other legal papers;

     (c) representing the Committee as requested by Foley and
         Lardner in any and all matters involving contests with
         the debtor, alleged secured creditors and other third
         parties;

     (d) negotiating consensual plans of liquidation or
         reorganization;

     (e) reviewing the secured claims of entities which Foley and
         Lardner has represented in the past and might have a
         conflict;

     (f) performing all other legal services for the Committee
         which may be necessary and proper in these proceedings;

     (g) undertaking review of the certain creditors which have
         been previously represented in other matters by Foley &
         Lardner in order to avoid any appearances of conflict.
         Those secured creditors are AT&T Corporation, BCI Growth
         IV, L.P., Chicago Board of Trade, Chicago Mercantile
         Exchange, Citicorp USA, Inc., Deloitte & Touche, LLP,
         Deloitte Consulting, Dow Jones & Company, Inc., Mellon
         Bank, N.A., General Electric Capital Corporation, GMAC
         Commercial Mortgage Corporation, GS Capital Partners II
         Offshore, L.P., J.P. Morgan Capital Corp. Foley &
         Lardner currently represents Merrill Lynch, Pierce,
         Fenner & Smith, Inc., Bank of Nova Scotia, Harris Trust
         & Savings Bank, Morgan Stanley Dean Witter, Goldman
         Sachs, and certain of their respective affiliates or
         subsidiaries in matters unrelated to the Debtors or the
         above-captioned cases.

Helfrey will charge the Debtors for its legal services on an
hourly basis in accordance with its standard rates (which may
change from time to time). The attorneys and legal assistants
presently designated to represent the Committee and their
current standard hourly rates are:

            Michael Becker (partner)       - $200 per hour
            Carl Lothman (partner)         - $200 per hour
            Michael Seamands (associate)   - $125 per hour
            Brent Beumer (associate)       - $100 per hour
            Bernice M. Ketsenburg          - $ 75 per hour
            Carmen Perez-Gurley            - $ 75 per hour

Michael Becker, Esq., assures Judge McDonald that Helfrey does
not hold or represent any interest adverse to the Committee and
is a "disinterested person". (Bridge Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COLONIAL DOWNS: Special Shareholders' Meeting Set For Sept. 25
--------------------------------------------------------------
Once a meeting place is established Colonial Downs Holdings Inc.
will be inviting shareholders to attend a special meeting of
shareholders to be held at 10:00 a.m., on Tuesday, September 25,
2001. At the special meeting shareholders will be asked to
approve an Agreement and Plan of Merger, dated June 11, 2001,
between Colonial, Gameco, Inc., a Delaware corporation, Gameco
Acquisition, Inc., a Virginia Corporation, and wholly owned
subsidiary of Gameco, and Jeffrey P. Jacobs, the Chairman of the
Board of Directors, Chief Executive Officer and principal
shareholder of Colonial. The merger agreement provides for the
merger of Gameco Acquisition with and into Colonial as a result
of which Colonial will become a privately held, wholly owned
subsidiary of Gameco, and each outstanding share of Colonial's
common tock (other than treasury stock and shares owned by any
subsidiary of Colonial, Gameco, Gameco Acquisition or CD
Entertainment, Ltd., an affiliate), will be canceled and
converted into the right to receive cash in the amount of $1.10
per share.

A Special Committee of Colonial's Board of Directors consisting
of two independent directors has unanimously approved the merger
agreement and recommended to Colonial's Board of Directors that
the merger consideration is fair to the shareholders from a
financial point of view and that the merger agreement be
approved and adopted by the Board and recommended to the
shareholders for approval. Consequently, based upon the report,
approval and recommendation of the Special Committee, and in
consideration of other matters presented to it, the Board of
Directors has determined that the terms of the merger are fair
to, and in the best interests of, Colonial's shareholders, has
approved the merger agreement, and recommends that the
shareholders approve the merger agreement.

Approval of the merger agreement at the special meeting will
require the affirmative vote of the holders of more than two-
thirds of the outstanding shares of Colonial's class A common
stock and more than two-thirds of the outstanding shares of
Colonial's class B common stock entitled to vote at the special
meeting, each voting as a separate class.


CONGOLEUM CORP.: S&P Lowers Ratings To B+ From BB-
--------------------------------------------------
Standard and Poor's lowered its ratings on Congoleum Corp and
removed them from CreditWatch.  The current outlook is negative.

The rating actions reflect expectations that earnings and cash
flow levels in the intermediate term will not be sufficient to
restore credit measures to levels appropriate for the former
ratings. The company's cost reduction efforts and new product
introductions are unlikely to outweigh continued weakness in the
manufactured housing industry, disappointing sales performance
in a significant territory following transition to a new
distributor, and the effects of the sluggish economy.

The ratings reflect Congoleum's narrow product focus and
aggressive financial risk profile. The company's position as a
leading U.S. vinyl flooring manufacturer is tempered by product
maturity, competitive market conditions, and industry
cyclicality.

Continued earnings weakness is primarily attributable to the
ongoing depressed sales level in the manufactured housing
industry. In addition, ramping up to anticipated sales levels
following transition to a new major distributor is taking longer
than expected. Market conditions remain intensely competitive as
vinyl flooring continues to lose share to fast-growing wood,
laminate, and ceramic products. In addition, performance will be
negatively affected in a general economic downturn, although
vinyl tends to perform better than higher priced competing
products, and most of Congoleum's sales are to residential
remodeling markets, which are somewhat more stable than new
construction. Significant cost cutting efforts should improve
profitability in the coming months and new products may boost
sales late in 2001.

Congoleum is aggressively financed, with a modest equity base
and debt to capital of about 80%. The company currently has
adequate liquidity, has cut back on capital spending, and is not
expected to repurchase shares in the near term. Although
currently weak for the ratings, funds from operations to total
debt is expected to improve to and average 10% to 15%, with
EBITDA interest coverage of 2 to 3 times.

                       Outlook: Negative

The ratings could be lowered further if sales recovery and cost
reduction benefits do not improve as expected, Standard & Poor's
said.

           Ratings Lowered and Removed from Creditwatch

                                                 Ratings
      Congoleum Corp.                        To            From
         Corporate credit rating             B+            BB-
         Senior unsecured debt               B+            BB-


DC DIAGNOSTICARE: Completes US Assets Sale to McDonough Medical
---------------------------------------------------------------
DC DiagnostiCare Inc. has completed the sale of its wholly owned
subsidiaries North American Imaging, Inc. and Aspect
Electronics, Inc. to McDonough Medical Products Corporation of
Deerfield, Illinois. DC DiagnostiCare will use the net proceeds
of approximately $6.8 million (Cdn) to pay down its bank debt.

Based in Edmonton, DC DiagnostiCare Inc. provides a
comprehensive suite of medical imaging services through a
network of over 140 diagnostic imaging centres across Canada.
The common shares of DC DiagnostiCare trade on the Toronto Stock
Exchange under the symbol DCE.


DC DIAGNOSTICARE: Enters Into New $44 Million Refinancing Deal
--------------------------------------------------------------
DC DiagnostiCare Inc. said that it had, subject to shareholder
and regulatory approval, reached agreement in principle with its
existing banking syndicate on a new $44 million credit facility
expiring April 30, 2003.

"We are very pleased to have obtained the support of our lenders
and negotiated this new credit facility. It provides
DiagnostiCare with the time and resources necessary to implement
the changes that are necessary to improve the Company's
operating results," said Brock Armstrong, President and CEO.
"With this important step behind us we can focus on implementing
our restructuring plan and revitalizing our clinic
infrastructure to realize value for shareholders. As well, we
continue to seek equity investors to enable the Company to
reduce its bank debt to commercially acceptable levels", he
added.

DiagnostiCare's lenders are to convert its current credit
facility into a $39 million non-revolving facility and a $5
million overdraft facility. The proceeds from the sale of North
American Imaging Inc, which closed today, will be applied
against the non-revolving facility reducing this from $39
million to approximately $32.2 million. The facilities will bear
interest at prime plus 1%. Under the revised terms, required
principal repayments do not commence until April 2002 and amount
to $1.2 million in fiscal 2002 increasing to $2.5 million in
fiscal 2003. Also, a $1 million facility fee is payable on the
earlier of April 30, 2003, unless the credit facilities are
earlier repaid and cancelled, or the occurrence of an event of
default, which has not been waived by or cured to the
satisfaction of the lenders.

Under the terms of the refinancing agreement DiagnostiCare's
lenders will also receive warrants to acquire common shares of
DC DiagnostiCare Inc. The warrants compensate the lenders for
providing the new credit facility as well as recognizing their
agreement to waive the existing defaults under the terms of the
prior credit arrangements. The actual number of warrants the
Company's lenders are able to exercise will vary depending on
how soon the Company is able to refinance its existing bank
debt.

Upon regulatory approval the lenders are to be issued warrants
(Acceptance Warrants) to acquire 4,687,133 DiagnostiCare common
shares, or 15% of DiagnostiCare's common shares on a fully
diluted basis, at an exercise price of $0.26, which was the
closing share price on the Toronto Stock Exchange on May 29, the
day before the warrants were priced. The Acceptance warrants
will vest once all regulatory approvals have been obtained.
DiagnostiCare will issue warrants (the Closing Date Warrants) to
acquire a further 1,327,973 common shares on the date of closing
the refinancing, exercisable at a price equal to the lesser of
$0.26 and the closing price of the common shares of
DiagnostiCare on the trading day immediately preceding the
closing, subject to a minimum price of $0.165. Subject to
shareholder approval, under the terms of the new credit
facility, the lenders are also to receive warrants (the
Additional Warrants) allowing them to acquire a further
43,311,397 common shares at an exercise price equal to the
lesser of $0.20 and 75% of the closing price of the common
shares on the trading day immediately prior to the date of
shareholder approval subject to a minimum of $0.165. The Closing
Date Warrants and Additional Warrants cannot be exercised
immediately, but vest in equal tranches commencing January 1,
2002 and every 6 months thereafter until January 1, 2004. Any
unvested warrants will be cancelled once the lenders are repaid
in full.

There are currently 26,560,425 common shares outstanding. Under
the terms of the refinancing agreement, the lenders are entitled
to receive such number of warrants to allow them to acquire a
maximum of 65% of the outstanding shares on a fully diluted
basis. For purposes of the refinancing agreement, the number of
shares on a fully diluted basis excludes stock options granted
under the employee stock option plan to a limit of 3 million
options. In addition, the lenders are entitled to receive
warrants to acquire up to 4,293,714 shares so that they are able
to maintain their pro-rata interest in the Company in the event
that shares, issued on the exercise of options, exceed 3
million. Any such shares will be exercisable at the same price
as the Additional Warrants.

DiagnostiCare's success in implementing its restructuring plan
is dependent on its ability to retain and motivate employees and
contract radiologists. Accordingly, the Company is also seeking
shareholder approval for the expansion of the stock option plan
from its current limit of 10% of the issued and outstanding
shares to 15% so that a meaningful incentive can be offered to
employees and radiologists. Currently there are 1.8 million
options outstanding under the employee stock option plan.

A shareholders meeting has been set for September 5, 2001 and an
information circular fully explaining the refinancing
arrangements and details of the meeting will be distributed to
shareholders before August 11.

Based in Edmonton, DC DiagnostiCare Inc. provides a
comprehensive suite of medical imaging services through a
network of over 140 diagnostic imaging centres across Canada.
The common shares of DC DiagnostiCare trade on the Toronto Stock
Exchange under the symbol DCE.


EAGLE PICHER: Reports $6.3 Million Net Loss In Q2 2001
------------------------------------------------------
Eagle Picher Industries, Inc. had net sales in the first three
and six months ending May 31, 2001, of $184,127 and $348,156,
respectively. For comparison, the Company's net sales in the
first three and six months of the year 2000 were $197,851 and
$400,116, respectively.

Net loss for the second quarters of 2001 and 2000 were $(6.3)
million and $(1.4) million, respectively. The net loss in 2001
was significantly impacted by the provision for discontinued
operations, (in the sale of the Machinery Segment), of $2.9
million, as well as the following factors:

      - Divestiture of the Rubber Molding Division in the second
        quarter of 2000 which resulted in a gain of $4.3 million;

      - The effects of the economic downturn in 2001;

      - Reduced interest expense in 2001; and

      - Decreases in selling and administrative expenses
        throughout the Company.

Loss & income from continuing operations before taxes was $(5.0)
million and $1.5 million in the second quarters of 2001 and
2000, respectively. Excluding sales of the Machinery Segment,
which is being treated as a discontinued operation, the
Company's sales for fiscal year 2001 are expected to be
approximately $705 million. Excluding EBITDA, of the Machinery
Segment, the Company expects its EBITDA for fiscal year 2001 to
be approximately $93 million.

The Company's cash flow from operations and available credit
facilities are considered by Eagle Picher Industries to be
adequate to fund both the short-term and long-term capital needs
of the Company. As of May 31, 2001, the Company had $60.4
million available to be drawn under its revolving credit
facility and an amount up to $6.3 million available to be drawn
under its Receivables Loan Agreement, based on a formula of
total receivables outstanding as of a certain date. In addition,
the Company's European operations had several unsecured lines of
credit on which $3.7 million was available to draw as of May 31,
2001. The Company was in compliance with the covenants of its
Credit Agreement, Subordinated Notes and the European credit
agreements as of May 31, 2001.


ENVIRO-RECOVERY: Will File For Chapter 11 Protection
----------------------------------------------------
Enviro-Recovery, Inc. (Pink Sheets: EVRE) said that on Thursday,
July 12, 2001, its Board of Directors met for the purposes of
discussing strategic alternatives to address the company's
capital structure. Those discussions resulted in a resolution
authorizing Enviro-Recovery to pursue a Chapter 11 bankruptcy
filing.

Enviro-Recovery reported it did not make, and does not expect to
be able to make, scheduled interest and principal payments on
its loan agreements, bridge loan agreements and other
obligations. Recently the company entered into a $6,000,000
financing agreement for the capital it required to continue
operations. Enviro-Recovery reported its ability to make
scheduled interest and principal payments has been adversely
impacted by an indefinite delay in capital infusion due to a
lack of performance by the financing party on the agreement.

Enviro-Recovery's Chief Executive Officer and Chief Financial
Officer, Bruce Nesmith and Jeffrey Schwartz, respectively,
issued the following comment jointly: "We believe that Enviro-
Recovery can best be protected and served through the actions
approved by the Board of Directors. We, along with our employees
are 100% dedicated to seeing the company move forward and grow.
We will continue to develop new customers and to service our
existing customers during this time of change. We believe we
will be better able to accomplish this within the new parameters
that have been established."

In a separate matter, David "Caz" Neitzke, President of Superior
Water-Logged Company, a wholly owned subsidiary of Enviro-
Recovery, was terminated effective July 12, 2001. Richard
Coleman, Robert Neilson and Andrea Malmberg have been promoted
to assist in the management team for Superior's operations in
Ashland, Wisconsin.

Customers, vendors, and investors with questions about the above
discussed matters or any other matters regarding Enviro-Recovery
and Superior can get more information on the Enviro-Recovery web
site at http://www.timelesstimber.com


ENVIRO-RECOVERY: Removes Nesmith and Schwartz as Directors
----------------------------------------------------------
Enviro-Recovery, Inc. (Pink Sheets: EVRE) said that on Thursday,
July 12, 2001, shareholders representing a majority of the
shares removed Bruce Nesmith and Jeffrey Schwartz as directors
of Enviro-Recovery, Inc.

Those shareholders also elected Jack Lowry and John K. Tull as
directors of the company. The shareholders actions were in
direct response to the previous board's decision to seek
protection under Chapter 11 of the United States Bankruptcy
Code. The shareholders felt the Chapter 11 protection was
inappropriate in that they have identified investors who have
indicated a willingness to invest additional funds to support
the company, based upon the newly elected directors.

Customers, vendors, and investors with questions about the above
discussed matters or any other matters regarding Enviro-Recovery
and Superior can get more information on the Enviro-Recovery web
site at http://www.timelesstimber.com


FRUIT OF THE LOOM: Settles Claims Dispute With Sara Lee
-------------------------------------------------------
Fruit of the Loom, Sara Lee and Sara Lee's subsidiary Saramar
are currently embroiled in litigation, pending before the U.S.
District Court for the Northern District of Illinois, captioned
Fruit of the Loom, Inc. v. Sara Lee Corp., Civil Case No. 00 C
6328. The action was filed on October 12, 2000. It seeks, among
other things, a declaratory judgment of invalidity, non-
enforceability and non-infringement of United States Patent No.
5,906,115, of which Saramar is the assignee.

Except as set forth in the settlement agreement and in
accordance with the terms and conditions contained therein, the
parties have released and forever discharged the other from any
and all claims, damages or liabilities relating to the
allegations contained in the complaint. This includes, without
limitation:

      (a) Fruit of the Loom's and Union's purported infringement
          of the patent or misappropriation of Sara Lee's trade
          secrets; and

      (b) The alleged invalidity or unenforceability of the
          patent.

The settlement agreement provides that, without admitting any
wrongdoing, the parties will take actions set forth therein to
resolve claims relating to the action. Fruit of the Loom and
Union will dismiss the action with prejudice. The parties will
also be subject to confidentiality obligations and covenants not
to sue.

For similar reasons as above, Ms. Stickles asks permission for
the exhibits to be filed under seal. However, these exhibits
will be made available only to the creditors' committee, Fruit
of the Loom's prepetition secured bank group, the informal
committee and the U.S. Trustee.

Considering the merits of settlement pact, and in the absence of
any objection, Judge Walsh gave it his stamp of approval. (Fruit
of the Loom Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GC COMPANIES: Baupost Group Reports 11.66% Equity Stake
-------------------------------------------------------
11.66% of GC Companies Inc. is beneficially owned by Baupost
Group L.L.C. under its ownership of 913,300 shares of GC's
common stock. Baupost Group has sole voting and dispositive
powers over the shares so held.

As of July 3, 2001, the 913,300 shares of common stock of which
Baupost Group L.L.C. may be deemed to be beneficial owner were
shares purchased in open market transactions. The aggregate cost
of the Baupost shares, including commissions, was $2,189,152.78.
The Baupost shares are held by the Baupost Partnerships, the
funds therefore coming from the investment funds on hand in the
various Baupost Partnerships.

Baupost filed the statement of its ownership of GC Companies'
common stock with the SEC due to its participation in (i) a
motion with other shareholders of the Company to terminate the
exclusive period for filing and soliciting acceptances of a plan
of reorganization of the Company under Chapter 11 of the U.S.
Bankruptcy Code, and (ii) an objection to a motion for an order
establishing bidding procedures in relation to the
aforementioned bankruptcy proceedings. In addition, Baupost
intends to participate in proposing a plan of reorganization
under such bankruptcy proceedings, and to consider and take any
other actions it deems prudent in order to preserve or enhance
the value of its investment in the Company.


GUNTHER INTERNATIONAL: Schedules Shareholders' Meeting On Sept.6
----------------------------------------------------------------
The 2001 Annual Meeting of Stockholders of Gunther
International, Ltd. will be held at XXXX, XXXX, Norwich,
Connecticut, on Thursday, September 6, 2001 at 10:30 a.m., local
time, for the following purposes:

      (1) To elect a Board of seven directors to serve until the
          next Annual Meeting of Stockholders or until their
          respective successors shall be elected and qualified;

      (2) To approve an amendment to the Company's Restated
          Certificate of Incorporation by amending Article III to
          increase the authorized capitalization of the Company;
          and

      (3) To act upon such other matters as may properly come
          before the meeting or any postponements or adjournments
          thereof.

The Board of Directors has fixed the close of business on July
16, 2001 as the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual
Meeting.


HARNISCHFEGER: Assumes Comdisco Lease Agreements
------------------------------------------------
Harnischfeger Industries, Inc. and Comdisco, Inc. seek the
Court's approval of an agreement to assume certain Comdisco
executory contracts that were listed in the Plan for rejection.
These are "Equipment Lease Master Lease" and the "General
Services and Supplies Rec'd Computer Hardware" agreements

A stipulation, which sets forth the agreement between the
parties, says:

    Notwithstanding that the "Equipment Lease Master Lease" and
    the "General Services and/Supplies Rec'd Computer Hardware"
    agreements were listed as executory contracts to be
    rejected by the Reorganizing Debtors, HII assumes both of
    these agreements pursuant to the Bankruptcy Code.

The following language has been added to the Plan by technical
amendment: Notwithstanding any Exhibit or Plan Supplement Filed
in these cases, any New Debtor's assumption of any pre-petition
guarantee related to (i) the Comdisco, Inc. Global Master Rental
Agreement between Comdisco, Inc. and Beloit dated as of October
6, 1998 or (ii) Claim No. 10591.

The stipulation also says that the amount due to cure
prepetition defaults under the agreements that the Debtors are
assuming is $6,726.6. (Harnischfeger Bankruptcy News, Issue No.
45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMPERIAL SUGAR: Moves To Extend American Insurance Program
----------------------------------------------------------
Appearing through 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 as lead
counsel, Imperial Distributing, Inc., and its subsidiary Debtors
ask Judge Robinson to authorize them to extend a property
insurance policy issued by American Guarantee and Liability
Insurance Company. The Debtors tell Judge Robinson they have
procured property insurance from AGLIC for the past three years.
The last such policy issued is effective through and including
August 1, 2001. Due to the Debtors' filing of these petitions,
AGLIC sent a non- renewal notice for the policy, terminating it
as of August 1, 2001. The Debtors anticipate, and have so
advised AGLIC, that the Court will enter an order confirming the
Debtors' Plan within 60 to 90 days from the termination date set
by AGLIC.

AGLIC is willing to extend the policy on certain revised terms
and conditions for a period of 60 days from the effective date
for termination of August 1, 2001, and, in its sole discretion,
for an additional 30 days beyond the extension period, in
anticipation that the Court will enter an order confirming the
Debtors' plan within the extended, or additional extended,
periods. AGLIC's agreement to extend the policy for these
periods is given on the condition that, in the event the Debtors
fail to pay any premium for the extension period or the
additional extension period, if applicable, when it becomes due,
AGLIC has the right to cancel the policy on ten days' prior
written notice to the Debtors.

In the event that the Court does not enter an order confirming
the plan within the extension period, the policy will terminate
automatically effective October 1, 2001, unless an additional
extension period is granted, without further written notice to
the Debtors required. In the event that the Debtors do not exit
from chapter 11 within the additional extension period, the
policy will automatically terminate November 1, 2001, without
further written notice to the Debtors required.

In the event that the Court does enter an order confirming the
plan within the extension period or additional extension period,
and all premiums charged therewith are timely paid by the
Debtors, AGLIC will provide coverage under the policy, on the
same terms and conditions as agreed to for the extension period
or additional extension period, if applicable, through August 1,
2002.

The Debtors argue in support of this Motion that the granting of
this Motion is supported by sound business justifications. In
order to protect the interests of the creditors and the
bankruptcy estate, it is essential for the Debtors to maintain
adequate property insurance to protect its corporate property
assets against various covered causes of loss. The Debtors
believe that by extending the policy for the extension period
and the additional extension period, if applicable, they have
adequately insured their businesses, thereby protecting the
interests of the estate, and the creditors, and allowing the
Debtors to operate. (Imperial Sugar Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LAIDLAW INC.: Engages Hodgson Russ As Local Counsel
---------------------------------------------------
Laidlaw USA, Inc., and its related and affiliated chapter 11
Debtors, ask Judge Michael J. Kaplan for authority to employ
Hodgson Russ LLP as their local bankruptcy counsel.

Hodgson will provide services to the Debtors in the general
areas of bankruptcy and restructuring, corporate, employee
benefits, environmental, finance, intellectual property,
litigation, real estate, regulatory, securities, and tax
assistance and advice. Specifically, Hodgson will:

        (a) advise the Debtors of their rights, powers and duties
as debtors and debtors-in-possession continuing to operate and
manage their businesses and properties under chapter 11 of the
Bankruptcy Code;

        (b) prepare, on behalf of the Debtors, all necessary and
appropriate applications, motions, draft orders, other
pleadings, notices, schedules and other documents, and reviewing
financial and all other reports to be filed in these cases;

        (c) advise the Debtors concerning, and prepare responses
to, applications, motions, other pleadings, notices and other
papers that may be filed and served in these chapter 11 cases;

        (d) advise the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements, debt and
cash collateral orders, and related transactions;

        (e) review the nature and validity of any liens asserted
against the Debtors' property and advising the Debtors
concerning the enforceability of such liens;

        (f) advise the Debtors regarding their ability to
initiate actions to collect and recovery property for the
benefit of their estates;

        (g) counsel the Debtors in connection with the
formulation, negotiation and promulgation of a plan or plans of
reorganization and related documents;

        (h) advise and assist the Debtors in connection with any
potential property dispositions;

        (i)  advise the Debtors concerning executory contracts
and unexpired lease assumptions, assignments and rejections and
lease restructurings and recharacterizations;

        (j) assist the Debtors in reviewing, estimating and
resolving claims asserted against the Debtors' estates;

        (k) commence and conduct any and all litigation necessary
or appropriate to assert rights held by the Debtors, protect
assets of the Debtors' chapter 11 estates, or otherwise further
the goal of completing the Debtors' successful reorganization;

        (l) provide general corporate, litigation, regulatory and
other nonbankruptcy services as required by the Debtors;

        (m) appear in court on behalf of the Debtors as needed in
connection with the foregoing and otherwise; and

        (n) perform all other necessary or appropriate legal
services in connection with these chapter 11 cases for or on
behalf of the Debtors.

Subject to the Court's approval, Hodgson will be compensated by
the Debtors for its legal services on an hourly basis in
accordance with its usual and customary hourly rates in effect
on the date the services are rendered.  The Debtors assure Judge
Kaplan they understand that Hodgson's rates may change from time
to time in accordance with Hodgson's established billing
practices and procedures.

The names, positions, and current hourly rates of the Hodgson
lawyers and paraprofessionals currently expected to have primary
responsibility for providing services to the Debtors are:

       Professional             Location    Position     Rate
       ------------             --------    --------     ----
       Garry M. Graber          Buffalo     Partner      $250
       Richard L. Weisz         Albany      Partner       235
       Cheryl R. Storie         Buffalo     Partner       210
       Deborah L. Kelly         Albany      Partner       200
       Maureen Bass             Buffalo     Associate     125
       Anna L. Case             Buffalo     Associate     140
       Julia S. Kreher          Buffalo     Associate     160
       Peter A. Muth            Buffalo     Associate     170
       Stephen L. Yonaty        Buffalo     Associate     160
       Thomas C. Balk           Buffalo     Paralegal      95
       Bonnalyn R. O'Malley     Buffalo     Paralegal      90
       Helen R. Stoberl         Buffalo     Paralegal      85
       Nellinia Woodard         Albany      Paralegal      75

On June 7, prior to the Petition Date, the Debtors paid Hodgson
a retainer of $50,000 for services to be rendered in these
chapter 11 cases.  The retainer will be applied to legal fees
and expenses of Hodgson in connection with these chapter 11
cases, following court approval or as otherwise ordered by the
Court.

The Debtors disclose they have made payments to Hodgson
aggregating approximately $28,180.56 during the year immediately
preceding the Petition Date on account of fees and expenses
incurred by Hodgson for services performed for the Debtors in
contemplation of and in preparation for these chapter 11 cases
through June 27, 2001.  The sources of these payments and the
retainer was the operating cash of one or more of the Debtors.

Mr. Graber advises Judge Kaplan that, to check and clear
potential conflicts of interest in these cases, Hodgson
researched its database to determine whether it had any
relationships with interested parties in these cases.  However,
Hodgson is unable to state with certainty that every client
representation or other connection has been disclosed.  In this
regard, Hodgson agrees that if it discovers additional
information that requires disclosure, Hodgson will file a
supplemental disclosure with the Court as promptly as possible.
The Debtors have agreed, Hodgson tells Judge Kaplan, to waive
any conflicts of interest or potential conflicts of interest
arising from Hodgson's representation of creditors and other
parties in interest in matters unrelated to the Debtors or these
chapter 11 cases.

Mr. Graber assures Judge Kaplan that Hodgson is a disinterested
party, neither holding nor representing any interest adverse to
the Debtors or these estates on matters for which his approval
of employment is sought.  Out of an abundance of caution, Mr.
Graber discloses these connections with parties-in-interest in
Laidlaw's chapter 11 cases, assuring that each representation is
wholly unrelated to Laidlaw's cases:

       (A) Prior to the Petition Date, Hodgson represented
certain of the Debtors' non-debtor affiliates, including Laidlaw
Transit, Inc., Greyhound Lines, Inc., Mark IV, and New Jersey
Transit Corp. in matters unrelated to these estates.  Hodgson
may continue to represent these non-debtor parties or other non-
debtor affiliates on matters not related to these chapter 11
cases.  Hodgson will issue separate invoices for all work
performed on behalf of the non-debtor affiliates and seek
payment from these non-debtor affiliates directly and without
application or order of the Court.

       (B) Canadian Imperial Bank of Commerce, CIBC, Inc., The
Toronto-Dominion Bank, Bank of America Canada, The Bank of Nova
Scotia, The First National Bank of Chicago, Royal Bank of
Canada, and the Bank of Montreal are all agent banks for the
Debtors $1.2 billion prepetition bank credit facility.  Hodgson
has represented or represents these agent banks or certain of
their affiliates in matters not related to the Debtors or these
chapter 11 estates.  Hodgson anticipates it will continue to
represent and provide services to these parties in connection
with pending and future matters, but will not represent these
parties in any matters connected to these estates or the
Debtors.

       (C) Canadian Imperial Bank of Commerce, Bear Stearns &
Co., Inc., The Toronto-Dominion Bank, Bank of America NA, Royal
Bank of Canada, Bank of Montreal, and Bank One NA, were lenders
for the Debtors' $80 million prepetition bridge loan.  Hodgson
represents or has represented one or more of the bridge lenders
and certain of their affiliates in matters not related to the
Debtors or these chapter 11 estates.  Hodgson anticipates it
will continue to represent and provide services to these parties
in connection with pending and future matters, but will not
represent these parties in any matters connected to these
estates or the Debtors.

       (D) General Electric Capital Corporation is the agent for
the Debtors' $200 million postpetition financing facility.
Hodgson represents or has represented GECC and certain of their
affiliates in matters "not unrelated" to the Debtors or these
chapter 11 estates.  Hodgson anticipates it will continue to
represent and provide services to these parties in connection
with pending and future matters, but will not represent these
parties in any matters connected to these estates or the
Debtors.

       (E) U.S. Bank National Association, Chase Manhattan Trust
Co. NA, Montreal Trust Co. of Canada, and Street State Bank &
Trust Company are current or former indenture trustees for
certain of the Debtors' outstanding public notes.  Hodgson
represents or has represented one or more of these indenture
trustees and certain of their affiliates in matters not related
to the Debtors or these chapter 11 estates. In addition, Hodgson
represents or has represented other holders of these notes or
their affiliates in matters not related to these chapter 11
estates. Hodgson anticipates it will continue to represent and
provide services to these parties in connection with pending and
future matters, but will not represent these parties in any
matters connected to these estates or the Debtors.

       (F) John Hancock Life Insurance Company, New York Life
Insurance Company, Aid Association for Lutherans, American
General Annuity Insurance Company, and the Variable Life
Insurance Company are plaintiffs in litigation against certain
of the Debtors with respect to certain notes.  Hodgson
represents or has represented one or more of the noteholder
plaintiffs and certain of their affiliates in matters not
related to the noteholder litigation, the Debtors or these
chapter 11 estates. Hodgson anticipates it will continue to
represent and provide services to these parties in connection
with pending and future matters, but will not represent these
parties in any matters connected to the noteholder litigation,
these estates or the Debtors. (Laidlaw Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MADGE NETWORKS: Sells Madge.web's Trader Voice Assets to Tullett
----------------------------------------------------------------
Madge Networks N.V. (NASDAQ NM: MADGF), a global supplier of
advanced networking product solutions, said that a definitive
agreement has been signed with Tullett & Tokyo Liberty Plc. for
the sale of certain assets relating to Madge.web's Trader Voice
business in Asia and Europe.

The sale, which was completed Wednesday, provides continuity of
employment for a number of Madge.web employees and provides a
release for Madge Networks of significant guarantee obligations
relating to the Madge.web Trader Voice business. The sale
proceeds, together with the receivables from the Madge.web
business since the Administration process began on April 27,
2001, will be used by the Administrators of Madge.web to repay a
proportion of the debts due to Madge.web's creditors and of the
funds supplied by Madge Networks for the administration process.
Tullett and Tokyo Liberty will be contacting Madge.web Trader
Voice customers and suppliers in Asia and Europe with a view to
continuing the services supplied by Madge.web.

Madge Networks did not conclude an agreement from the Letter of
Intent previously announced, and this sale to Tullett and Tokyo
Liberty is on different terms to those envisaged. Accordingly,
Madge Networks do not expect at this stage that the funds
realized by the Administration process in total will be
sufficient to repay the full US$6.3 million funding provided by
it to the Administrators, as had been anticipated.

The majority of the Madge.web employees have now been made
redundant and the Administrators of Madge.web Ltd. are
continuing to seek purchasers for Madge.web Ltd.'s other
remaining assets. The U.S. subsidiary company, Madge.web Inc.,
owned by Madge Networks, will continue to operate, albeit on
a reduced scale.

Following the investment in Red-M this past April that has led
to Red-M's operation as an independent business and the expected
sale or liquidation of Madge.web's remaining assets, Madge
Networks' remaining operating business is Madge.connect, a
supplier of token ring products. The company intends to explore
new business opportunities that can leverage its Madge.connect
assets and core competencies without significant use of
additional resources. The current status of Madge Networks and
the outlook for the company has been discussed in detail in its
Annual Report on Form 20-F, which the company filed last week
with the SEC.


MADGE NETWORKS: Names Martin Malina As New CEO
----------------------------------------------
To optimize the current and future business of Madge Networks
N.V., a new management team has been appointed through internal
promotion. Martin Malina, previously Senior VP Lines of
Business, Madge.web, becomes Chief Executive Officer of the
company, effective immediately, taking the place of Robert Madge
who continues as Chairman and President of the Management Board.
Martin Malina will be presented to shareholders for election to
the Management Board at the next general meeting of the
shareholders, scheduled for later this year.

"I have decided to hand over my responsibilities as CEO, to
allow for a new leadership team that will take Madge Networks
forward," said Robert Madge, Chairman of Madge Networks N.V. "I
know that Martin's energy and drive will optimize the existing
business whilst providing new skills and leadership in order to
create longer term opportunity. I will continue to hold the
office of Chairman and am committed to the company's success."

"The company has commenced a program of actions to streamline
the corporate organizations that were previously supporting
Madge.web and Red-M as well as Madge.connect," said Martin
Malina. "We will be focused on exploring new business
opportunities that will leverage our assets and core
competencies and position Madge Networks for success into 2002
and beyond."

Chris Bradley, CFO has also announced his intention to leave
Madge Networks at the end of the year in order to pursue other
opportunities. Chris will continue as CFO and be a committed
member of the senior management team until his departure. Chris
Semprini, previously Director, Finance, Madge.web will take on
the role as Deputy CFO with the intention of moving into the
role of CFO in the new year.

                 Biography of Martin Malina

Martin Malina has been the Senior Vice President of Lines of
Business for Madge.web since April 2000. Mr. Malina was
responsible for all vertical lines of business, product
marketing, product development and architecture. Mr. Malina also
served as Madge.web's Vice President of Global Marketing from
January 1999 to April 2000. Prior to January 1999, Mr. Malina
worked at Digital (Compaq), where he was number two in the
European marketing operation and responsible for the strategy
and implementation of Digital's Internet activities. He also
held various senior product marketing positions both in the US
and in Europe.

                About Madge Networks N.V.

Madge Networks N.V. (NASDAQ NM: MADGF), through its
Madge.connect subsidiary, is a global supplier of advanced
networking product solutions to large enterprises, and is the
market leader in Token Ring. Madge Networks also has an
associate company, Red-M(TM), a leading supplier of
Bluetooth(TM) wireless networking product solutions. The
Company's main business centers are located in Wexham Springs,
United Kingdom and Milpitas, California. Information about
Madge's complete range of products and services can be accessed
at http://www.madge.com


MARINER POST-ACUTE: Moves To Amend Brian Center Lease
-----------------------------------------------------
Mariner Post-Acute Network, Inc. seeks the Court's approval for
Living Ceners-Southeast, Inc. (LCS), as tenant, to enter into
the "Second Amendment and Restatement to Lease" with Pearl
Hayes, as lessor, of the profitable Brian Center Health &
Rehabilitation /Waynersville skilled nursing facility located at
700 Wall Street, Waynesville, North Carolina 28786.

The Lease, entered on or about March 18, 1992 by LCS, as
successor tenant and operator, with Hayes, expired on or about
March 11, 2001.

Brian Center, a 95-bed skilled nursing facility, have continued
to generate revenues that significantly exceed its operating
costs for the six-month period ended March 31, 2001, the Debtors
tell Judge Walrath. The average occupancy rate of the center
during the period is 96%. Due to the location of the Facility,
the historic profitability of it, and the proposed terms of the
Amendment, LCS believes that the Facility will continue to be
profitable. Further, the Facility is strategic to LCS' real
estate portfolio.

Accordingly, LCS believes it is sound business judgment to
continue to operate the Facility and to enter into Amendment.
Under the Amendment, the term of the Lease will be extended for
an additional period of five years beginning on April 1, 2001
and ending on March 31, 2006. The monthly rental payments will
be $35,000 representing a 6% increase over the previous amount
of $33,000. LCS will have the option to extend the term of the
Lease for two additional periods of five years each upon the
same terms and conditions. The monthly rental payment during the
first Option Period will be $39,000 and the monthly rental
payment during the Second Option Period will be $43,000.
Pursuant to the Amendment, LCS will pay Hayes $42,338.67 which
represents amounts owed to Hayes or the relevant taxing
authority in connection with prepetition rent and the valorem
taxes.

Taking into account alternatives with respect to the Facility
and all the terms and conditions under the Amendment, LCS
believes that entry into the Amendment is in the best interest
of its estate and creditors. (Mariner Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MSHOW.COM INC.: Filing For Chapter 11 Bankruptcy
------------------------------------------------
Bob Ogdon, Founder and Chairman of MSHOW.com, Inc. (MSHOW), said
that the company has entered into a strategic operating alliance
with Accutel Conferencing Systems Inc. (ACCUTEL.COM) as part of
a comprehensive financial restructuring of the company to be
concluded in the coming months.

The alliance will be accompanied by a significant capital
injection. MSHOW is also proceeding with a Chapter 11
reorganization, a move that will not only cement the new
alliance with ACCUTEL.COM, but will strengthen MSHOW's financing
and facilitate the overall restructuring plan.

"ACCUTEL.COM has been an MSHOW customer, and supplier, for a
long time," said Ogdon. "It is one of the most entrepreneurial,
profitable and best-run companies that we have been privileged
to deal with over recent years. As MSHOW moves into the next
phase of its evolution, we are delighted to be associated with
the critical operating strengths and technology savvy that
ACCUTEL.COM brings to the table."

The operating alliance will position MSHOW to better capitalize
on its excellent market reputation for delivering reliable,
high-quality interactive web-based communications. "This
alliance is important to MSHOW," Ogdon stressed. "While our
technology and our technological infrastructure have long been
scalable, this alliance will enable us to scale our business
platform more quickly and efficiently. It will also add
tremendous management depth to the MSHOW team.

"I am also delighted that our existing investors have agreed to
provide MSHOW with significant new capital as part of the
overall reorganization", said Ogdon. "In light of current
customer demand, recent revenue trends, and a record quarter
just ended - and now with a beefed-up operating platform - it
makes sense to better position MSHOW for the opportunities that
are now emerging in the marketplace."

Joe Balaz, Vice President and General Manager of ACCUTEL.COM
added his perspective. "MSHOW is already a global leader in
interactive webcasting and data-conferencing, with proprietary
technology that has proven itself to be superior to all other
competitive service offerings in the marketplace", said Balaz.
"At this critical point in MSHOW's history, and as the demand
for interactive web communications begins to explode, we are
pleased to be able to lever our operating infrastructure to
assist MSHOW in meeting its customer demand."

"MSHOW owns one of those truly remarkable technologies that
deserves to survive the recent difficulties in the Internet
technology marketplace. The steps we are taking together today
will position MSHOW to fully realize that original vision of its
founders, investors and customers," concluded Balaz.

                       About MSHOW

Founded in 1996, MSHOW is the leader in interactive broadcasting
services and the only company to deliver Web conferencing,
streaming and interactive broadcasting services to the
enterprise. MSHOW delivers real-time, interactive events,
presentations and meetings to thousands of participants via the
Web.

MSHOW currently provides hundreds of companies with the
capability to conduct Web conferences, interactive broadcasts or
streamed events as a single service to any desktop, anywhere in
the world. MSHOW also provides solutions pertaining to marketing
and corporate communications, investor relations, training and
lead prospecting qualification.

Headquartered in Denver, MSHOW also has offices in Austin,
Texas. For more information about MSHOW, log on to
http://www.MSHOW.com

                      About ACCUTEL.COM

Founded in 1988, ACCUTEL.COM is one of North America's largest
independent conferencing providers, providing the most
comprehensive and innovative audio and internet conferencing
services in the industry. ACCUTEL.COM supports every industry
sector, providing mission critical conferencing services to many
of North America's and the world's leading organizations.

Through strategic alliances with Bell Nexxia and Compunetix,
ACCUTEL.COM supports its offering with a state-of-the-art fibre
optic installation and digital bridging technology, enabling its
customers to conduct the highest quality conference calls from
anywhere in the world at any time.

Headquartered in Toronto, ACCUTEL.COM also has offices in
Chicago, Dallas, Atlanta, Montreal, Calgary and Vancouver. For
more information, log on to http://www.Accutel.com


NATIONAL HEALTH: Baupost Group Holds 10.17% Of Common Stock
-----------------------------------------------------------
The Baupost Group L.L.C. beneficially owns 10.17% of the common
stock of National Health Investors, Inc., represented by the
holding of 2,517,029 shares of that Company's common stock, with
sole voting and dispositive power thereof.

The Baupost Group, L.L.C. is a registered investment adviser.
SAK Corporation is the Manager of Baupost. Seth A. Klarman, as
the sole Director of SAK Corporation and a controlling person of
Baupost, may be deemed to have beneficial ownership under
Section 13(d) of the securities beneficially owned by Baupost.
The securities reported on here as being beneficially owned by
Baupost include securities purchased on behalf of a registered
investment company and various limited partnerships.


OWENS CORNING: Publishes Second Quarter Financial Results
---------------------------------------------------------
Owens Corning (NYSE: OWC) posts financial results for the second
quarter ended June 30, 2001.

For the second quarter the company had net sales of $1.239
billion, compared to $1.295 billion in the same period in 2000.
Income from Operations before other charges and Chapter 11
reorganization items was $91 million in the quarter, compared to
$152 million in the second quarter of the prior year before
other charges related to asbestos.

Owens Corning reported net income of $29 million for the second
quarter of 2001, compared to a net loss of $425 million in the
prior year. Results for the quarter in the prior year include
$790 million of pretax charges for asbestos-related items.
Results for the second quarter of 2001 include $17 million of
pre-tax charges for restructuring and other activities, and $17
million of pre-tax Chapter 11-related reorganization items.

Results for the second quarter of 2001 reflect lower demand for
most products combined with energy and some raw material cost
increases.

The company ended the second quarter of 2001 with more than $500
million in cash. In addition, the company has available a $500
million Debtor in Possession credit facility.

Owens Corning is a world leader in building materials systems
and composites systems. The company has annual sales of about $5
billion and employs approximately 20,000 people worldwide.
Additional information is available on Owens Corning's Web site
at http://www.owenscorning.com

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court
for the District of Delaware. The Debtors are currently
operating their businesses as debtors-in-possession in
accordance with provisions of the Bankruptcy Code. The Chapter
11 cases of the Debtors are being jointly administered under
Case No. 00-3837 (JKF). The Chapter 11 cases do not include
other U. S. subsidiaries of Owens Corning or any of its foreign
subsidiaries. The Debtors filed for relief under Chapter 11 to
address the growing demands on Owens Corning's cash flow
resulting from its multi-billion dollar asbestos liability.
Owens Corning is unable to predict at this time what the
treatment of creditors and equity holders of the respective
Debtors will be under any proposed plan or plans of
reorganization. Pre-petition creditors may receive under a plan
or plans less than 100% of the face value of their claims, and
the interests of Owens Corning's equity security holders may be
substantially diluted or cancelled in whole or in part. It is
not possible at this time to predict the outcome of the Chapter
11 cases, the terms and provisions of any plan or plans of
reorganization, or the effect of the Chapter 11 reorganization
process on the claims of the creditors of the Debtors, or the
interests of Owens Corning's equity security holders.


PACIFIC GAS: Committee Asks To Trade In Energy Commodities
----------------------------------------------------------
Paralleling their request to trade in Pacific Gas and Electric
Company's securities during the course of the Debtor's chapter
11 cases, the Committee now asks that certain of its members be
allowed, provided appropriate "ethical walls" are put in place,
to publish research materials and trade in energy commodities
without risking a violation of any fiduciary duty.

Linda Ekstrom Stanley, the United States Attorney, opposes the
Committee's Motion on three bases:

      (A) it has no legal basis;

      (B) it impermissibly seeks an advisory ruling from the
Bankruptcy Court on whether particular measures termed "ethical
walls" can insulate a particular committee member from liability
for the use of confidential information; and

      (C) may be intended to insulate particular members from
removal from the Committee by the U.S. Trustee if she deems it
necessary.

One uniform order governing "ethical walls," the U.S. Trustee
suggests, is impossible to craft. The pantheon of commercial
interests among the Committee's members includes banks, brokers,
producers and traders. The energy trading and information
business is arcane and no one-size-fits-all order will work.
(Pacific Gas Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Inks Long-Term Agreements With 131 QFs
---------------------------------------------------
Business Wire, July 19, 2001

Pacific Gas and Electric Company has signed five-year agreements
with 131 of its qualifying facilities (QFs), ensuring the
utility and its customers receive a reliable supply of
electricity at an average energy price of 5.37 cents per
kilowatt-hour.

Under the terms of the agreements, Pacific Gas and Electric
Company will assume the QF contracts. The company will pay the
pre-petition debt on these 131 QF contracts -- totaling $740
million -- on the effective date of the plan of reorganization.
The total amount the company owed to QFs when it filed for
Chapter 11 was approximately $1 billion.

For certain of these QFs, if the effective date has not occurred
by July 15, 2003, the company will pay 2% of the principal
amount of the pre-petition debt per month until the effective
date of the plan of reorganization or until July 15, 2005, when
it will pay the remaining pre-petition debt.

By locking into the average fixed cost, Pacific Gas and Electric
Company will help protect its customers from the price
fluctuations in the wholesale market. A recent CPUC decision
(D.01-06-015) allowed QFs to enter into long-term contracts at
an average energy price of 5.37 cents per kilowatt-hour.

"We are pleased to have reached agreements with more than 130 of
our small power producers," said Joe Henri, Pacific Gas and
Electric Company's director of electric portfolio management.
"This will help bring stability to the market and allow our
customers to receive reliable power at reasonable costs."

The 131 QF contracts represent nameplate capacity of 2,950
megawatts compared to PG&E's total QF contract nameplate
capacity of 4,400 megawatts. On an average annual basis, the
company receives approximately 2,400 megawatts from all of its
QFs, and the 131 QFs represent approximately 1600 megawatts of
the total amount.

Each of the agreements requires formal approval from the U.S
Bankruptcy Court. Several of the agreements have already been
approved, and the company will be making filings for the
remainder in the near future.


PACIFIC GAS: Extends Gas Transmission Open Season To August 31
--------------------------------------------------------------
Pacific Gas and Electric Company extends the close of the
California Gas Transmission open season to 5 p.m. (Pacific Time)
August 31, 2001. Pacific Gas and Electric Company's open season
was originally scheduled to close on July 31.

The utility's open season offers 1.5 billion cubic feet/day of
backbone gas transmission capacity starting January 2003. Open
season capacity includes a proposed 200 million cubic feet/day
Redwood path expansion from Malin, Oregon.


PARACELSUS HEALTHCARE: Russell Inv. Appeals Plan Confirmation
-------------------------------------------------------------
On June 28, 2001, the United States Bankruptcy Court for the
Southern District of Texas entered an order confirming the first
amended plan of reorganization, as modified from what Paracelsus
Healthcare Corporation ("PHC") filed with the Court on April 18,
2001. Russell Investments, Inc., an equity security holder of
PHC, has filed an appeal of the Confirmation Order and, by way
of two separate motions, has sought a stay of the Confirmation
Order pending resolution of the appeal.

Under the terms of the Amended Plan, the Amended Plan must be
effective no later than three months after the Confirmation
Date. The consummation of the Amended Plan is subject to a
number of material conditions, and there can be no assurance
that the Amended Plan will be consummated. The following is a
summary of certain material provisions of the Amended Plan. The
summary does not purport to be complete.

Upon the effective date of the Amended Plan, the 59,143,721
shares of PHC's common stock currently held by existing equity
holders will be canceled and rendered null and void, and current
equity holders will neither receive or retain any property under
the Amended Plan on account of such equity interests. Also upon
the Effective Date, PHC will merge into a wholly owned
subsidiary incorporated in Delaware and will cease to exist as a
separate company, and the wholly owned subsidiary will emerge
from bankruptcy as reorganized PHC and will be known as Clarent
Hospital Corporation. Additionally, all principal and interest
outstanding on the Notes and allowed general unsecured claims
will be exchanged for (i) 11.5% Senior Notes (due on August 15,
2005) in the aggregate principal amount of $130.0 million (ii) a
cash payment, as defined in the Amended Plan, and (iii) 100.0%
of the 6,106,665 shares of new common stock to be issued by
reorganized PHC under the Amended Plan. Interest on the New
Notes shall accrue commencing on the Effective Date.

Pursuant to the terms of a settlement agreement executed in
connection with the global settlement of shareholder litigation
that became effective in September 1999, a 6.51% subordinated
note (the "Park Note") and all accrued interest thereon must
convert to PHC's common stock in the event PHC files a voluntary
petition in bankruptcy. No shares of common stock have been
issued to the Park Note holder (Park Hospital GmbH or "Park") at
this time. Under the Amended Plan (i) the Park Note will be
deemed to have been converted to approximately 1.9 million
shares of PHC's common stock upon the filing of the Bankruptcy
proceeding, (ii) Park will be deemed to have been issued the
common stock in accordance with the terms of the settlement and
(iii) the Park Note will be deemed to be canceled. On the
Effective Date, the 1.9 million shares of PHC common stock will
be deemed canceled and rendered null and void, and Park will
neither receive nor retain any property on account of such
equity interests.

On or about the Effective Date, reorganized PHC will take the
steps necessary to cease being subject to the periodic reporting
requirements of the federal securities law. Additionally,
reorganized PHC will have a limited number of stockholders and
does not plan to list the New Notes on an exchange.  Therefore,
PHC will not be required to file periodic public reports,
although the new board of directors may seek to voluntarily
register the Company's new common stock with the SEC or to list
the New Notes on an exchange at a future date and thus have the
Company become a publicly traded entity.


PSINET INC.: Proposes Claims Resolution Protocol
------------------------------------------------
In the ordinary course of their businesses, the PSINet, Inc.
Debtors are routinely involved in litigation relating to amounts
receivable. In addition, the Debtors will have various causes of
action arising under Chapter 5 of the Bankruptcy Code.

To facilitate the resolution of the various business disputes
and Chapter 5 Causes of Action in a process that is fair,
expeditious, and cost-effective to the Debtors' estates and
their creditors, the Debtors seek authority to settle such
business disputes under Omnibus Procedures. The Debtors believe
that the Omnibus Procedures will also eliminate some of the
burdens on the Court of ruling and pass upon each proposed
settlement on a case-by-case basis.

The Omnibus Procedures proposed by the Debtors are as follows:

      (a) For disputes in which the Debtors' aggregate claim is
for $100,000 or less, the Debtors may enter into any settlement
without further hearing or notice.

The Debtors shall provide, on a quarterly basis beginning on
July 1, 2001, a list of all such settlements, indicating (x)
the amount Debtors claimed was due and owing, and (y) the
amount to be received under the Settlement, to counsel for the
Committee, to the Office of the United States Trustee, and to
all parties filing a special notice of appearance with the
Court and requesting to be added to the list of Notice
Parties.

      (b) For disputes in which the Debtors' aggregate claim is
for more than $100,000 but not more than $500,000, the Debtors
may enter into any settlement under which they receive payment
equaling 70 percent or more of their aggregate claim without
further hearing or notice.

The Debtors shall provide, on a quarterly basis beginning on
July 1, 2001, a list of all such settlements, indicating (x)
the amount Debtors claimed was due and owing, and (y) the
amount to be received under the settlement, to counsel for the
Committee, to the Office of the United States Trustee, and to
all parties filing a special notice of appearance with the
Court and requesting to be added to the list of Notice
Parties.

      (c) For disputes in which the Debtors' aggregate claim is
for more than $100,000 but not more than $500,000, the Debtors
may enter into any settlement under which they receive payment
equaling less than 70 percent of their aggregate claim by
providing notice of the proposed settlement to counsel for the
Committee, to the Office of the United States Trustee, and to
all parties filing a special notice of appearance with the Court
and requesting to be added to the list of Notice Parties. The
notice shall indicate (x) the amount Debtors claimed was due and
owing, and (y) the amount to be received under the settlement.
If no party receiving such notice informs the Debtors within 10
days of the giving of such notice that they object to the
proposed settlement, the Debtors may enter into the proposed
settlement without further notice or hearing. If any party
informs the Debtors that they do object to such settlement, and
the Debtors are unable to reach an agreement with such objecting
party, the Debtors may not enter into such settlement without
seeking authority to enter into such settlement pursuant to
Bankruptcy Rule 9019.

      (d) For disputes in which the Debtors' aggregate claim is
for more than $500,000 but not more than $2,000,000, the Debtors
may enter into any settlement under which they receive payment
equaling 80 percent or more of their aggregate claim by
providing notice of the proposed settlement to counsel for the
Committee, to the Office of the United States Trustee, and to
all parties filing a special notice of appearance with the Court
and requesting to be added to the list of Notice Parties. The
notice shall indicate (x) the amount Debtors claimed was due and
owing, and (y) the amount to be received under the settlement.
If no party receiving such notice informs the Debtors within 10
days of the giving of such notice that they object to the
proposed settlement, the Debtors may enter into the proposed
settlement without further notice or hearing. If any party
informs the Debtors that they do object to such settlement, and
the Debtors are unable to reach an agreement with such objecting
party, the Debtors may not enter into such settlement without
seeking authority to enter into such settlement pursuant to
Bankruptcy Rule 9019.

      (e) For disputes in which the Debtors' aggregate claim is
for more than $500,000 but not more than $2,000,000, and in
which the Debtors seek to enter into a settlement under which
they would receive payment equaling less than 80 percent of
their aggregate claim, or for any dispute in which the Debtors'
aggregate claim is for $2,000,000 or more, regardless of the
amount to be received under the proposed settlement, the Debtors
may not enter into such settlement without seeking authority to
enter into such settlement pursuant to Bankruptcy Rule 9019.

                             * * *

The Debtors draw Judge Gerber's attention to

      -- Section 105(a) of the Bankruptcy Code which states, in
pertinent part, that "[t]he court may issue any order, process
or judgment that is necessary or appropriate to carry out the
provisions to this title." 11 U.S.C. 105(a), and

      -- Bankruptcy Rule 9019(b) which provides, in pertinent
part, that "[a]fter a hearing on such notice as the court may
direct, the court may fix a class or classes of controversies
and authorize the trustee to settle controversies within such
class or classes without further hearing or notice." Fed. R.
Bankr. P. 9019(b). Rule 9019(b) permits the Court, as the
Advisory Notes to the Rule state, to deal efficiently with cases
such as these where there may be a large number of settlements.

The Debtors represent that the proposed Omnibus procedures will
permit them to settle business disputes, collection matters, and
Chapter 5 causes of action efficiently and expeditiously and at
the same time ensure that the appropriate checks and balances
are in place by providing an opportunity to object, by involving
the Committee in all settlements above $500,000 and by providing
that any settlement above $100,000 is for less than 70 percent
of the aggregate amount of the Debtors' claim. (PSINet
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


RELIANCE: Commissioner Moves to Dismiss Chapter 11 Cases
--------------------------------------------------------
Reliance Group Holdings, Inc.'s chapter 11 filings are a blatant
attempt to divest the Commonwealth Court of Pennsylvania of its
exclusive jurisdiction over RIC's state insurance insolvency
proceeding, M. Diane Koken, Insurance Commissioner for the
Commonwealth of Pennsylvania, charges.  Insurance insolvency
matters are expressly reserved by the States under McCarran-
Ferguson Act and applicable Pennsylvania law.  The Commonwealth
Court and its judges have expertise in the specialized field of
insurance and insurance company insolvency proceedings.  The
Commonwealth Court is the right forum in which to solve RIC's
problems.  These chapter 11 cases serve no purpose other than to
frustrate the authority of the Commissioner.

                The Rehabilitation Order

RIC is one of the oldest property and casualty insurance
companies in the United States. On May 29, 2001, the
Commonwealth Court entered an order granting a petition of the
Insurance Department, with the consent of RIC's Board of
Directors, for the rehabilitation of RIC under the Pennsylvania
Insurance Law. The Board of Directors of RIC at the time of the
consent substantially overlapped with the Board of Directors of
RGH. Under the RIC Rehabilitation Order, and pursuant to the
Pennsylvania Insurance Law, (a) the Insurance Commissioner was
"directed to take immediate possession of RIC's property,
business and affairs" and "to take such action as the nature of
this case and the interests of the policyholders,
certificateholders, creditors, or the public may require"; (b)
the Insurance Commissioner was "directed to take possession of
the assets, contracts and rights of action of RIC, of whatever
nature and wherever located, whether held directly or
indirectly"; and (c) all persons and entities in possession of
assets of RIC are obligated to account for such assets and are
restrained and enjoined from disposing of, encumbering or
alienating such assets.

Jeffrey B. Rotwitt, Esq., at Obermayer, Rebmann, Maxwell &
Hippel, tells Judge Gonzalez that RIC's rehabilitation
proceeding is an enormous, complicated undertaking, directly
implicating the interests of the public and RIC's numerous
policyholders. There are approximately 75,000 current RIC
policyholders, and approximately 200,000 pending and reported
policyholder claims with an exposure of approximately $8.7
billion.

                 These Bankruptcy Cases are a Sham

The Commissioner asserts that RGH is not a viable economic
entity without RIC.  RGH, Mr. Rotwitt points out, currently has
a mere two employees -- George E. Bello, President and CEO of
RGH, and his secretary.  RGH's principal business is its
indirect ownership of RIC.  The Debtors' principal sources of
funds consist of dividends, advances and net tax payments from
their insurance subsidiaries, including RIC, but they do not
expect to receive any dividends in the foreseeable future. The
Debtors in the past have received no income other than funds
upstreamed from RIC and the Debtors' other subsidiaries, and
have no prospective dividend stream from RIC with which to fund
a plan.  Thus, the Debtors themselves admittedly have no
business operations other than their stock ownership of RIC. Mr.
Bello acknowledged as much when he said that RGH intends to
continue to conduct its activities as a holding company.
Moreover, RGH indicates that the majority of its disbursements
for the thirty-day period following the filing of its Chapter 11
petition are for estimated fees and disbursements of
professionals to perpetuate its Chapter 11 case.

             The Tax Allocation Agreement Problem

On October 1, 1968, RIC entered into a Tax Allocation Agreement
with the predecessor of RGH, Leasco Data Processing Equipment
Corporation.  The Agreement, which has been amended from time to
time, remains in effect.  It requires RIC to make its required
federal income tax payments to RGH, which in turn makes payments
to the Internal Revenue Service for its consolidated income tax
liability. If tax refunds are due from the IRS, RGH receives the
refund and is obligated to transmit the refund to RIC.

On April 3, 2000, RGH received from the IRS a refund in the
amount of $45,651,000 for overpayments of RIC's federal income
tax.  RGH did not forward the refund to RIC.  On June 23, 2000,
RGH caused RIC to pay the sum of $50,000,000 to RGH.  The post
hoc justification given by RGH to the Insurance Department
through the Debtors' lawyers at Debevoise & Plimpton was that
the money was required for RIC's estimated tax liability for the
year 2000.  The Commissioner alleges that RGH knew or had reason
to know at the time it took the $50,000,000 distribution that
RIC would have no income tax liability for the year 2000. The
$50,000,000 was not forwarded to the IRS at the time, or
thereafter. The supposed tax liability of RIC for the year 2000
did not materialize. Instead of projected federal taxable
income, RIC suffered an enormous taxable loss. Therefore, the
$50,000,000 payment by RIC to RGH for estimated tax liability of
RIC was never paid to the IRS. RGH did not return the
$50,000,000 to RIC.

                   So What Do the Debtors Own?

According to Mr. Rotwitt, the only apparent assets in the
Debtors' estates are

       (a) assets that belong to and were upstreamed from RIC
           (i.e., the $95,651,000 - consisting of the $45,651,000
           in federal tax overpayments related to RIC and its
           operations plus the $50,000,000 upstreamed from RIC to
           RGH but never remitted to the IRS), which the
           Rehabilitator has asserted in the Commonwealth Court
           are held in either a constructive or a resulting trust
           in favor of RIC,

       (b) potential net operating losses estimated at over
           $900,000,000 derived from RIC's operations and
           belonging to RIC, the true operating entity, as a
           matter of law, and

       (c) the Debtors' stock ownership interest in RIC.

                   The Commonwealth Court Action

On the same day that RIC's board of directors consented to the
commencement of RIC's rehabilitation proceedings and the entry
of the RIC Rehabilitation Order, RGH's nearly identical Board of
Directors agreed to the settlement of securities class actions
filed against them.  The Class Action Litigations were to be
settled with a payment of $17.4 million from certain directors'
and officers' liability insurance policies having maximum
coverage of approximately $125 million under which the Debtors,
RIC and their officers and directors are covered.

On June 4, 2001, the Rehabilitator immediately commenced an
emergency action in the Commonwealth Court for injunctive relief
to preserve the Lloyds Policies for the benefit of RIC and its
policyholders.

On June 11, 2001, the Rehabilitator commenced an action against
RGH in the Commonwealth Court requesting that the Commonwealth
Court (a) declare that the $95,651,000 currently in RGH's
possession is held in constructive trust for RIC, (b) in the
alternative, declare that the $95,651,000 is held in a resulting
trust, (c) restrain and enjoin RGH from wasting, transferring,
selling, concealing, disbursing, assigning, encumbering or
otherwise disposing of the $95,651,000, plus accrued interest,
and (d) order RGH to transmit and deliver the $95,651,000, plus
accrued interest, to the Rehabilitator.

One day later, on June 12, 2001, in an obvious effort to impede
and undermine the RIC state court rehabilitation proceeding and
the Commonwealth Court Action, the Debtors filed their xhapter
11 cases.

Further evidencing RGH's efforts to circumvent the proper
jurisdiction of the Commonwealth Court, around June 29, 2001,
the Debtors filed with the United States Bankruptcy Court,
Eastern District of Pennsylvania, notices of removal of the
Commonwealth Court action and the emergency petition and motions
to the Court for the Eastern District of Pennsylvania to
transfer venue of the Commonwealth Court action and the
emergency petition to this Court.  Simultaneously, with the
filing of this motion, the Rehabilitator is filing motions to
remand the Commonwealth Court action and the emergency petition
to the Commonwealth Court-the court with exclusive jurisdiction
over such matters.  The Rehabilitator intends to oppose the
venue transfer motions.

                         The Commissioner Doesn't
                          Support The Term Sheet

The Debtors have circulated a term sheet, setting forth the
terms of a proposed debt restructuring transaction through a
pre- negotiated Chapter 11 case. The Term Sheet outlines the
treatment of claims of certain of the Debtors' creditor
constituencies, including the holders of Bank Debt, Senior Notes
and Senior Subordinated Debentures. The Bank Debt is secured by
the stock of RIC.  The Term Sheet acknowledges a $284.9 million
intercompany obligation to RIC, which it states includes $268
million in tax claims, but indicates that all intercompany
obligations between and among RGH, RFS and RIC (other than a
Services Agreement between RIC and RGH) shall be canceled. The
Rehabilitator believes that the cash in the Debtors' possession
and the value of any NOLs, presently estimated at over
$900,000,000, belong to and are assets of RIC and not the
Debtors. Therefore, the Rehabilitator does not accept the
amounts set forth in the Term Sheet, nor the Debtors'
characterization of their obligation to RIC as a claim.  The
Term Sheet provides that the Tax Allocation Agreement shall be
terminated as of the Effective Date of a plan. The Term Sheet
further provides that the Restructuring as it relates to RFS is
structured to preserve an unrestricted ability to use the
Company's net operating losses attributable to RIC in future
taxable periods.  Thus, the Debtors purport to obtain the
benefit of NOLs which admittedly are attributable and belong to
RIC. Indeed, the Term Sheet effectively seeks to utilize RIC's
assets to fund a plan (i.e., the "plan" proposed by the Debtors
hinges upon including RIC's assets in their estates).  Perhaps
most importantly, the Term Sheet acknowledges that the Insurance
Commissioner has not approved it.

             The Legal Esoterica of Insurance Insolvency

In recognition of the specialized complexities involved in
insurance and the regulation of the insurance industry,
Pennsylvania's General Assembly passed the Insurance Department
Act of 1921, which established a consolidated statutory scheme
relating to the licensing, qualification, regulation,
examination, suspension, and dissolution of insurance companies.
The General Assembly assigned to Pennsylvania's Insurance
Department the task of overseeing the management of the industry
and the responsibility of executing the insurance laws of the
Commonwealth.

Article V of the Pennsylvania Insurance Law provides the
exclusive statutory authority for the Insurance Department to
rehabilitate a financially troubled insurance company. An
Insurance Commissioner manages the Insurance Department and is
vested with authority over all entities conducting the business
of insurance within the Commonwealth.

The Commonwealth Court of Pennsylvania is the specialized
tribunal that is responsible for overseeing Pennsylvania's
comprehensive scheme for regulating troubled insurance
companies. The conferring of exclusive jurisdiction of insurer
rehabilitation or liquidation in the Commonwealth Court ensures
that state judges, having specialized knowledge in the highly
specialized field of insurance, administer those proceedings.

Pennsylvania Insurance Law provides that under certain
enumerated circumstances, the Commonwealth Court shall appoint
the Insurance Commissioner as Rehabilitator of the Pennsylvania-
domiciled insurer. The Insurance Commissioner as Rehabilitator
is charged under the Pennsylvania Insurance Law to take "such
action as [she] deems necessary or expedient to correct the
condition or conditions which constituted the grounds for the
order of the court to rehabilitate the insurer," specifically
including steps to remedy any condition of the insurer which
would be hazardous, financially, to policyholders, creditors or
the public. Thus, the Pennsylvania Insurance Law charges the
Rehabilitator with the specific responsibility to protect the
interests of policyholders.

Within Pennsylvania Insurance Law, specific provisions were
enacted to provide a comprehensive statutory scheme to govern
impaired insurer rehabilitations and liquidations.  The stated
purpose of these statutes is to protect the interests of the
insureds, creditors and the public.  The Insurance Commissioner,
whether acting as rehabilitator or liquidator, has the primary
concern of protecting the insurer's estate. Any removal of
assets from the estate or withholding of assets to which the
estate is entitled will directly and adversely affect the
likelihood that a successful rehabilitation will be achieved or
that policyholder protection will be accomplished.

                    What the Commissioner Wants

Against this backdrop, the Commissioner urges the Bankruptcy
Court:

       (a) abstain from exercising jurisdiction over the Debtors'
           Chapter 11 cases, pursuant to 11 U.S.C. Sec. 305(a),
           either by dismissing the cases or suspending all
           proceedings in the cases,

       (b) dismiss the Debtors' Chapter 11 cases under 11 U.S.C.
           Sec. 1112(b);

       (c) in the event of abstention or dismissal of the
           Debtors' Chapter 11 cases, direct that RGH turn over
           the $95,651,000, plus accrued interest, to the
           Rehabilitator, subject to further order of the
           Commonwealth Court, and

       (d) regardless of whether this Court determines to abstain
           from exercising jurisdiction over, to dismiss, or to
           suspend all proceedings in the Debtors' Chapter 11
           cases, either (i) determine that the automatic stay
           does not apply to the Commonwealth Court Action or
           (ii) grant the Rehabilitator relief from the automatic
           stay to proceed with the Commonwealth Court Action.

The Commissioner stresses that RIC's liquidity and its chance to
remain in rehabilitation rather than be placed in liquidation
are substantially at risk, and a liquidation would be harmful to
the interests of RIC's policyholders, as well as insurance
companies doing business in Pennsylvania who may be required to
contribute to any shortfall in the state's guaranty funds. Also,
Pennsylvania's statutory priority scheme (which places the
interests of policyholders above those of taxing authorities and
creditors) and important public policy interests of the
Commonwealth of Pennsylvania would be undermined solely for the
benefit of the Debtors' former officers and directors, and the
Debtors' banks and bondholders.

Under the circumstances here, where the Debtors' Chapter 11
cases will serve no rehabilitative purpose and are merely a ploy
to control RIC's assets, a federal court should defer to state
court insurance rehabilitation proceedings entrusted to the
Insurance Commissioner, supervised by the Commonwealth Court.

The commencement of the Commonwealth Court Action to recover
funds that belong to RIC was an express power granted to the
Rehabilitator under the regulatory scheme designed by the
Pennsylvania Insurance Law, free from interference by federal
statutes as mandated by the McCarran-Ferguson Act.

Thus, regardless of whether this Court determines to abstain
from exercising jurisdiction over, to dismiss, or to suspend all
proceedings in the Debtors' Chapter 11 cases, this Court should
determine that the automatic stay does not apply to the
Commonwealth Court Action. If this Court concludes that the
automatic stay applies to the Commonwealth Court Action, "cause"
exists under Sec. 362(d) of the Bankruptcy Code to modify the
automatic stay to allow the Commonwealth Court Action to
proceed.

In accordance with the McCarran-Ferguson Act, Pennsylvania
public policy requires that the Commonwealth Court determine the
Commonwealth Court Action. The Commonwealth Court is in a better
position to determine whether a constructive or resulting trust
should be imposed with respect to the $95,561,000 because such
determination necessarily involves the application of state (and
not federal) law and state judges have particular expertise in
the specialized field of insurance. (Reliance Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SACO SMARTVISION: Files CCAA Plan of Compromise and Arrangement
---------------------------------------------------------------
Saco Smartvision Inc. filed a plan of compromise and arrangement
(the Plan), on July 17, 2001, pursuant to the Companies'
Creditors Arrangement Act. Saco believes the Plan will allow the
Company to return to profitable growth and to pursue its
leadership position in the design and manufacture of large
LED video screens.

Under the terms of the Plan, Saco will carry out a private
placement of 100 million common shares at a price of $0.05 per
share for total proceeds of $5 million; provide each unsecured
creditor with a dividend in the form of a lump sum payment equal
to the lesser of the determined claim or $1,000.00; and issue
approximately 40 million common shares to unsecured creditors on
the basis of one common share for every $1.00 of remaining debt.
In addition, the Company intends to carry out a second private
placement of 60 million common shares for total proceeds of $3
million under the appropriate conditions and execute a rights
offering of up to 20 million common shares at a price of $0.05
per share for total proceeds of $1 million.

Saco expects to mail an information package containing the Plan,
the Company's 2000 Annual Report, financial statements for the
first quarter of 2001 and other materials to its creditors and
shareholders on or about July 20, 2001. The meetings of
creditors and shareholders to consider the plan are scheduled
for August 16, 2001. To be accepted, the Plan must be approved
by a majority in number as well as two-thirds of the dollar
value of the unsecured creditors. A majority of Saco's
shareholders must also approve of the private placements.

"We are optimistic about our future operations and therefore
believe creditors will derive greater benefit from this
restructuring plan than they might otherwise recover, given the
extent of the claims of the secured creditor, whose securities
encumber all of Saco's assets and undertakings," said Fred
Jalbout, Chairman, President and CEO of Saco Smartvision Inc.
"Saco remains a world leader in the design and manufacture of
large LED video screens, has recently opened up new market
segments and wishes to use this restructuring opportunity to
return to profitable growth. Within the next few days, the
Company intends to apply for the lifting of the cease trade
order against its shares."

        Year-end and First Quarter Financial Results

For the 12-month period ended November 30, 2000, revenues
totaled $51.1 million compared to $57.3 million the previous
year. The Company reported a net loss of $38.6 million or
($1.91) per share for the year compared to a net loss of $40.3
million or ($2.27) per share in fiscal 1999.

Unusual expenditures related to foreign exchange losses, the
settlement of long-term receivables, arbitration, as well as
write-downs for goodwill, leaseholds, capital assets and
deferred financing costs amounted to $16.7 million. Gross profit
before inventory write-downs amounted to $10.4 million,
representing 20.1% of sales.

For the first quarter of fiscal 2001, revenues amounted to $6.6
million compared to $10.5 million in the first quarter of fiscal
2000. The Company reported a net loss of $5.7 million or ($0.28)
per share in the quarter, compared to a net loss of $0.7 million
or ($0.05) per share in the first quarter of last year. This
decrease in revenues is due to the reluctance of customers to
finalize contracts with Saco pending the outcome of the plan of
compromise and arrangement.

                         Highlights

In fiscal 2000, the Company successfully completed more than 25
major installations and continued to make significant
technological advances, including the launch of the Company's
fully digital video processor with true 10-bit throughput giving
its screens superior colour and image processing; the
introduction of the 8 mm screen for indoor applications; and the
development of a new product for scoreboard applications.

Other highlights include:

      * launch of a fully digital video processor with true 10-
bit throughput, enabling screens to reproduce over 1 billion
colours;

      * sale of a new 30'H by 90'W, 30mm LED video display to
Ohio Stadium;

      * sale of a giant LED video display to Arlington
International Racecourse in Illinois;

      * sale of three video displays for use in auto shows to
Mercedes-Benz;

      * sale of transportable video displays to Impact Video;

      * installation of the largest LED video display in either
collegiate or professional sports at the Donald W. Reynolds
Razorback Stadium in
Fayetteville, Arkansas;

      * completion of installations for Miller Park, the new home
of the Milwaukee Brewers; Universal Studios in both Florida and
California; The Lakeland Center; the LPGA Tour and for Mandalay
Bay in Las Vegas.

"Saco is focused on strengthening its balance sheet and laying
the groundwork for a return to profitability," said Fred
Jalbout, Chairman and CEO of Saco Smartvision Inc. "We have
modified our procurement practices, reduced our inventory, moved
to US dollars to reduce our exposure to foreign currency
fluctuations and improved our ability to handle a higher volume
of sales. We are confident that the restructuring of our
financial situation will help us rebuild our order book and
reinforce customer confidence, which will further support us in
our goal of achieving 30% in gross margins."

"In fiscal 2001, we will focus on streamlining our operations
through the sale of our European subsidiary, consolidating our
efforts and reorganizing our debt load and management team. We
have recently opened up new market segments and wish to pursue
the development of superior quality screens for the sports,
entertainment and advertising markets with renewed vigour and
confidence."

Complete financial statements for fiscal 2000 and the first
quarter of fiscal 2001 will be available on the Company's Web
site, www.smartvision.com.

               About Saco Smartvision Inc.

Saco Smartvision Inc. is a pioneer in the design of giant LED
video displays. Its screens' technological advantages have made
it a world leader in the entertainment and sports industries.
The Company has sales and technical offices in Montreal and New
York.


SAFETY-KLEEN: Resolves Disputes With Caterpillar Financial
----------------------------------------------------------
Caterpillar Financial and Safety-Kleen Corp. enter into a
stipulation resolving their disputes regarding the sale or lease
of industrial equipment by Caterpillar to the Debtors. The
Debtors are to pay to Caterpillar the aggregate amount of
$13,330.50 as a cure amount, reflecting all previously unpaid
payments due through and including April 2001. Upon receipt of
this payment, Caterpillar's Motion will be deemed withdrawn with
prejudice. The Debtors agree to continue to make monthly
payments when due under each agreement until the earlier
of (i) the date on which the Debtors file a motion to reject or
terminate such agreement, or (ii) the termination of the
agreement by its own terms.

In the event that the Debtors do not make the payments as
required prior to the occurrence of an event terminating the
obligation, Caterpillar will provide written notice by facsimile
of such failure. If more than ten days elapse without the
payment, then the automatic stay is vacated as to the equipment
that is/are the subject of the agreement.

Within 60 days of entry of any order authorizing rejection of
the agreements, Caterpillar will be permitted to file or amend a
proof of claim to reflect any amounts alleged by Caterpillar to
be due under the rejected agreement(s). The Debtors reserve the
right to object to any proof of claim filed by Caterpillar.
(Safety-Kleen Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SCOVILL FASTENERS: GSC Partners Moves To Gain Control
-----------------------------------------------------
Scovill Fasteners Incorporated plans to restructure its Series
B, $100 million, 11-1/4% Senior Notes due November 30, 2007. GSC
Partners of Florham Park, NJ, has an agreement in principle with
respect to the exchange of over $90 million of the Scovill
Senior Notes it holds for a combination of common stock and
subordinated debt with no cash dividends or interest payable
until 2013, thereby permitting it to gain majority control of
the 200 year old privately-held company.

GSC Partners is a private investment firm which manages $4.4
billion of assets on behalf of pension funds, financial
institutions, foundations, university endowments and
individuals. Founded in 1994, the company is headquartered in
Florham Park, NJ with offices in New York and London.


TALON AUTOMOTIVE: Chapter 11 Case Summary & Known Noteholders
-------------------------------------------------------------
Debtor: Talon Automotive Group, Inc.
         a Michigan corporation
         aka Production Acquistion, Incorporated
         aka Production Systems International, Inc.
         aka Production Stamping, Inc.
         aka Talon Automotive Group, Inc.
         aka J R Acquisition, Incorporated
         aka J & R Manufacturing, Incorporated
         aka Hawthorne Metal Products Company
         aka Talon Automotive Group
             - Hawthorne Metal Products Company
         aka Hawthorne Metal Products Company
             - Talon Automotive Group
         aka Talon Automotive Group
             - Metal Stamping Division
         aka Talon Automotive Group L.L.C.
         aka TAG L.L.C.
         aka Veltri Holdings USA, Incorporated

         900 Wilshire Drive
         Suite 203
         Troy, MI 48084

Chapter 11 Petition Date: June 29, 2001

Court: Eastern District of Michigan (Detroit)

Bankruptcy Case No.: 01-52629

Judge: Steven W. Rhodes

Debtor's Counsel: Joseph M. Fischer, Esq.
                   Carson Fischer, PLC
                   300 E. Maple Road, 3rd Floor
                   Birmingham, MI 48009
                   248-644-4840

                         and

                   Patrick D. Daugherty, Esq.
                   Foley & Lardner
                   150 W. Jefferson Ave., Suite 1000
                   Detroit, Michigan, 48226-4416

Counsel to
the Noteholders:  Robert Jay Moore, Esq.
                   Fred Neufeld, Esq.
                   Milbank, Tweed, Hadley & McCloy LLP
                   601 S. Figueroa St., 30th Floor
                   Los Angeles, CA 90017

      Known Non-Insider Noteholders              Principal Owed
      -----------------------------              --------------
      FRANKLIN AGE HIGH INCOME FUND                $20,850,000
      FRANKLIN UNIVERSAL TRUST                       2,250,000
      FRANKLIN TEMPLETON HIGH YIELD FUND             5,200,000
      FRANKLIN STRATEGIC INCOME FUND                   800,000
      AEGON USA INVESTMENT MANAGEMENT INC.           7,000,000
      SUNAMERICA INC. / AIG                         24,460,000
      GRANDVIEW CAPITAL MANAGEMENT LLC               4,345,000
      EATON VANCE INCOME FUND OF BOSTON,
        EATON VANCE HIGH INCOME PORTFOLIO, and
        EATON VANCE CDOI                             9,000,000
      VAN KAMPEN HIGH INCOME CORPORATE BOND FUND     7,029,000
      VAN KAMPEN HIGH YIELD FUND                     4,686,000
      VAN KAMPEN STRATEGIC INCOME FUND                 Unknown
      VAN KAMPEN HIGH INCOME TRUST                     140,000
      VAN KAMPEN HIGH INCOME TRUST II                  110,000

      Known Insider Noteholders                  Principal Owed
      -------------------------                  --------------
      TALON FINANCE COMPANY L.L.C.                  $7,250,000
      EASTSIDE LENDING CORPORATION                   1,850,000
      AGLEY INVESTORS, L.L.C.                        1,000,000
      THE TIMMIS FAMILY FOUNDATION                   1,000,000
      TIMMIS FAMILY CHARITABLE TRUST                   300,000
      WAYNE C. INMAN LIVING TRUST U/A/D 7/1/85         200,000


TALON AUTOMOTIVE: Prepackaged Plan Looks Like It's Rolling Along
----------------------------------------------------------------
On July 11, 2001, the judge in the Chapter 11 Proceeding of
Talon Automotive Group, Inc., approved a DIP Financing facility
to provide for the Debtor's on-going working capital needs.
At that time the judge also ordered:

      - that the "initial meeting of creditors" pursuant to
Section 341 of the Bankruptcy Code would occur at 10:00 a.m.,
Eastern time, on August 3, 2001;

      - that the final time and date by which pre-petition
creditors must file their proofs of claim in the Chapter 11
Proceeding, otherwise known as the "bar date," would be 4:00
p.m., Eastern time, on August 20, 2001; and

      - that, in addition to giving notice to known creditors by
mail, the Company would give notice of certain key dates and
events in the Chapter 11 Proceeding to the beneficial holders of
the approximately $25,310,670 aggregate principal amount of
Notes whose identities are presently unknown by the Company by
publishing notice in the Detroit News, the Detroit Free Press,
Crain's Detroit Business and The Wall Street Journal (national
edition).

All documents filed with the court are available for inspection
at the office of the Clerk of the Bankruptcy Court, Clerk of
Court, Intake Section, United States Bankruptcy Court, 211 W.
Fort Street, 21st Floor, Detroit, Michigan 48226.

On June 29, 2001, Talon Automotive Group, Inc. ("Talon") and its
subsidiary VS Holdings, Inc. ("VS Holdings") filed voluntary
petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court,
Eastern District of Michigan, Southern Division, as anticipated
by the previously reported Lockup Agreement referred to below.
Talon's case is No. 01-52629-R while VS Holding's case is No.
01-52631-R. These cases (collectively, the "Chapter 11
Proceeding") are being jointly administered but have not been
substantively consolidated. Each of Talon and VS Holdings is a
debtor in possession of its property and continues to operate
and manage its business.

Also on June 29, 2001, and as anticipated by the Lockup
Agreement, Veltri Metal Products Company, a Nova Scotia
unlimited liability company and subsidiary of Talon ("Veltri"),
filed a voluntary petition for relief under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of
Justice (the "Canadian Proceeding").

As previously reported, on June 7, 2001, Talon, VS Holdings and
Veltri (collectively, the "Company"), together with the holders
(the "Consenting Holders") of approximately 71.6% (excluding
certain "insider holders") of Talon's 9.625% Senior Subordinated
Notes Due 2008 (the "Notes"), signed a Lockup Agreement dated as
of May 30, 2001 (the "Lockup Agreement").  Subject to
satisfaction of the terms and conditions of the Lockup
Agreement, in the Lockup Agreement the Consenting Holders agreed
to support the plans of reorganization filed by the Company in
the Chapter 11 Proceeding and the Canadian Proceeding. The
Lockup Agreement facilitates an exchange of outstanding Notes
for stock in a reorganized VS Holdings, significantly reducing
the outstanding indebtedness and interest obligations of the
Company.


TELSCAPE: ATSI Acquires Houston-Based Teleport Assets For $125K
---------------------------------------------------------------
ATSI Communications Inc. (AMEX:AI) has won the bid and been
granted court approval to acquire Telscape International Inc.'s
Houston-based teleport assets, including telecommunications
equipment, accounts receivable and the related corporate
customer base, which extends into Costa Rica, El Salvador,
Nicaragua, Panama and Venezuela, for a total purchase price of
approximately $125,000 (consisting of cash, services rendered on
behalf of the Telscape estate, and the assumption of a $4,000
liability).

The assets are being sold as part of a court-supervised sale in
the bankruptcy proceedings of Telscape. The Houston operation is
expected to contribute approximately $2 million in annual
revenues to the Company, doubling current revenue levels
generated from ATSI's Central American operations. ATSI expects
to close the transaction within 30 days.

ATSI anticipates a smooth integration process and near-term
positive impact to the company's financial results, with minimal
cost and overhead associated with folding Telscape's customer
base into ATSI's existing business. The customer base consists
of private line voice and data services that are core to ATSI's
business in Central America. Telscape's customer traffic will be
shifted onto ATSI's existing satellite spectrum, allowing ATSI
to eliminate certain network costs. ATSI expects this new
business to be accretive to its earnings results, and by
transferring the new customers to ATSI's existing network, the
acquired telecommunications equipment can be re-deployed to
reduce planned capital expenditures.

Arthur L. Smith, ATSI's Chairman and CEO, stated, "This
acquisition represents a dynamic, strategic fit for ATSI, and we
are taking aggressive steps that should allow us to realize an
immediate impact from the combined synergies. Additionally,
structuring the transaction as an asset sale allows us to
eliminate the associated liabilities that challenged Telscape.
It is unfortunate that many of our peer companies have failed
during the shake up of our sector. On the other hand, these
failures create opportunities. We will continue to explore
opportunities to secure assets that are core to our strategy,
make financial sense, and allow us to eliminate potential
competitors. Our future looks strong, and every member of the
ATSI team appreciates the support of our shareholders and their
confidence that ATSI will continue to emerge as a premier
telecommunications provider serving the Latin American and U.S.
corridor."

                    About ATSI Communications

ATSI Communications Inc. is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. The Company's
borderless strategy includes the deployment of a "next
generation" network for more efficient and cost-effective
service offerings of domestic and international voice, data
and Internet. ATSI has clear advantages over the competition
through its corporate framework consisting of unique licenses,
interconnection and service agreements, network footprint, and
extensive retail distribution. ATSI's Internet software
subsidiary, GlobalSCAPE Inc. (WWW.GLOBALSCAPE.COM), is
recognized as a leader in the development, marketing and support
of award-winning content and file management solutions and
collaborative peer-to-peer technologies.

Telscape International Inc. is a U.S.-based, integrated
communications provider. The Company supplies voice, video, data
and Internet services to the Hispanic community in the United
States and in Latin America. Telscape announced on April 27,
2001 that it filed for Chapter 11 bankruptcy protection.


THOMASTON MILLS: Bankruptcy Auction Set For July 26
---------------------------------------------------
On July 13, 2001, the United States Bankruptcy Court for the
Middle District of Georgia, Macon Division, entered an order
approving the auction procedures pursuant to which Thomaston
Mills, Inc., shall hold and conduct an auction for the purchase
of substantially all the assets of Thomaston Mills, including
buildings, inventory, machinery and equipment and other
property. As set forth in the separate motion filed by Thomaston
Mills to approve the sale of Assets, the Assets are to be sold
free and clear of all liens, claims, and encumbrances, and the
sale may include the assumption and assignment of the Debtor's
executory contracts and unexpired leases.

The Auction: Pursuant to the Auction Procedures, Thomaston Mills
will conduct an auction for the Assets beginning on July 26,
2001 at 10:00 a.m. at the offices of Jones, Day, Reavis & Pogue,
3500 SunTrust Plaza, 303 Peachtree Street, N.E., Atlanta,
Georgia 30308-3242.

All parties that may be interested in submitting a bid for the
Assets and attending the Auction must read carefully the Auction
Procedures and comply with the terms thereof.  A copy of the
Auction Procedures may be obtained by making a written request
to the counsel for Thomaston Mills identified below.  All offers
are subject to approval of the Bankruptcy Court.

On July 30, 2001 at 3:45 p.m., (or such other adjourned time)
the Bankruptcy court will convene a hearing to approve the sale
of the Assets if a Winning Bidder (as defined in the Auction
Procedures) emerges at the Auction.

Any one seeking to object to the Auction or the proposed sale of
the Assets must comply with the terms for making such objection
as set forth in the Bankruptcy Court's order approving the
Auction Procedures.  A copy of the order governing such request
to the counsel for  Thomaston Mills identified below.  If any
party fails to timely file and serve an objection in accordance
with the approved procedures, the Bankruptcy Court may disregard
such objection.  This notice is qualified in its entirety by the
Auction Procedures approved by the Bankruptcy Court.

                       JONES, DAY, REAVIS & POGUE
                          By:  Brad A. Baldwin
                       3500 SunTrust Plaza
                       303 Peachtree Street
                       Atlanta, Georgia 30308
                       Phone:  (404) 521-3939
                       Attorneys for Debtor Thomaston Mills, Inc.


USG CORPORATION: Judge Randall Newsome Now Presiding Over Cases
---------------------------------------------------------------
Chief Judge Robinson reassigned USG Corporation's chapter 11
cases to visiting Judge Randall J Newsome from the Northern
District of California. Judge Newsome has served as a bankruptcy
judge, sitting in Oakland, since May, 1988. Prior to that
appointment, Judge Newsome was the bankruptcy judge in the
Southern District of Ohio from October 1982, in Cincinnatti.
Judge Newsome became president of the National Conference of
Bankruptcy Judges in October of 1988. (USG Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VANGUARD AIRLINES: J. F. Shea Discloses 33.11% Equity Stake
-----------------------------------------------------------
J. F. Shea Company Inc., beneficially owns 19,358,939 shares of
the common stock of Vanguard Airlines Inc., representing 33.11%
of the outstanding common stock of the Airline. The Shea Company
exercises sole power to vote or dispose of the 19,358,939
shares.

Edmund H. Shea, Jr., Vice President and Director of J. F. Shea
Company, Inc., holds sole voting and dispositive power over
5,000 of the common stock shares and shares voting and
dispositive powers over the remainder of the stock with the Shea
Company. His holdings represent 33.14% of the outstanding common
stock of the Airline.

John F. Shea, President and Director of the J. F. Shea Company,
Inc., Peter O. Shea, Vice President and Director, and James G.
Shontere, Secretary/Treasurer, hold shared voting and
dispositive powers over the aggregate number of shares held
(19,358,939).

J. F. Shea Company, Inc. is a Nevada corporation whose principal
business is construction, land development and venture capital
investment. In accordance with a Purchase Agreement, dated June
21, 2001, between Vanguard Airlines, the Shea Company and other
parties, the Airline issued, on July 12, 2001, 25,000,000 shares
of common stock at a purchase price of $0.20 per share. The
Purchase Areement provides for payment for such shares by cash
or cancellation of debt.

Pursuant to NASD Rule 4350(i)(1)(D), the Airline was required to
seek shareholder approval of this issuance but sought an
exemption because it was in immediate need of financing and
would have been unable to  afford the time and expense of
seeking shareholder approval. MASDAQ granted the exemption,
conditioned upon Vanguard giving its shareholders at least ten-
days notice prior to closing the Purchase Agreement. The ten-day
period ended July 9, 2001.

In light of Vanguard's immediate need of financing, the Airline
and JFSCI orally agreed that 1) JFSCI would lend Vanguard the
$500,000 purchase price of the 2,500,000 shares to be purchased
by JFSCI pursuant to the Purchase Agreement; 2) the Airline
would issue JFSCI a promissory note for the loan; 3) Vanguard
would issue the 2,500,000 shares to JFSCI in exchange for
JFSCI's cancellation of the loan; and 4) the Airline would issue
13,125 shares to JFSCI in exchange for JFSCI's cancellation of
the $2,625 interest earned on the loan. The loan was funded from
JFSCI's working capital on June 21, 2001, and the Airline issued
to JFSCI a promissory note payable on demand but in no event
later than July 15, 2001.


VLASIC FOODS: Lincoln Graphics Resigns From Creditors' Committee
----------------------------------------------------------------
Lincoln Graphics, a division of Schawk, resigned from the
Official Committee for Unsecured Creditors in Vlasic Foods
International, Inc.'s chapter 11 cases, and was replaced by
Multi-Craft Contractors, Inc.

The current members of the Committee are:

            Bank of New York, as Trustee
            Attn: Jack Stevenson
            101 Barclay Street, 21W
            New York, New York 10286
            Tele: (212) 815-5086
            Fax: (212) 815-5915

            Abe Siemens
            47 Princeton Drive
            Rancho Mirage, California 92270
            Tele: (760) 324-5087
            Fax: (760) 324-4448

            Connecticut General Life Insurance Company
            c/o Times Square Capital Management, Inc.
            Attn: Noah Matthew Postyn
            4 Times Square, 25th Floor
            New York, New York 10036-9998
            Tele: (917) 342-7954
            Fax: (917) 342-7901

            Equitable Life Assurance Society of the United States
            c/o Alliance Capital
            Attn: Katalin E. Kutasi
            1345 Avenue of the Americas
            New York, New York 10105
            Tele: (212) 969-1590
            Fax: (212) 969-6820

            Gramercy Growth Fund, LP
            Attn: Nicholas W. Walsh
            3 Sheridan Square, Suite# 11E
            New York, New York 10014
            Tele: (646) 336-5740
            Fax: (212) 255-6624

            Detroit Edison
            Attn: Sonja L. Mitchell
            26801 Northwestern Highway
            Southfield, Michigan 48034
            Tele: (248) 223-2171
            Fax: (248) 223-2170

            Multi-Craft Contractors, Inc.,
            Attn: Hex Bisbee
            2300 Lowell Road, Springdale
            Arkansas 727164
            Tele: (501) 751-4330
            Fax: (501) 751-4399

Joseph J. McMahon, Jr., Esq., is the Staff Attorney for the
United States Trustee assigned to the Debtors' cases. (Vlasic
Foods Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WARNACO GROUP: Rejecting 90 Park Avenue Lease Agreement
-------------------------------------------------------
The Warnaco Group, Inc. seeks to reject its lease of
approximately 36,825 square feet of space, which is the entire
rentable area on the second floor of 90 Park Avenue in New York
City.

Under the lease with 90 Park Property, the Debtors are currently
required to pay over $150,000 per month for the second floor.
The rent is scheduled to increase on June 1, 2002. The lease
expires on April 30, 2004.

Elizabeth R. McColm, Esq., at Sidley Austin Brown & Wood,
relates that the second floor is surplus space for the Debtors.
Prior to the Petition Date, Ms. McColm notes, Warnaco already
removed all of its personnel and property from the second floor,
except for some telephone and computer network equipment. The
Debtors expect to remove the remaining equipment by the end of
July. This is why the Debtors want to reject the lease agreement
effective July 31, 2001, Ms. McColm explains.

Ms. McColm says the Debtors already junked the idea of assuming
and assigning the lease at an amount in excess of the lease
rentals. The Debtors tried but failed to find a subtenant, who
was willing to pay rent of more than $150,000 per month for the
leased space. The only offer the Debtors received was $30,000
lesser than the monthly rental. The Debtors doubt if they will
get any higher offer. That is why, Ms. McColm explains, the
Debtors decided to reject the lease. Maintaining the lease for a
non-productive space will only drain the Debtors of their much-
needed funds, Ms. McColm notes. (Warnaco Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)



WHEELING-PITTSBURGH: Hires Rothschild As Investment Banker
----------------------------------------------------------
Pittsburgh Canfield and the related Debtors ask Judge Bodoh to
authorize and approve the employment of Rothschild, Inc., as
investment bankers and financial advisors for the Debtors,
retroactively effective to June 7, 2001.  The Debtors remind
Judge Bodoh that he has previously authorized them to employ
PricewaterhouseCoopers Securities LLP as their financial
advisors and investment bankers and approved the employment of
PricewaterhouseCoopers LLP as their certified public accountants
and advisors.  The terms of the Debtors' retention agreement
with PwC Securities provided for a monthly fee of $150,000, plus
a transaction fee to be calculated upon the completion of PwC
Securities' engagement.  In addition, PwC Securities and PwC LLP
agreed that certain of the compensation payable to PwC
Securities would cover time spent by certain employees of PwC
LLP who were assisting with financial modeling and the
investigation of operational restructuring alternatives for the
Debtors.

The Debtors advise Judge Bodoh they have decided to discontinue
the engagement of PwC Securities and are terminating the PwC
Securities retention agreement in accord with its terms.  The
Debtors expect to enter into a revised retention arrangement
with PwC LLP to cover compensation for services provided by PwC
LLP, including compensation for PwC LLP personnel who formerly
were covered by the PwC Securities compensation.

The Debtors tell Judge Bodoh they initiated a search for a
replacement provider of financial advisory and investment
banking services, and reviewed numerous proposals in that
connection.  As a result of their search, the Debtors have
determined that Rothschild is the firm that is best qualified to
provide the financial advisory and investment banking service
necessary for the successful administration of the Debtors'
estates and resolution of these chapter 11 cases.

By this Application, the Debtors therefore seek to employ and
retain Rothschild under the Bankruptcy Code as their financial
advisors and investment bankers during these chapter 11 cases,
effective as of June 7, 2001.  If the Court grants the
application, Rothschild will provide such specific services for
the Debtors as Rothschild and the Debtors deem appropriate and
feasible in order to advise the Debtors in the course of these
proceedings, including:

        (a) identifying and/or initiating potential transactions
involving the Debtors.  A "transaction", for these purposes,
means collectively (i) any transaction or series of transactions
that effects or proposes to effect material amendments to or
other material changes in any of the Debtor's outstanding
indebtedness, including, without limitation, under a plan of
reorganization under the Bankruptcy Code; (ii) (x)any merger,
consolidation, reorganization, recapitalization, financing,
refinancing, business combination, or other transaction under
which the Debtors (or control thereof) is acquired by, or
combined with, any person, group of persons, partnership,
corporation or other entity, or (y) any acquisition, directly or
indirectly, by an acquirer (or by one or more persons acting
together with an acquirer under a written agreement or
otherwise), whether in a single transaction, multiple
transactions or a series of transactions, of, other than in the
ordinary course of business, any material portion of the assets
or operations of the Debtors, or any outstanding or newly-
issued shares of the Debtors' capital stock or any securities
convertible into, or options, warrants or other rights to
acquire such capita stock or other equity securities of the
Debtor; (iii) any new issuance of securities by the Debtors or
any of their direct or indirect subsidiaries; (iv) any
restructuring, reorganization or similar transaction, whether or
not under a plan, or (v) any transaction similar to any of the
foregoing.

        (b) reviewing and analyzing the Debtors' assets and the
Debtors' operating and financial strategies;

        (c) reviewing and analyzing the business plans and
financial projections prepared by the Debtors;

        (d) evaluating the Debtors' debt capacity in light of
projected cash flows and assisting in the determination of an
appropriate capital structure for the Debtors;

        (e) assisting the Debtors and their other professionals
in reviewing the terms of any proposed transaction, in
responding thereto and, if directed, in evaluating alternative
proposals for a transaction;

        (f) determining a range of values for the Debtors and any
securities offered by the Debtors in connection with a
transaction;

        (g) advising the Debtors on the risks and benefits of a
transaction with respect to the Debtors' intermediate and long-
term business prospects and strategic alternatives to maximize
the business enterprise value of the Debtors;

        (h) reviewing and analyzing any proposals the Debtors
receive from third parties in connection with a transaction;

        (i) assisting or participating in negotiations with the
parties in interest in these Chapter 11 cases;

        (j) advising and attending meetings of such third parties
and the Official Committees;

        (k) participating in hearings before this Court and
provide relevant testimony with respect to the foregoing; and

        (m) rendering such other financial advisory and
investment banking services as may be mutually agreed upon by
the Debtors and Rothschild.

                Monthly Advisory & Completion Fees

The Debtors propose to pay Rothschild a cash fee of $200,000 per
month for the first three months, commencing June 7, 2001, and
$175,000 per month thereafter during the term of Rothschild's
engagement.  Upon the incurrence by the Debtors of $600,000 of
monthly fees, 100% of subsequent monthly fees will be credited
toward the Completion Fee; provided, that such credit shall not
exceed the Completion Fee.

The Debtors will pay a Completion Fee of $4,500,000 upon the
earlier of (i) the confirmation and effectiveness of a plan of
reorganization, or (ii) the substantial consummation of a
transaction.

To the extent that the Debtors request Rothschild to perform
additional services not contemplated by the descriptions set
forth above, the Debtors will pay Rothschild such fees as may be
mutually agreed upon by the Debtors and Rothschild, in writing,
in advance, subject to further court approval as required.

As a result of the termination of the Debtors' engagement of PwC
Securities, the monthly payments to PwC Securities will stop and
the Debtors do not anticipate that any transaction-based fee
will be owed to PwC Securities.  The Debtors anticipate that a
new arrangement will be entered into with PwC LLP which will
specify an hourly rate for the services of all PwC LLP employees
going forward.  The Debtors anticipate that as part of that
revised arrangement PwC LLP will reserve the right to seek some
form of transaction-related compensation at the conclusion of
these cases.  The terms of any such revised arrangement with PwC
LLP will be presented to this Court for its approval and
authorization.

Although Rothschild's fees are not based on hours worked,
Rothschild's practice is to keep contemporaneous records of the
time spent in connection with the representation of chapter 11
debtors such as Pittsburgh.  Rothschild does not segregate time
spent on each matter on the basis of "project categories", as
contemplated by the local rules of practice and procedure in
effect for the Northern District of Ohio. The Debtors submit
that given the nature of the fee arrangements, Rothschild's
normal practices are sufficient to account for time worked, and
ask that Rothschild be exempted from any requirement to so
segregate their time.

Rothschild assures Judge Bodoh it has received no compensation
for this engagement, and is not owed any payments for
prepetition services rendered to the Debtors.

The Debtors and Rothschild have agreed that any and all claims
or disputes relating to the retention letter shall be brought
in, and have submitted in advance to the jurisdiction of, any of
(i) any state or federal court of competent jurisdiction in the
State of New York, and (ii) this court or any court having
appellate jurisdiction over this court.

The Debtors have further agreed to indemnify and hold harmless
Rothschild and its affiliates, counsel and other professional
advisors, and the respective directors, officers, controlling
persons, agents and employees of each of the foregoing from and
against any losses, claims or proceedings, including without
limitation stockholder actions, damages, judgments, assessments,
investigation costs, settlement costs, fines,, penalties,
arbitration awards, and any to her liabilities, costs, fees and
expenses (a) directly or indirectly related to or arising out of
(i) oral or written information provided by the Debtor, the
Debtor's employees or other agents, which either the Debtor or
an indemnified party provides to any person or entity, or (ii)
any other action or failure to act by the Debtor the Debtor's
employees or other agents or any indemnified party at the
Debtor's request or with the Debtor's consent, in each case in
connection with, arising out of, based upon, or in any way
related to this engagement, the retention of and services
provided by Rothschild under the engagement, or any transaction;
or (b) otherwise directly or indirectly in connection with,
arising out of, based upon, or in any related to the engagement
of Rothschild or any transaction or conduct in connection
therewith; provided, that the Debtor will not be required to
indemnify any indemnified party for such losses if it is finally
judicially determined by a court of competent jurisdiction that
such losses arose primarily because of the gross negligence,
willful misconduct or fraud of such indemnified party.  The
Debtors must further reimburse any indemnified party promptly
after obtaining the necessary approval of the Bankruptcy Court,
if any, for any legal or other fees, disbursements or expenses
as they are incurred (a) investigating, preparing or pursuing
any action or other proceeding (whether formal or informal) or
threat thereof, whether or not in connection with pending or
threatened litigation or arbitration and whether or not any
indemnified party is a party, and (b) in connection with
enforcing such indemnified party's rights under this agreement;
provided, however, that in the event it is finally judicially
determined by a court of competent jurisdiction that the losses
of such indemnified party arose primarily because of the gross
negligence, willful misconduct or fraud of the indemnified
party, such indemnified party will promptly remit to the Debtor
any amounts reimbursed under this provision. Todd R. Snyder,
Managing Director of Rothschild, advises Judge Bodoh that
Rothschild has provided and likely will continue to provide
services unrelated to the Debtors' cases for certain interested
parties.  However, he assures Judge Bodoh that, to the best of
his knowledge, no services have been provided to these creditors
or other parties in interest which could impact their rights in
the Debtors' cases.  Rothschild has not represented any
creditors or equity security holders in matters unrelated to
these bankruptcy cases.

Mr. Snyder further advises that Rothschild, through the equity
owners of its parent company, Rothschild North America, Inc.,
has indirect affiliate relationships with numerous financial
advisory and investment banking institutions located worldwide.
However, none of these affiliated entities are being retained in
connection with this engagement, and none of the professionals
or employees of the affiliated entities will provide services to
the Debtors in connection with this engagement.  None of the
professionals or employees of Rothschild has discussed, or will
discuss, the Debtors' cases with any professional or employee of
the affiliated entities. Thus, there has not been and will not
be any flow of information between Rothschild and the affiliated
entities with respect to any matter pertaining to the Debtors or
these Chapter 11 cases.  However, Rothschild can make no
representation as to the disinterestedness of the professionals
or employees of the affiliated entities in respect of these
Chapter 11 cases.

Specifically, Mr. Snyder discloses that Rothschild retains
professionals at Debevoise & Plimpton, the Debtors' counsel,
from time to time to provide bankruptcy law advice, and retains
PwC in an audit capacity.  Rothschild currently advises a
company in a matter unrelated to the Debtor whose equity
investors include a related entity to Donaldson, Lufkin &
Jenrette Securities Corporation through DLJ merchant Banking
partners II, LP, DLJ First ESC, LP, and DLJ ESC II, LP.  In
addition, a joint venture of Rothschild's, ABN AMRO Rothschild,
co-managed the underwriting of a convertible security for Heller
Financial, Inc., in an unrelated matter.  Rothschild, through
its joint venture ABN AMRO Rothschild, has a relationship with
the successor company (ABN AMRO Bank NV) to ING Barings; in its
role as investment banker to the Debtors, however, Rothschild
has no involvement or interaction with AAR, which is related to
ING Baring (U.S.) Capital Corporation, a lender to the Debtors.
Rothschild has, in the past, done work for an affiliate of TCW
Leveraged Income Trust, LP, another lender to the Debtors.
Rothschild has previously worked with each of PNC Bank, NA,
Comerica Bank and Chase Manhattan Bank in its role as a member
of a bank group in a matter unrelated to the Debtors.

         The Official Committee of Trade Creditors Objects

The Official Committee of Unsecured Trade Creditors, acting
through Michael A. Gallo of the Youngtown firm of Nadler, Nadler
& Burman Co., LPA, objects to the Debtors' application to employ
Rothschild, principally because the Debtors seek pre-approval
through this application of the completion fee of $4,500,000.
The Trade Committee insists that any completion fee be subject
to review by the Court, after notice to all interested parties,
and only at the conclusion of the case taking into account,
among other things, distribution to unsecured creditors, the
results achieved, and the contribution of the respective
professionals and the amount of fees earned by each professional
in the course of the engagement.  Furthermore, the commencement
of the date for payment to Rothschild should be coterminous with
the last date on which services are provided by PwC Securities.
Further, if Rothschild contemplates services in addition to
those described specifically in the application, separate
approval must be obtained.

                   The U. S. Trustee Objects Too

Donald M. Robiner, the United States Trustee for Ohio/Michigan
Region 9, also objects.  He says that the Debtors have not shown
that the compensation structure is reasonable and will not
injure the estate. Further, under the terms of retention, the
Debtors are obligated to provide a "blanket" indemnification for
Rothschild and its professionals.  Finally, the Debtors do not
show that the compensation to be paid to Rothschild will not
overlap or duplicate fees currently being paid to PwC
Securities.

                      Judge Bodoh Rules

The United States Trustee and the attorneys for the Official
Committee appear before Judge Bodoh for the purpose of
announcing that their objections have been resolved and are
withdrawn, except for the objection by the United States Trustee
to the indemnification provisions.  Judge Bodoh therefore hears
arguments on this single issue, and rules that the Application
is granted with modifications. Judge Bodoh orders that any
compensation in connection with this engagement will be subject
to his review and scrutiny, and that nothing in his Order
approving this employment should be considered as any pre-
approval of any amount of fees.  Judge Bodoh specifically
preserves the rights of the various parties in this case to
object to the reasonableness of any fees claimed by Rothschild,
including any success fee.

Judge Bodoh also revises the jurisdiction provision to state
that any disputes will be laid before him, and only if he has no
jurisdiction may the parties resort to the state or federal
courts of the State of New York.

Agreeing with the Official Committee's objection, Judge Bodoh
orders that in the event Rothschild proposes to perform services
in addition to those itemized in the application, the Debtors
must first apply to him for his approval to perform such
services, and for approval of any compensation to be paid for
such additional services.

Judge Bodoh grants Rothschild authority to provide a "summary in
reasonable detail" of the approximate time spent by
professionals on each task in lieu of time records segregated by
project category. (Wheeling-Pittsburgh Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WINSTAR COMMUNICATIONS: Retains Grant Thornton As Auditors
----------------------------------------------------------
Winstar Communications, Inc. seeks the Court's authority to
retain and employ Grant Thornton as independent auditors and
consultants effective as of May 25, 2001.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, relates that Grant presently serves as the
Debtors' auditor.  Grant also provides related accounting
services to the Debtors.  The professional relationship between
the Debtors and Grant started in 1994.  Over the years, Grant
has become familiar with the Debtors' business and financial
affairs.

Aside from the auditing services, Mr. Cleary says, the Debtors
need Grant's assistance in completing their schedules of assets
and liabilities, and statements of financial affairs to be filed
in these cases.  "This is a monumental task," Mr. Cleary
comments.  The Debtors need to compile detailed information on
over 30 separate corporate entities.  The Debtors' own financial
and accounting personnel can't do this job by themselves since
they also very busy with the Chapter 11 proceedings, Mr. Cleary
adds.  The Debtors' motion must be granted because Grant's
assistance is badly needed in the completion of this task that
is critical to their reorganization, Mr. Cleary emphasizes.

Grant will be required to render non-exclusive professional
auditing services:

     (a) Performing the audit of the Debtors' annual financial
statements to be included in the Debtor's annual report on Form
10-K for the year ending December 31, 2000.  Such audits and
related procedures had begun in November 2000 and were in
progress at the time of the Debtors' petition.

     (b) Performing quarterly reviews and related procedures of
the Debtors' financial statement to be included in the Debtors'
quarterly reports on Form 10-Q.

     (c) Providing supplemental assistance in the preparation of
the Debtors' monthly statements of assets and liabilities and
operating results.

     (d) Providing supplemental assistance with respect to
Federal, foreign and local income, sales and franchise tax
matters.

     (e) Performing the annual audit of the financial statements
of the Debtors' 401(k) Plan for the year ending December 31,
2000.

     (f) Providing supplemental assistance to the Debtors'
internal audit department.

Mr. Cleary assures the Court that Grant will be coordinating
with the Debtors to ensure that there will be no duplication of
services with PricewaterhouseCoopers, the accountants retained
by the Debtors in these cases.

Prior to Petition Date, Mr. Cleary discloses, the Debtors paid
Grant a total of $4,902,980 for pre-petition services rendered
and expenses incurred.  Though the Debtors still owe Grant
$232,000 for pre-petition services, Mr. Cleary notes, the firm
agreed to waive this claim.

Gary M. Goldman, a partner of Grant Thornton LLP, says they
intend to apply for allowance of compensation and reimbursement
of expenses before the Court.  And subject to the Court's
approval, Grant will charge the Debtors' its customary hourly
rates.

Grant's current hourly rates range from:

    Partners                              - $400 to $550 per hour
    Directors/Senior Manager/Managers     - $350 to $430 per hour
    Senior Staff/Associates/Support Staff - $100 to $275 per hour

Mr. Goldman assures Judge Farnan that the firm does not hold or
represent any interest adverse to the Debtors or their estates
in respect of the matters for which Grant is to be employed.
Mr. Goldman admits that Grant, its partners, and associates may
have in the past performed services for, or is currently
performing services for, and may in the future perform services
for other entities that are claimants or equity security holders
of the Debtors in matters totally unrelated to the Debtors'
Chapter 11 cases.

Mr. Goldman discloses that Grant ran a "conflict check" to
determine its relationships with the Debtors' 20 largest
unsecured creditors, certain other creditors of the Debtors, and
those entities holding 5% or more of the preferred and common
stock of the Debtor.  No relationships have been discovered yet,
Mr. Goldman notes.  In case potential conflicts are discovered,
Mr. Goldman promises to file a supplemental affidavit
immediately and will promptly notify the United States' Trustee.
(Winstar Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDWIDE XCEED: eSynergies Acquires Assets
-------------------------------------------
eSynergies (OTC Bulletin Board: ESYG), a provider of fully
integrated e-Business Solutions, has acquired the operating
assets of Worldwide Xceed Group, a multidisciplinary e-services
company providing Web business strategy, e-commerce solutions,
and interactive sales and marketing networks.

Worldwide Xceed Group, formerly traded under (Nasdaq: XCED),
filed a voluntary Chapter 11 bankruptcy on April 30, 2001. Prior
to its reorganization in the fall of 2000, and while operating
certain businesses not acquired herein, Xceed had attained
annual revenues of $108 million, employed approximately 600, had
11 offices and a market capitalization of over $1 billion.

Under the order of the United States Bankruptcy Court for the
Northern District of Illinois, eSynergies has acquired the
current operating assets of Worldwide Xceed Group. The
acquisition is made free and clear of all liens, claims and
encumbrances (except certain liabilities referred to below),
authorizes the assumption and assignment of executory contracts,
unexpired leases, approximately $4,000,000 in billed and
unbilled receivables, up to 118 employees and substantially all
personal property and intangible assets. eSynergies will assume
a term loan of approximately $3,000,000 collateralized by
receivables listed in the asset purchase agreement. Customer
contracts include, Hilton Hotels, CBS Entertainment, Herman
Miller, Castrol, British Telecommunications, MTV Networks
Europe, Universal Studios, InnMedia, USA Films, Marcel Dekker,
Turner Network Television and others.

The new subsidiary, eSynergies Xceed, provides strategic
consulting, creative design, technology integration and
intranet/extranet implementation. Xceed's full range of services
allows it to deliver end-to-end solutions, enabling companies to
capitalize on the reach and efficiency of the Internet. Internet
Week recently named Hilton's Web site, E-Business Of The Year.
Hilton tapped Xceed to oversee its site redesign. In 2000, the
number of visitors to Hilton's Web sites doubled to 30 million,
with nearly $300 million in hotel room revenue from 1 million
online bookings. Another Xceed customer, Herman Miller, also won
Internet Week's Top 100 E-Business award in the manufacturing
sector.

"eSynergies is firmly committed to the enterprise e-Business
solution. As the industry consolidates, fewer companies will be
competing for potentially larger contracts. Our new Xceed
division enables eSynergies to fulfill multi-million dollar
contracts and compete in the interactive agency, e-consulting
and e-services industries," said Dr. Ted Marr, Chief Executive
Officer of eSynergies. "The substantial equity capital that was
invested in Xceed during its growth phase built a valuable brand
that we intend to support and grow," he added.

With offices in Los Angeles, New York, Dallas, Chicago and
Atlanta, Xceed's resources will be integrated with eSynergies'
Salesmation and CommerceSwitch divisions. Salesmation's
proprietary E-Communications Management (ECM) platform enables
marketers to develop valuable customer relationships by
automating the delivery of highly individualized marketing and
advertising communications based on rich combinations of online
click stream behavior, offline demographics and legacy data. A
Web-based interface allows users to dynamically generate rich-
media emails, banners and billboards tailored to each customer's
individual interests. Both online and wireless access to real-
time customer response metrics allows users to automatically
optimize ongoing communications and objectively assess their
return on investment (ROI).

CommerceSwitch transforms customer product information into
powerful e-commerce enabled catalogs that increase domestic and
international trading partners and help customers tap the nearly
$7 trillion in B2B e-commerce expected by 2004, according to
Gartner Group. CommerceSwitch is a comprehensive solution that
enables suppliers to maximize their e-commerce results by
implementing a product content transformation, management and
exchange strategy. This includes marketing analysis, guided
selling, catalog interoperability and flexible Web user
interfaces. The product also automates the complicated and
labor-intensive task of creating e-commerce-ready product
content. CommerceSwitch also provides application hosting,
content conversion services and Internet-wide content
syndication into Ariba, CommerceOne, Vignette and Oracle powered
B2B exchanges.

Together, the combined companies will provide the complete
"eValue-Chain" required for Fortune 500 and Global 2000
companies to design, implement and maintain complex e-Business
initiatives with the goal of increasing revenues, decreasing
costs and providing more profitable business
operations.

                 About e-Synergies, Inc.

eSynergies optimizes business performance by providing fully
integrated e-Business Solutions. Through the strategic
integration of hardware, software, back-end Web technology,
front-end design, CRM systems, and e-marketing campaigns,
eSynergies enables businesses to effectively automate and manage
information flow across multiple interaction points -- including
Web properties, e-communications dialogues, and B2B exchanges.
eSynergies provides businesses with a single source of strategic
expertise and technology resources, allowing them to accelerate
time-to-market, improve responsiveness to changing conditions,
and foster better relationships with customers, partners, and
prospects. eSynergies solutions have been successfully
implemented in a wide range of industries, including,
hospitality, retail, automotive, packaged goods and publishing.
For further information on the Company, visit
http://www.esynergies.com

                 About Worldwide Xceed Group

Worldwide Xceed Group is an e-Services firm that builds e-
Businesses through a fusion of internal and external business
strategy, creative development, marketing and technology. Xceed
works with clients to develop and implement e-Business strategy
for profitable growth. Xceed has experience in developing visual
and interactive content and creating online brand campaigns that
enhance and extend its clients' relationships with their
customers. The Company's technical professionals perform system
integration and administration services for clients using
industry software products developed by such vendors as
Broadvision, ATG, Open Market and Vignette, as well as
proprietary applications. By translating strategic, creative and
business requirements into sophisticated and functional
technology platforms, Xceed is able to deliver e-commerce
platforms, customer relationship management systems, sales
automation systems, electronic markets and exchanges, Internet
and intranet portals, as well as the implementation of
enterprise middleware and integration of Internet solutions with
legacy systems.


YES CLOTHING: Raises $420,000 From Trademark Sale To Nuven
----------------------------------------------------------
On April 8, 1998, Yes Clothing Company sold the Yes(R) trademark
for $420,000 to NuVen to raise capital sufficient to settle its
outstanding senior credit facility, and, on the same date, the
Company reached a settlement agreement with Republic Factors
Corp., the senior secured creditor in connection with its
factoring agreement. On or about June 30, 1999, NuVen sold its
rights to the Yes trademarks to Yes Licensing Partners LLC, in
which an affiliated company, NewBridge owned 50%. In March 2001,
Yes Licensing Partners LLC sold the trademarks to an unrelated
third party.

At March 31, 2001, through July 12, 2001, (the date of the
Company's SEC filing) its liabilities exceeded its assets by
approximately $2.1 million. The Company currently receives
financial support from NewBridge. The future of the Company
depends on its ability to pay or otherwise settle all of its
outstanding debt and then to either acquire an existing license,
rebuild the Company's historical clothing business, or develop a
new line of business; however, there are no assurances that Yes
will be successful in these plans.

The factors discussed above raise substantial doubt about Yes'
ability to continue as a going concern. As such, the Company's
independent auditors have modified their report to include an
explanatory paragraph with respect to such uncertainty.


BOND PRICING: For the week of July 23 - 27, 2001
------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/4 '05           21 - 22(f)
Amresco 9 7/8 '05                 43 - 45(f)
Arch Communications 12 3/4 '05    10 - 12(f)
Asia Pulp & Paper 11 3/4 '05      23 - 25(f)
Chiquita 9 5/8 '04                71 - 73(f)
Friendly Ice Cream 10 1/2 '07     59 - 61
Globalstar 11 3/8 '04              4 - 5(f)
Level III 9 1/8 '04               44 - 46
PSINet 11 '09                      6 - 7(f)
Revlon 8 5/8 '08                  44 - 46
Trump AC 11 1/4 '06               66 - 68
Weirton Steel 10 3/4 '05          29 - 30
Westpoint Stevens 7 3/4 '05       34 - 36
Xerox 5 1/4 '03                   83 - 84

                            *********

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

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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.

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                      *** End of Transmission ***