TCR_Public/010730.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 30, 2001, Vol. 5, No. 147

                            Headlines

360NETWORKS INC.: Nasdaq Market Delists Shares
ADAPTIVE BROADBAND: Files Chapter 11 Petition in California
ADAPTIVE BROADBAND: Chapter 11 Case Summary
AMF BOWLING: Paying Prepetition Trust Fund Taxes
BARPOINT.COM: Requests Hearing to Review Delisting Determination

BEA CBO: Fitch Downgrades Ratings To Low-B and Junk Levels
BIO-PLEXUS: Emerges From Bankruptcy With New Financing Plan
CENTRAL EUROPEAN MEDIA: Posts First Quarter Financial Results
CHIQUITA BRANDS: Reports Second Quarter Losses, as Expected
COMDISCO INC.: Hires Goldman Sachs as M&A Advisor

CRIIMI MAE: Reports First Quarter Losses
CROWN CRAFTS: Sells Bedding Business, Refinances Short-Term Debt
EAGLE FOOD: First Quarter Sales Decreases by $26.6 Million
ECO SOIL: Retains Advisor to Start Selling Assets To Pay Debts
EDISON INTERNATIONAL: SCE Dissatisfied with FERC Refund Order

EGAMES INC.: Fleet Bank Cuts-Off Credit Facility After Default
ENVIRO-RECOVERY: Terminates Schwartz & Elects Neitzke as EVP
IBS INTERACTIVE: Careful Cash Management is the Daily Priority
FACTORY CARD: Plan Confirmation Hearing Adjourned To August 20
FDN INC.: Bankruptcy Court Discharges Both Subsidiaries

FINOVA GROUP: Summary of the Third Amended Disclosure Statement
FLORIMEX USA: Chapter 11 Case Summary & List of Creditors
FRIEDE GOLDMAN: Court Okays Rejection of 2 Petrodrill Contracts
IMPERIAL SUGAR: Toyota Moves To Compel Assumption of Leases
INTEGRATED HEALTH: Suntrust Urges Payment of Village Square Rent

INT'L UTILITY: Moody's Cuts Ratings, Changes Outlook To Negative
IRIDIUM: Creditors' Committee Sues Motorola for Billions
LAIDLAW INC.: Taps Ernst & Young As Accountants
MARINER POST-ACUTE: Asks Court to Approve IBM Credit Settlement
MEDICAL SELECT: Files For Chapter 11 in N.D. Texas

MEDICAL SELECT: Chapter 11 Case Summary
NETSPEAK: ADIR Technologies To Acquire Assets for About $48MM
NETWORK COMMERCE: Restructures $11 Mil CVI Convertible Note
NORTHSTAR CBO: Fitch Lowers Ratings To Junk
ON SEMICONDUCTOR: S&P Cuts Ratings, Revises Outlook to Negative

OUTSOURCE INTERNATIONAL: Discloses Senior Management Changes
OWENS CORNING: Brings Ernst & Young and Cap Gemini Aboard
PACIFIC GAS: Joshua Jackson Seeks Relief From Automatic Stay
PATHMARK STORES: Posts $61.4 Million Net Loss In First Quarter
RIVERWOOD HOLDING: Banks Extend New $635MM Senior Secured Loan

SUN HEALTHCARE: Exclusive Period Extended To September 7
TELENETICS CORP.: Obtains Waiver Of Debt Covenant Default
UNIFAB INTERNATIONAL: Exploring Alternatives To Repay Debts
USG CORPORATION: McMaster-Carr Seeks Reclamation of Goods
W.R. GRACE: Asks Court To Fix April 1, 2002 Claims Bar Date

WARNACO GROUP: Committee Retains Otterbourg Steindler As Counsel
WEIRTON: Says Senate Resolution Solidifies Steel Investigation
WESTPOINT STEVENS: Releases Second-Quarter Results
WORLD WIDE WIRELESS: Davis Takes Over As CEO and President
WORLD WIDE WIRELESS: Resolves Indebtedness to Andrew Corp.

BOND PRICING: For the week of July 30 - August 3, 2001

                            *********

360NETWORKS INC.: Nasdaq Market Delists Shares
----------------------------------------------
360networks announced that the company's securities were
delisted from the Nasdaq Stock Market at the opening of business
on July 27, 2001.

The decision, made jointly by 360networks and Nasdaq, follows
360networks' voluntary filings on June 28 for protection under
the Companies' Creditors Arrangement Act in Canada and its U.S.
subsidiaries under Chapter 11 of the U.S. Bankruptcy Code.

Nasdaq halted trading of 360networks' stock (TSIXQ) on June 27.
The last trading price was U.S. $0.21. 360networks' stock
continues to trade on the Toronto Stock Exchange under the TSX
trading symbol.

                     About 360networks

360networks offers optical network services to
telecommunications and data-centric organizations in North
America. The company's fiber optic network includes terrestrial
segments and undersea cables in North America and South America.

On June 28, 2001, the company and several of its operating
subsidiaries filed for protection under the Companies' Creditors
Arrangement Act (CCAA) in the Supreme Court of British Columbia.
The company's principal U.S. subsidiary, 360networks (USA) inc.
and 22 of its affiliates concurrently filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York. The company has
also instituted insolvency proceedings in Europe. For more
information about 360networks, visit http://www.360.net


ADAPTIVE BROADBAND: Files Chapter 11 Petition in California
-----------------------------------------------------------
Adaptive Broadband Corporation has filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in San Jose, Calif. The Company
currently plans to pursue an orderly wind down of its operations
and sale of its assets and business through the Chapter 11
process.

In addition, Nasdaq has informed the Company that its decision
to delist the Company's securities from the Nasdaq Stock Market,
which was effective on May 22, 2001, has been reviewed and
upheld.

The Company also announced the resignations of four of its five
directors. Dr. Daniel L. Scharre, the Company's president and
chief executive officer, remains as the Company's sole director.


ADAPTIVE BROADBAND: Chapter 11 Case Summary
-------------------------------------------
Debtor: Adaptive Broadband
         dba Adaptive Broadband, and Jones
         dba Micro Radio Communications
         1143 Borregas Ave.
         Sunnyvale, CA 94089

Chapter 11 Petition Date: July 26, 2001

Court: Northern District of California (San Jose)

Bankruptcy Case No.: 01-53685

Judge: Arthur S. Weissbrodt

Debtor's Counsel: David M. Bertenthal, Esq.
                   Pachulski, Stang, Ziehl, Young
                   3 Embarcadero #1020
                   San Francisco, CA 94111
                   415-263-7000


AMF BOWLING: Paying Prepetition Trust Fund Taxes
------------------------------------------------
Judge Tice entered an Order authorizing, but not directing, AMF
Bowling Worldwide, Inc. to pay approximately $5,500,000 of
various use, sales and other prepetition trust fund taxes owed
to U.S. Taxing Authorities and $1,000,000 owed on account of
foreign taxes that accrued prepetition, but only to the extent
that adequate funds are available under any extant debtor in
possession financing, cash collateral order or otherwise.

In addition, Judge Tice grants AMF authority to pay any amounts
owed to maintain compliance with numerous national, state and
territorial regulations, by paying any charges associated with
such compliance, whether accrued prepetition or postpetition,
and the posting of approximately $400,000 surety bonds and cash
deposits as necessary to ensure regulatory compliance. (AMF
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BARPOINT.COM: Requests Hearing to Review Delisting Determination
----------------------------------------------------------------
BarPoint.com (Nasdaq:BPNT), a leading online and wireless
product information service and applications developer, received
a Nasdaq Staff Determination notice indicating that the company
has failed to comply with the minimum bid price requirement for
continued listing on the Nasdaq SmallCap Market System and,
therefore, is subject to delisting. The notice, dated July 23,
2001, was triggered solely by the company's share price, which
has traded below $1 since early March. BarPoint.com believes it
meets all other continued listing requirements.

BarPoint.com has requested and has been granted a hearing before
a Nasdaq Qualifications Panel to consider the company's
continued listing. The hearing is scheduled to be held on August
31, 2001. BarPoint.com's common stock will continue to be traded
on the Nasdaq SmallCap Market pending a final decision by the
Nasdaq Qualifications Panel. While BarPoint.com believes there
are strong arguments for continued listing, there can be no
assurance that the Panel ultimately will rule in the company's
favor.

                     About BarPoint.com

BarPoint.com is a leading online and wireless product
information service and applications developer and a pioneer in
the use of unique product identifiers, such as the UPC barcode
number, and patent-pending "reverse-search" technology to
simplify the process of finding meaningful product information.
As a content provider, retail sales facilitator, and
applications developer, BarPoint is dedicated to helping
businesses and consumers make better buying decisions. Whether
using a handheld device to scan or by manually entering the
product's UPC or even accessing BarPoint's Web site from a
desktop computer, BarPoint.com is the most direct route to
meaningful product information, helping users make more informed
purchasing decisions -- anytime, anywhere. The Company has
previously announced strategic alliances with companies such as
AT&T Wireless (NYSE:AWE), Sprint PCS (NYSE:PCS), Verizon
Wireless (NYSE:VZ), Qwest Communications (NYSE:Q), Office Depot
(NYSE:ODP), Air2Web, GoAmerica (Nasdaq:GOAM), i3 Mobile
(Nasdaq:IIIM), Palm (Nasdaq:PALM), Motorola (NYSE:MOT), and
Symbol Technologies (NYSE:SBL) and in 1999 acquired Synergy
Solutions, now acting as BarPoint's application development
division.

BarPoint.com is located at: 2200 SW 10th Street, Deerfield
Beach, FL 33442. For information, visit the web:
HTTP://WWW.BARPOINT.COM. BarPoint.com's common stock is traded
on Nasdaq under the symbol BPNT.


BEA CBO: Fitch Downgrades Ratings To Low-B and Junk Levels
----------------------------------------------------------
Fitch downgraded the ratings of two tranches issued by BEA CBO
1998-1 Ltd./ Corp. and three tranches from BEA CBO 1998-2 Ltd./
Corp. Both BEA CBO 1998-1 Ltd./ Corp. and BEA CBO 1998-2 Ltd./
Corp. are collateralized bond obligations (CBOs) backed
predominantly by high yield bonds.

These ratings actions are being taken after reviewing the
performance of each transaction. Continuing deterioration of
credit quality and increased levels of defaults of each
portfolio have increased the credit risk of these transactions
to the point the risk no longer was consistent with the
tranche's rating. In reaching its rating actions, Fitch reviewed
the results of its cash flow model runs after running several
different stress scenarios. Also, Fitch has had several in depth
conversations with the portfolio manager regarding the two
portfolios.

The following securities have been downgraded:

      BEA CBO 1998-1 Ltd. / Corp.:

           * $26,000,000 class A-3 notes from `A-' to `BB';
           * $45,000,000 class B notes from `BB+' to `CCC'.

      BEA CBO 1998-2 Ltd. / Corp.:

           * $20,000,000 class A-3 notes from `A-' to `BB-`;
           * $22,000,000 class B-1 notes from `BBB-' to `CCC-`;
           * $8,500,000 class B-2 notes from 'B' to `C'.

All five tranches from these two transactions will be removed
from Rating Watch Negative coinciding with the downgrades.

According to the most recent BEA CBO 1998-1 Ltd./ Corp. trustee
report,$66.2 million, or approximately 19.5% of the total
collateral pool, is in default. Also, the current market values
of several of the defaulted assets are significantly lower than
historical assumed recovery rates. The class A OC test was at
106.2% versus a trigger level of 117%, and the class B OC test
was at 90.39% versus a trigger level of 104%.

The most recent BEA CBO 1998-2 Ltd./ Corp. trustee report shows
that $45.4 million, or approximately 16.9% of the total
collateral pool, is in default. Also, the current market values
of several of the defaulted assets are significantly lower than
historical average recovery rates. The class A OC test was at
105.75% versus a trigger level of 114%, and the class B OC test
was at 93.01% versus a trigger level of 104%.

Fitch will continue to monitor these two transactions. Deal
information and historical data on BEA CBO 1998-1 Ltd./ Corp.
and BEA CBO 1998-2 Ltd./ Corp. are available on Fitch's web site
at http://www.fitchratings.com


BIO-PLEXUS: Emerges From Bankruptcy With New Financing Plan
-----------------------------------------------------------
Bio-Plexus, Inc. (Pink Sheets: BPLX), a leader in the design,
manufacture and marketing of safety medical needles and related
products, has successfully emerged from protection under Chapter
11 of the United States Bankruptcy Code.

The Company has also implemented a recapitalization and
refinancing plan with Appaloosa Management LP and certain
related entities, which has resulted in, among other things:

      a) the elimination of the convertible debt held by
         Appaloosa;

      b) the elimination of $2.5 million in annual interest
         expense;

      c) the elimination of current restrictive covenants;

      d) the increase in shareholders' equity from negative $3
         million to positive $19 million, a $22 million
         turnaround; and

      e) a $3 million capital infusion to Bio-Plexus. In
         connection with the restructuring, Bio-Plexus has also
         implemented a new equity incentive plan aimed at
         retaining key employees.

John S. Metz, President and Chief Executive Officer of Bio-
Plexus, stated, "In sum, the developments have positioned Bio-
Plexus for future growth in the medical safety needle industry
and provided financial stability for the Company."

                       Highlights

The plan includes the following key components:

     * Conversion of Appaloosa Debt to Equity

       Appaloosa has converted its existing debt of approximately
       $19 million into approximately 8.5 million shares of Bio-
       Plexus common stock.

     * New Equity Investment of $3 million

       The Company also completed a $3 million private placement
       With Appaloosa through the issuance of 1.3 million shares
       of common stock. As a result of its debt conversion and
       equity infusion, Appaloosa now owns approximately 87% of
       the issued andoutstanding shares of Bio-Plexus common
       stock. In addition, Bio-Plexus has granted callable
       Warrants to Appaloosa to purchase an additional 1,314,060
       shares of common stock,  exercisable at $2.283 per share.
       Upon achieving certain performance targets, Bio-Plexus
       will be able to call for the redemption of these warrants
       at $0.01. The Company believes this will provide an
       incentive for Appaloosa to exercise early and infuse an
       additional $3 million of capital into the Company.
       Proceeds from the private placement and, if exercised, the
       Warrants, will be used for general corporate purposes.

With the balance sheet restructured and the infusion of new
equity capital, the Company is seeking to raise up to $4 million
in additional funds through traditional debt financing, lease
financing or similar transactions, to provide new working
capital as needed.

      * Reincorporation and Reverse Split

        The Company, formerly a Connecticut Corporation, has been
        reincorporated as a Delaware corporation, effective July
        19, 2001. As part of the reincorporation, holders of Bio-
        Plexus Common Stock shall receive 1 (one) share of Common
        Stock in the Delaware Bio-Plexus in exchange for 10 (ten)
        shares of Common Stock in the Connecticut Bio-Plexus. The
        total number of common shares (diluted) outstanding (post
        reverse split) stands at 11.3 million.

Mr. Metz continued, "Clearly, this has been a difficult time for
Bio-Plexus. While I am pleased to announce today's developments,
I am most proud of the fact that throughout the bankruptcy
period we have successfully met the needs of our customers and
our vendors. This is due in large part to the hard work and
dedication of our employees, who, in my opinion, are among the
best and brightest in our industry. Bio-Plexus has established
itself as a world-class provider of a comprehensive range of
medical safety needles and related products. We believe that
this new financing plan will allow us to focus our efforts on
accelerating the growth of the Company and expanding our
industry presence."

The Company also announced that on July 17, 2001, it filed its
Form 10-K (for the year ending December 31, 2000) and Form 10-Q
(for the period ending March 31, 2001) with the Securities and
Exchange Commission. The Company's delinquency in filing these
reports, due to the bankruptcy proceedings and recapitalization,
caused the Company's common stock to be delisted from the OTC
Bulletin Board. Bio-Plexus is taking the necessary additional
steps to re-list its common stock on the OTC Bulletin Board. The
Company believes this will allow its stock to begin trading in
an orderly market and allow investors easier access to Company
news and information. Bio-Plexus also plans to apply for a
listing on a national stock exchange once it meets all necessary
eligibility requirements.

The Company also announced that it has begun fulfilling customer
orders for its PUNCTUR-GUARD(R) Safety Winged Set for Blood
Collection. This commercialization follows the Company's receipt
of 510(k) approval from the Food and Drug Administration in
January 2001 and the successful clinical evaluations of the
product undertaken by Bio-Plexus since May 2001.

Mr. Metz concluded, "We are proud that our products have a
direct impact on the safety and well-being of healthcare workers
around the world. As evidenced by the recent launch of our new
Winged Set, we are continuing to leverage our PUNCTUR-
GUARD(R)technology to develop new, innovative products. These
advances complement existing agreements in place with companies
such as Johnson & Johnson (NYSE: JNJ), Fresenius Medical Care,
North America (NYSE: FMS) and Teleflex Medical, which supplies
C.R. Bard (NYSE: BCR)."

Bio-Plexus, Inc. (OTCBB: BPLX), designs, develops, manufactures
and holds U.S. and international patents on safety medical
needles and other products under the PUNCTUR-GUARD(R), DROP-
IT(R), and PUNCTUR-GUARD REVOLUTION(TM) brand names. For
independent evaluations of the PUNCTUR-GUARD(R) blood
collection needle, refer to the Centers for Disease Control
(MMWR, January 1997) and ECRI (Health Devices, June 1998 and
October 1999) studies. Accidental needlesticks are estimated to
number about one million per year in the United States and can
result in the transmission of deadly diseases including HIV and
Hepatitis B and C.


CENTRAL EUROPEAN MEDIA: Posts First Quarter Financial Results
-------------------------------------------------------------
Central European Media Enterprises Ltd. is a Bermuda
corporation. The Company's national private television stations
and networks in Slovakia and Slovenia had the leading nationwide
audience shares for 2000 and the first three months of 2001. The
Company's television network in Romania had the leading average
audience share within its area of broadcast reach for 2000
and the first three months of 2001. The Company's television
network in Ukraine had the leading average prime time audience
share for the last three months of 2000 and the first
three months of 2001.

The operating results for the three months ended March 31, 2001
in the Slovak Republic, Slovenia and Ukraine met the Company's
expectations. The results of the Company's Romanian operations
for the three months ended March 31, 2001 are significantly
below expectations as a result of the negative economic climate
in Romania causing major advertisers to reduce their advertising
budgets during the first quarter of 2001. Consequently,
the Romanian operations are experiencing problems in maintaining
sufficient funds to operate.

The Company has initiated a substantial review in an attempt to
reduce costs to a sustainable level. The results of the
Slovenian operations have improved considerably compared to the
corresponding period of 2000 due to the Company acquiring
control over the economics and programming of Kanal A on October
11, 2000. The results of the Ukrainian operations also show a
marked improvement compared to the corresponding period of 2000.
This is due to the continued recovery of the Ukrainian
television advertising market. Future results are dependent on
the performance of Video International and could be affected by
the present political uncertainty in Ukraine. As such, the
Company is unable to give any assurance that this recovery will
be sustained. The results of the Company's Slovak Republic
operations are in line with the general economic recovery in the
Slovak Republic. As a result of the dispute between CNTS and
CET, the Company has taken the decision to minimize operations
in the Czech Republic.

In April 2001, 47 of the 56 staff at CNTS were given
notification that their employment would terminate on July 31,
2001. The Company has complied with all applicable labor laws in
relation to these terminations. In addition, the sale of much of
the peripheral equipment and technology at CNTS has commenced.

The Company's revenues are derived principally from the sale of
television advertising to local, national and international
advertisers. The impact of the slowdown in the US and Western
European economies on the markets in which the Company operates
cannot be determined at this time. Should the major fast-moving
consumer goods multinationals decide to restrict their European
expenditures, there may be an adverse material effect on the
Company's financial position, results of operations and cash
flows.

The Company is still party to arbitration proceedings against
the Czech Republic, as is its non-Executive Chairman, Ronald S.
Lauder. Both arbitration proceedings have now been heard and
judgments are expected in the latter part of 2001. If either
proceeding results in an award in favor of Mr. Lauder or the
Company, hearings to quantify damages will be heard. Should the
Company receive and collect a substantial award, the Company may
be in a position to refinance or otherwise satisfy the Senior
Notes, which currently have $163,348,000 of principal
outstanding, on or before August 15, 2004. If the judgment is
unfavorable, or substantial damages are not awarded or
collected, the Company is likely to experience difficulties in
refinancing the Senior Notes without additional external
investment or an improvement in the financial performance of the
operating companies, including, among other things, a major
growth in the advertising markets in which it operates. If the
Company is unsuccessful in refinancing the Senior Notes, the
Company is likely to be unable to continue operations.

For the three months ended March 31, 2001 compared to three
months ended March 31, 2000 the Company's net revenues increased
by $635,000, or 4%, to $16,005,000 for the first quarter of 2001
from $15,370,000 for the first quarter of 2000. The increase was
primarily attributable to an increase in net revenues at the
consolidated entities of the Studio 1+1 Group and the Company's
Slovenian operations which were partially offset by a decrease
at PRO TV. The net revenues the Company's Slovenian operations
increased by $1,775,000, or 43%, for the first quarter of 2001
compared to the first quarter of 2000. This increase is
primarily attributable to additional revenues as a result
of the Company acquiring control over the economics and
programming of Kanal A on October 11, 2000. However, the
increase would have been even greater had the US dollar not
continued to appreciate against the Slovenian tolar (SIT) in the
first quarter of 2001. In local currency terms, the net
revenues of the Company's Slovenian operations increased by
approximately SIT538,945,000, or 64%, for the first quarter of
2001 compared to the first quarter of 2000. Approximately three
quarters of this increase was attributable to Kanal A. PRO TV's
net revenues decreased by $1,574,000, or 19%, for the first
quarter of 2001 compared to the first quarter of 2000. This
decrease is as a result of the negative economic climate in
Romania causing advertisers to reduce their advertising budgets
in the first three months of 2001.

The Company is in the process of reviewing its operations in
Romania, but anticipates that it is unlikely that net revenues
for 2001 will exceed the 2000 net revenue figure of $39,591,000.
The net revenues of the consolidated entities of the Studio 1+1
Group increased by $235,000, or 10%, for the first quarter of
2001 compared to the first quarter of 2000. The increase in net
revenues was as a result of the continuing recovery of the
Ukrainian television advertising market.

The Company generated an operating loss of $7,906,000 for the
first quarter of 2001 compared to an operating loss of
$9,732,000 for the first quarter of 2000. Equity in income of
unconsolidated affiliates of $329,000 for the first quarter of
2001 compared to an equity in loss of unconsolidated affiliates
of $1,231,000 for the first quarter of 2000. This change of
$1,560,000 is as a result of Markiza TV recording a loss of
$521,000 for the first three months of 2001 compared to a loss
of $1,067,000 for the first three months of 2000 and certain
entities of the Studio 1+1 Group that are not consolidated
recording net income of $850,000 for the first three months
of 2001 compared to a loss of $164,000 for the first three
months of 2000. The net loss of the Company was $3,286,000 for
the first quarter of 2001 compared to a net loss of $13,669,000
for the first quarter of 2000.


CHIQUITA BRANDS: Reports Second Quarter Losses, as Expected
-----------------------------------------------------------
Chiquita Brands International, Inc. reported second quarter 2001
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $47 million compared to $69 million for the second
quarter of 2000. Second quarter earnings before interest and
taxes were $24 million in 2001 and $44 million in 2000. The
Company reported an after-tax loss of $9 million ($.16 per
share) before $2 million ($.03 per share) of parent company debt
restructuring costs in the current quarter. In the second
quarter of 2000, earnings were $11 million ($.10 per share)
before an extraordinary gain of $2 million ($.03 per share) from
debt prepayments.

Fresh Produce earnings in the second quarter of 2001 continued
to be negatively affected by weak European currencies in
relation to the U.S. dollar. If the Euro remains relatively
stable, foreign exchange will have less of an impact in year-on-
year comparisons of second half operating results than in the
first half of 2001. In addition, Chiquita incurred higher
production and related logistics costs caused by weather-related
declines in short-term productivity. These effects were
partially offset by higher local currency banana pricing and
volume in core European markets.

Processed Foods operating results also declined during the
second quarter of 2001 primarily due to lower pricing for canned
vegetables. The lower pricing was consistent with the objective
of reducing inventory levels of canned vegetables.

Net sales for the second quarter of 2001, excluding the effects
of prior year divestitures, increased slightly from the 2000
second quarter.

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed
foods.


COMDISCO INC.: Hires Goldman Sachs as M&A Advisor
-------------------------------------------------
Comdisco, Inc. seeks the Court's authority to employ and retain
Goldman Sachs & Co., as their merger and acquisitions advisors
to provide financial advice and assistance in connection with
the sale of its Availability Solutions and Leasing businesses.

Norman P. Blake, Jr., Comdisco's Chairman & CEO, explains they
need a qualified merger and acquisitions advisor to assist them
with their restructuring strategy. Goldman Sachs, according to
Mr. Blake, is in a position to accomplish what the Debtors
require because it is a leading investment banking and
securities firm with substantial expertise in mergers and
acquisitions.

Goldman Sachs has been acting as a Debtors' exclusive financial
advisor since April 2001. The firm assisted Comdisco with the
possible sale of Comdisco's Equipment Solutions division
segments and Technology Services division segments.

As per agreement between Comdisco and GSC, and per approval of
Court, Mr. Blake notes that terms of the compensation for
professional services rendered by GSC shall be:

     (a) A $250,000 non-refundable monthly fee payable on the
         first day of each month during the pendency of GSC's
         engagement;

     (b) A transaction fee equal to $6,000,000, plus 2% of the
         aggregate consideration paid in excess of the book value
         of the assets of the Equipment Solutions division if the
         sale is 50% or more of the assets. If the sale is less
         than 50% of the assets of the Equipment Solutions
         division, a transaction fee equal to $2,000,000, plus 2%
         of the aggregate consideration paid in excess of the
         book value of the assets actually sold;

     (c) If the sale of all or a portion of the assets of the
         Technology Services Division is accomplished, a
         transaction fee equal to 1% of the aggregate
         consideration paid in such transaction;

     (d) Total transaction fees payable to GSC shall be reduced
         by the:

        (1) $500,000 minimum fee that was paid upon execution
            of the agreement, to the extent such minimum fee
            was indefeasibly paid, and

        (2) aggregate of all monthly fees, to the extent
            monthly fees were indefeasibly paid;

     (e) Transaction fees paid to GSC will be paid in cash upon
         consummation of each transaction;

     (f) Comdisco will periodically reimburse upon request, for
         out-of-pocket expenses, including fees and disbursements
         made to GSC's attorneys plus sales, use or similar taxes
         arising in connection with any matter referred to in the
         agreement

The Debtors agree indemnify and hold GSC harmless against any
losses, claims, damages or liabilities in with the engagement,
except when such damages were as a result of bad faith or gross
negligence on the part of GSC. The Debtors also request
authority from the Court to pay the monthly fees to GSC without
being required to file and obtain approval from the Court for
fee application.

To the best of their knowledge, Mr. Blake says, GSC is a
"disinterested person" since the firm has no connection with,
and holds no interest adverse to, the Debtors, their creditors,
or any other party-in-interest, or their respective attorneys or
accountants in matters for which Goldman Sachs is proposed to be
retained.

However, Michael P. Esposito, managing director of Goldman
Sachs, emphasized, it should be understood that the firm and its
present and former clients and such clients' affiliates,
officers, directors, principal shareholders and their respective
affiliates may have had relationships with Comdisco, its
creditors, equity securityholders, potential acquirers of
Comdisco's assets and other parties-in-interest.

"(But) to the best of my knowledge, based upon the responses to
the Employee Questionnaire, which I reviewed, no Goldman Sachs
professional assigned to assist Comdisco in connection with
these cases was, within 2 years before the commencement of these
cases, an investment banker for a security of Comdisco," Mr.
Esposito attests.

Neither are the professionals anticipated to assist Comdisco are
connected to the judge, the United States Trustee or any person
employed in the office of the United States Trustee, Mr.
Esposito adds.

If the firm learns of any additional material connections to
Comdisco, Mr. Esposito promises to file a supplemental
disclosure affidavit. (Comdisco Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CRIIMI MAE: Reports First Quarter Losses
----------------------------------------
Criimi Mae Inc.'s net income available to common shareholders
for the quarter ended March 31, 2001 was approximately $3.9
million, as compared to approximately $4 million for the first
quarter in 2000.

For the quarter ended March 31, 2001, CMSLP reported a net loss
of approximately $879,000 as compared to a net loss of
approximately $151,000 for the first quarter of 2000. CMSLP
total revenues decreased by approximately $447,000, or 14%, to
$2.7 million for the first quarter of 2001 from approximately
$3.2 million for the first quarter of 2000. The total servicing
portfolio decreased primarily due to CRIIMI MAE's sale of
certain CMBS where CMSLP previously held the special servicing
rights, and due to CMSLP's sale of two master servicing
contracts during 2000. Servicing fee income decreased by
approximately $167,000, or 11%, to $1.4 million for the first
quarter of 2001 as compared to $1.6 million during the same
period in 2000 due to the reduced size of the servicing
portfolio. In addition, assumption fees and other income
decreased by approximately $233,000, or 33%, to approximately
$479,000 for the first quarter of 2001 from approximately
$712,000 for the first quarter of 2001 primarily due to lower
interest rates that resulted in fewer loan assumptions.

Criimi Mae realized a net operating loss of approximately $17
million during the first quarter of 2001, compared to a net
operating loss of approximately $14 million in the same quarter
of 2000. On March 15, 2000, CRIIMI MAE elected to be classified
as a trader in securities for tax purposes effective January 1,
2000. As a result of its trader election, Criimi Mae recognized
a mark-to-market tax loss of approximately $478 million on its
Trading Assets on January 1, 2000. The January 2000 Loss is
expected to be recognized evenly over four years (i.e.,
approximately $120 million per year) beginning with the year
2000. The Company recognized one-fourth (i.e., approximately $30
million) of this year's portion of the January 2000 Loss during
the first quarter 2001. The Company expects to continue to
recognize approximately $30 million of loss related to the
January 2000 Loss in each quarter during the next three
years.

There is no assurance that the Company's position with respect
to its election as a trader in securities will not be challenged
by the IRS, and, if challenged, will be defended successfully by
the Company. As such, there is a risk that the January 2000 Loss
will be limited or disallowed, resulting in higher tax basis
income and a corresponding increase in REIT distribution
requirements.

If Criimi Mae is required to make taxable income distributions
to its shareholders to satisfy required REIT distributions, all
or a substantial portion of these distributions, if any, are
currently expected to be in the form of non-cash dividends.
There is no assurance that such non-cash dividends would satisfy
the REIT distribution requirements and, as such, the Company
could lose its REIT status or may not be able to satisfy its New
Debt obligations.

It is possible that the Company could experience an "ownership
change" within the meaning of Section 382 of the Tax Code.
Consequently, its use of net operating losses generated before
the ownership change to reduce taxable income after the
ownership change may be subject to substantial limitation
under Section 382. Generally, the use of net operating losses in
any year is limited to the value of the Company's stock on the
date of the ownership change multiplied by the long-term tax
exempt rate (published by the IRS) with respect to that date.


CROWN CRAFTS: Sells Bedding Business, Refinances Short-Term Debt
----------------------------------------------------------------
Crown Crafts, Inc. (NYSE: CRW) has completed the sale of its
adult bedding business to an executive group headed by former
CEO Michael Bernstein. The sale included the Calvin Klein, Royal
Sateen and private label bedding and bath business which
accounted for $76 million of sales in the fiscal year ended
April 1, 2001. Also included were Crown Crafts' remaining
operations at Roxboro, North Carolina and the New York office
and showroom. Proceeds of the sale were $8.5 million cash plus
assumption of certain liabilities. The loss on the sale is
approximately $24 million.

The company also refinanced its existing short-term debt of
approximately $75 million into a new $49 million credit facility
with its existing lenders. The new credit facility includes a
three year revolving loan of $19 million, senior notes of $14
million due in five years and subordinated notes due in six
years. In addition, the lenders received warrants exercisable
for non- voting common stock that is convertible into voting
common stock. When exercised, the lenders will own 65 percent of
the Company's common stock on a fully diluted basis.

E. Randall Chestnut, newly elected Chairman, President and CEO
of Crown Crafts stated, "We have successfully completed our
transition to a company that designs, markets and distributes
highly competitive (primarily juvenile) products acquired by
global sourcing and selective manufacturing. The new Crown
Crafts is a focused consumer products company concentrating on
infant bedding, blankets, bibs and accessories as well as luxury
hand-woven home decor. The refinancing right-sizes and
restructures the company's balance sheet to fit the cash flows
of the continuing businesses. We are thankful for the
cooperation and commitment of our lender group during this
difficult transition.

"The new Crown Crafts consists of seven acquisitions made since
October 1995. These acquisitions now make up the following
companies: Crown Crafts Infant Products (Red Calliope, NoJo,
PillowBuddies(R)); Hamco (Hamco, Pinky Baby); Burgundy; and
Churchill Weavers.

"We are particularly pleased that a very distinguished group has
agreed to serve on our board of directors, including Mr. William
T. Deyo, Jr., Mr. Steven E. Fox, Mr. Sidney Kirschner, Mr. Zenon
S. Nie, Mr. William P. Payne, Dr. Donald Ratajczak, Dr. James A.
Verbrugge and chaired by myself, as the only inside director.
"The new focused Crown Crafts is well positioned in the
marketplace. Hamco is the market leader in infant bibs and Crown
Crafts Infant Products has exceptional brand awareness in its
core lines of Red Calliope and NoJo, two names that retailers
and consumers recognize and seek. In addition, we hold some of
the best licenses in the infant business.

"On a pro forma basis, Crown Crafts is both profitable and cash
flow positive with annual revenue of about $120 million with
total assets of about $65 million."

As a result of the restructuring losses incurred in the fiscal
year ended April 1, 2001, Crown Crafts expects to report a loss
of over $70 million once the audit is finished. The losses
include $10 million on the sale of the Wovens division to Mohawk
in November 2000, $5 million on the sale of the Roxboro, North
Carolina plant to Vector Tobacco in June 2001, $24 million on
the sale of the adult bedding business, a write-off of $12
million on computer systems as well as operating losses from
businesses that are no longer part of the ongoing Crown Crafts.
E. Randall Chestnut and Carl Texter will host a conference call
at 11 AM eastern time on Friday, July 27. The conference call
number is 1-800-709-3816.

Crown Crafts, Inc., headquartered in Atlanta, Georgia, designs,
markets and distributes infant & juvenile products and luxury
hand-woven home decor. Its subsidiaries include Hamco, Inc. in
Louisiana, Crown Crafts Infant Products, Inc. in California,
Churchill Weavers in Kentucky and Burgundy Interamericana in
Mexico.


EAGLE FOOD: First Quarter Sales Decreases by $26.6 Million
----------------------------------------------------------
Eagle Food Centers Inc.'s sales for the Company's first fiscal
quarter ended May 5, 2001 were $176.4 million, a decrease of
$26.6 million or 13.1% compared with the prior year, due,
according to the Company, primarily to the closure of seventeen
stores and sale of one store during the first quarter of fiscal
2000, and the closure of two stores in the second quarter of
fiscal 2000. Same store sales for the quarter decreased 1.6% due
primarily to competitive store growth during the past year.
There were 64 stores operating at the end of the first quarter
of fiscal 2001 compared with 66 stores operating at the end of
the first quarter of fiscal 2000.

The gross margin rate for the first quarter of fiscal 2001 was
25.8% of sales compared to 25.5% for the same quarter of 2000,
with a gross margin decline of $6.2 million. The gross margin
decline for the quarter is primarily related to the reduction in
sales volume due to the lower store count. In addition, the
Company recorded a LIFO charge of $150 thousand in the first
quarter of this year compared to a LIFO credit of $500 thousand
in the same quarter of last year.

The net loss for the first quarter of fiscal 2001 was $1.0
million compared to a net loss of $16.5 million in the same
quarter of fiscal 2000. No tax benefit was recognized in fiscal
2001 or 2000 as the Company is in a net operating loss
carryforward position. Valuation allowances have been
established for the entire amount of net deferred tax
assets due to the uncertainty of future recoverability.


ECO SOIL: Retains Advisor to Start Selling Assets To Pay Debts
--------------------------------------------------------------
Eco Soil Systems Inc. (Nasdaq:ESSI) announced in a letter to
shareholders that it had engaged an investment banker to help
the company reorganize its core business.

The company also announced that as part of this process, it was
actively seeking to sell non-core assets. The company intends to
use proceeds from any sales of these assets to pay down debt and
improve the company's working capital position. The company also
announced that, as earlier reported, it has dramatically reduced
its burn rate, which included substantial headcount reductions
and salary cuts at the senior levels of the company's
management, among other efforts to reduce the company's selling,
general and administrative expenses.

The core technologies, including the BioJect(R) program and
FreshPack(R) products, will remain the centerpiece of the
company's business going forward. These products will be
targeted at the turf industry, with the Simplot distribution
system and new independent distributors spearheading the
company's sales efforts. The company intends to pursue
governmental markets and the sports turf markets, along with the
company's current efforts in the golf industry.

The company is seeking to sell its Ag Supply division, its
specialty chemical product line and its Canadian biological
product line. Ag Supply is a distributor of low volume drip
irrigation products in the southern California and Mexican
markets. Ag Supply recorded $32 million of revenue in
2000. The specialty chemical products are sold exclusively
through the Simplot distribution system and were not included in
the sale of Turf Partners last summer. The company contracts the
manufacture of these products under exclusive agreements. The
biological products sold in Canada represent a small part of the
company's biological business and are sold through an agent to
farmers in the bean and lentil markets in Western Canada.

The company believes that proceeds from these sales could reach
$12 million to $15 million, including the assumption of
liabilities. At March 31, 2001 the company reported roughly $12
million in bank debt and sub-note debt, along with accounts
payable of $4.3 million.

Expenses at the corporate level at Eco Soil, attributable
directly to manufacturing and marketing of its core products and
administration, have been cut back by more than one half since
year-end 2000.

"The measures we are taking are necessary to repair the
Company's capital structure and shore up working capital levels
so that the Company can execute its business plan. Credit
tightening and failure of the Company to meet its revenue and
margin objectives have contributed to the Company's
liquidity challenges," said William B. Adams, the company's
chairman and CEO. In the letter to shareholders (which can be
viewed on the company's Web site) the company expressed optimism
about its chances to execute its plan to sell non-core assets.
However, Adams warned that no assurances could be given that
these plans would be executed in time to avoid liquidity
challenges.

Eco Soil develops, markets and sells proprietary biological
products and their delivery systems for the golf and
agricultural industries. Eco Soil is emerging as a technology
leader in the "green" industry. The company is striving to
develop cost effective, environmentally friendly programs to
reduce exclusive reliance on chemical pesticides, and to improve
yields and crop quality. Its proprietary products evolve from
the BioJect(R), a patented and EPA-approved device that cultures
and dispenses biological products through irrigation systems,
and are sold under the FreshPack(R) or the BioJect(R) brands.
Eco Soil's Internet site address is http://www.ecosoil.com.


EDISON INTERNATIONAL: SCE Dissatisfied with FERC Refund Order
-------------------------------------------------------------
The Federal Energy Regulatory Commission established a
methodology for calculating refunds owed to California
electricity buyers and ordered a limited, expedited hearing to
establish the facts needed to calculate the exact refund amount.
Refunds will be calculated for electricity sold on or after
October 2, 2000, and apply only to spot market transactions.
Southern California Edison issued this statement in response:

      "Today's FERC order is one step in a long process to
redress the substantial harm suffered by the consumers,
taxpayers, utilities and economy of California as a result of
the exercise of market power by sellers in the wholesale
electricity market.

      "FERC's order provides for refunds of some of the unjust
and unreasonable rates charged in California after October 2,
2000. This order does not address, however, the hundreds of
millions of dollars in excess costs paid by SCE throughout the
summer of 2000. FERC has not only the authority but also the
duty to order refunds back to at least May 2000, when the
exercise of market power and unreasonable pricing became clear.
In addition, SCE
believes that the remedies proposed by FERC should not be
limited to the ISO and PX spot markets, but to all markets
tainted by the exercise of market power.

      Exhaustive administrative and legal appeals will no doubt
follow this order pushing final resolution of these issues far
off into the future."

An Edison International (NYSE: EIX) company, Southern California
Edison is one of the nation's largest electric utilities,
serving a population of more than 11 million via 4.3 million
customer accounts in a 50,000-square-mile service area within
central, coastal and Southern California.


EGAMES INC.: Fleet Bank Cuts-Off Credit Facility After Default
--------------------------------------------------------------
eGames, Inc. (OTC Bulletin Board: EGAM), a leading publisher and
developer of Family Friendly(TM), value-priced computer software
games, announced preliminary unaudited financial results for the
fiscal fourth quarter and fiscal year ended June 30, 2001 and a
change in its bank financing status.

        Preliminary Unaudited Fiscal 2001 Fourth Quarter
                  and Year-End Results:

For the fiscal fourth quarter ended June 30, 2001, the Company
expects to report net sales of approximately $100,000, compared
to $2.5 million for the same quarter a year earlier. This $2.4
million decrease in net sales resulted primarily from poorer
than expected sell-through results of the Company's products in
the food and drug retail channels that were reported to the
Company during the current quarter, which required the Company
to increase its provision for sales returns.

For the fiscal year ended June 30, 2001, the Company expects to
report net sales of approximately $9.0 million, compared to
$10.8 million for the year ended June 30, 2000. This $1.8
million decrease in net sales resulted primarily from decreased
sales into the traditional consumer software retail channel
caused in part by the general softening of consumer demand for
new PCs and related software, in addition to the poorer than
expected sell-through results of the Company's products in the
food and drug retail channels that were reported to the Company
during the current period.

Net sales amounts for current and prior periods reflect the
reclassification of consumer and retailer rebates addressed in a
recent accounting pronouncement and the reclassification of the
net sales for the eGames Europe Limited operation due to the
sale of this wholly-owned subsidiary during the fourth quarter
of fiscal 2001.

The Company expects to record a net loss in the range of
approximately ($2.7 million) to ($3.2 million), or ($0.27) to
($0.32) per diluted share in the fiscal 2001 fourth quarter,
compared to a net loss of ($128,000), or ($0.01) per diluted
share for the same period a year ago. For the fiscal year ended
June 30, 2001, the Company expects to record a net loss in the
range of approximately ($3.7 million) to ($4.2 million), or
($0.37) to ($0.42) per diluted share, compared to net income of
$253,000, or $0.03 per diluted share for the same period a year
ago.

According to Jerry Klein, President and CEO of eGames, "The loss
for our fiscal fourth quarter was the result of various factors.
First, we experienced poorer than expected sell-through results
in the food and drug retail channels causing us to increase our
provision for sales returns and to accrue the additional costs
relating to the rework and disposition of these anticipated
returns. Second, overall retail sales during the fiscal fourth
quarter continued to be slower in the traditional consumer
software retail channel, in part brought on by a general
softening in demand for new PCs and related software. As a
result, certain customer orders that had been previously
anticipated for this period never materialized. Third, the
Company determined that certain inventory component values had
been impaired and accordingly recognized the costs to scrap
these goods during the current quarter. Fourth, the Company
determined that it needed to provide increased provisions for
bad debt against certain customer receivables due to the
Company's evaluation of the ability of those customers to make
any further payments."

              Change in Bank Financing Status

The Company has been notified by its commercial lender, Fleet
Bank, that since the Company is in default of the financial
covenants under its $2,000,000 credit facility as of June 30,
2001, and due to the material adverse change in the Company's
financial condition, the bank has determined that it will no
longer continue to fund the Company's credit facility. Fleet
Bank is currently evaluating its options based on an ongoing
analysis of its collateral position, management's restructuring
and cost reduction plans, and the results of an independent
business assessment of the Company and its business plan.

"We are currently evaluating all of the options available to us
in these difficult market conditions, including seeking
financing alternatives to fund our immediate liquidity needs,"
said Mr. Klein. "We believe that our engagement of Beesley
Associates, Inc., a qualified independent business assessment
firm with expertise in turnaround management, is a prudent step
in determining the best course of action under the
circumstances. Once we have had an opportunity to analyze
Beesley Associates' findings, we will be in a better position to
determine our current and future financing needs and
opportunities and implement a course of action for the Company."

                     About the Company

eGames, Inc., headquartered in Langhorne, PA, develops,
publishes and markets a diversified line of personal computer
software primarily for consumer entertainment and personal
productivity. The Company promotes the eGames(TM), Game Master
Series(TM), Multi-Pack and Galaxy of Home Office Help(TM) brand
names in order to generate customer loyalty, encourage repeat
purchases and differentiate the eGames Software products to
retailers and consumers. eGames -- Where the "e" is for
Everybody! Additional information regarding eGames, Inc. can be
found on the Company's Web site at http://www.egames.com


ENVIRO-RECOVERY: Terminates Schwartz & Elects Neitzke as EVP
------------------------------------------------------------
Enviro-Recovery, Inc. (PinkSheets: EVRE) announced that on
Monday, July 23, 2001, its Board of Directors terminated the
employment of Jeffrey Schwartz. Mr. Schwartz, the former Chief
Financial Officer of Enviro-Recovery, Inc., was terminated due
to his recent actions relating to the implementation of a plan
to place the company under Chapter protection, which was
determined by the Board of Directors to have not been in the
best interests of the company.

In a separate matter, David "Caz" Neitzke, was elected Executive
Vice President and Secretary of Enviro-Recovery, effective July
26, 2001.

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


IBS INTERACTIVE: Careful Cash Management is the Daily Priority
--------------------------------------------------------------
IBS Interactive, Inc. d/b/a Digital Fusion (OTCBB:IBSX), an
Information Technology (IT) and e-Business professional services
provider, announced financial results for the second quarter
ended June 30, 2001.

"Although the IT service market is sluggish, our continued
operational improvements resulted in our first cash flow
positive quarter from operating activities in a long time," said
Roy Crippen, president and chief executive officer. "This
milestone achievement is dampened somewhat by the reality of the
weak economy and our continued efforts to restructure legacy
debt from our discontinued business units."

                    Second Quarter Key Highlights

     * Revenues increased to $5.3 million compared to $5.1
       million in the first quarter of this year.

     * Gross Profit Margin improved to 25.1% verses 20.8% in the
       first quarter of this year.

     * SG&A decreased by $755,000 from the first quarter of this
       year.

     * Adjusted EBITDA was a positive $166,000 compared to a loss
       of $844,000 in the first quarter of this year.

     * In July, the Company successfully sold off its Huntsville,
       Alabama, network services and installation unit.

The positive effects from aggressive restructuring efforts and
the sale of non-IT consulting service business units are
reflected in the second quarter improved performance and
resulted in improvements in adjusted EBITDA of $1.0 million and
$2.1 million compared to the first quarter of this year and the
fourth quarter of last year respectively. "We will strive to
maintain approximately this level of EBITDA performance and will
continue to invest in business development while we watch for
signs that our industry is rebounding from the current
slowdown," said Crippen. "Having a cost structure in line with
our revenues and being 100% focused on business consulting
services makes our goals inherently more achievable."

The Huntsville, Alabama network services and installation
business unit contributed $2.3 million in revenue the first six
months of this year, approximately half of which was product
resale, at a gross profit margin level of 11%. With the sale of
this business unit, the company is now entirely focused on IT
consulting services.

The company ended the quarter with $306,000 in cash and net
accounts receivable of $4.3 million. "Daily management of cash
is critical while we continue to work to resolve certain
liabilities associated with our discontinued operations," said
Karen Surplus, chief financial officer. "During July we
successfully restructured a portion of the liabilities and are
working diligently on the rest." If the company is successful in
obtaining additional agreements associated with its liabilities,
the company believes it will be able to raise capital to pay
down the restructured liabilities as well as fund the company's
ongoing capital needs. If the company cannot restructure the
liabilities related to its discontinued operations,
restructuring and Infonautics merger termination, we will be
required to re-examine our current business and capitalization
plans. About Digital Fusion Digital Fusion provides
comprehensive e-Business and information technology (IT)
solutions to businesses, organizations and public sector
institutions in the Eastern U.S. We have over 10 years of
experience designing, developing, and integrating complex
business systems, providing a range of services, including
strategy, development, desktop support and education services.
For additional information regarding Digital Fusion's services,
visit the Company's web site at http://www.digitalfusion.com


FACTORY CARD: Plan Confirmation Hearing Adjourned To August 20
--------------------------------------------------------------
Factory Card Outlet Corp. (FCPYQ) announced that the hearing to
consider confirmation of its amended plan of reorganization has
been adjourned by the Bankruptcy Court to August 20, 2001.

The request for adjournment was made by all of the co-proponents
of the amended plan: The Company, the Creditors' Committee
appointed in the Company's Chapter 11 Case and Factory Card
Outlet Holdings, Inc. The Equity Committee appointed in the
Company's Chapter 11 Case also supported the adjournment
request.

The request for the adjournment was made as a result of Factory
Card Holdings, Inc. having exercised its option to substitute
another investor in place of its original investor, Ingenium
Capital Group of Scottsdale, AZ.

Discussions with the new investor, which is affiliated with a
public company, have included the potential for reaching a
consensual agreement with the Equity Committee. The Equity
Committee had opposed confirmation of the amended plan of
reorganization, which does not provide for any distribution to
the Company's shareholders. All parties, including the
Company's management, agreed to the adjournment in order to
evaluate this new development as well as other alternatives,
including, a plan proposal that has been made by certain other
parties that is supported by the Equity Committee.

William E. Freeman, President and Chief Executive Officer of the
Company, stated, "While we are certainly disappointed that the
confirmation hearing was adjourned, we are pleased that the
Company, its creditors and, hopefully, its stockholders, will
have an opportunity to evaluate proposals from a multiple of
parties before determining which alternative offers the
Company and its constituencies their best prospects for the
Company's prompt emergence from Chapter 11." Mr. Freeman
continued noting "I am not surprised that there are a number of
parties interested in the Company, given the remarkable
turnaround that we have experienced while in Chapter 11. We
ended last year (53 weeks) with $226.1 million in sales and
EBITDAR of $9.8 million with 182 stores. Despite a tougher
retail climate this year, The Company's comparable stores sales
growth of 4% is very encouraging and confirms that the hard work
by our key management and associates to effect this turnaround
continues to bear positive results."

"We remain committed to supporting The Company and are
encouraged by the positive results of their turnaround efforts,"
said Steve Cole, Wells Fargo Retail Finance Senior Managing
Director and Co-Chief Operating Officer. "We are working to
extend their DIP financing to the end of this fiscal year and
we remain excited about the possibility of providing The Company
with exit financing."

For the five month period, just ending July 7, 2001, The
Company's sales are $98.9 million (173 stores) versus $99.0
million last year. EBITDAR for the period is $7.4 million
compared to $7.6 million last year.

Factory Card Outlet operates 173 company-owned retail stores, in
20 states, offering a vast assortment of party supplies,
greeting cards, gift-wrap and other special occasion merchandise
at everyday value prices. On March 23, 1999, the company filed a
petition for reorganization under Chapter 11 of Title 11 of the
United States Code and is currently operating as a debtor in
possession.


FDN INC.: Bankruptcy Court Discharges Both Subsidiaries
-------------------------------------------------------
FDN, Inc. (OTCBB:FDNI) has received the official discharge
notices from the Bankruptcy Court with regard to the filings
under Chapter 7 of the United States Bankruptcy Code for its two
subsidiaries, American Tel Communications, Inc. and ClearPoint
Communications, Inc., f/k/a FON Digital Network, Inc. The
filings were made in the U.S. Bankruptcy Court in the Middle
District of Florida on the 16th of March, 2001. The discharge of
the two subsidiaries allows FDN, Inc. to remove approximately
ten million dollars ($10,000,000.00) of debt from the Company's
consolidated balance sheet.

FDN, Inc. is an industry leader in providing integrated and
enhanced telecommunication and Internet services to consumers
and small business customers. FDN, Inc.'s product line includes:
residential long-distance, nationwide ISP, Internet services
including web hosting and web development, domestic and
international prepaid carrier services, and wire services, for
international wire transfers and U.S. funds transfers via
terminals and debit cards.


FINOVA GROUP: Summary of the Third Amended Disclosure Statement
---------------------------------------------------------------
The FINOVA Group, Inc. filed a Third Amended and Restated
Disclosure Statement which amends and restates the Second
Amended and Restated Disclosure Statement, dated as of June
11, 2001, FINOVA filed a Third Amended and Restated Disclosure
Statement, as expressly permitted in the Court's order.

As with previous versions, the purpose of the Disclosure
Statement is to enable a creditor whose Claim is impaired or an
equity Interest holder whose equity Interest is impaired under
the Plan, to make an informed decision in exercising his/her
right to accept or reject the Plan. The Disclosure Statement is
also meant to enable the Bankruptcy Court to make an informed
decision whether the Plan complies with the requirements of the
Bankruptcy Code.

The Disclosure Statement includes as attachment the Commitment
Letter, which gives descriptions of the Berkadia Loan and the
New Senior Notes, and the term sheets for the Berkadia Loan and
New Senior Notes annexed as exhibits to the Plan. The term
sheets annexed to the Plan set forth all terms as modified by
the letter agreements dated May 2, 2001, May 30, 2001, June 10,
2001 and June 13, 2001.

The Debtors advise that the Disclosure Statement applies to the
Plan and should not be relied upon if the Plan is revoked. The
terms and conditions upon which the Plan may be revoked are set
forth in the letter agreement dated as of June 10, 2001, and as
modified by letter agreement dated as of June 13, 2001.

The Debtors expect to emerge from chapter 1l on or before August
31, 2001.

               Brief Description of the Plan

The Plan contemplates implementation of a comprehensive
restructuring transaction with Berkadia LLC, a joint venture of
Berkshire Hathaway Inc. and Leucadia National Corporation, that
was first announced on February 27, 2001, and revised on May 2,
2001, May 30, 2000, June 10, 2001 and June 13, 2001.

Berkadia will make a $6,000,000,000 loan (the "Berkadia Loan")
to FNV Capital that, together with the Debtors' cash on hand and
the issuance by FNV Group of approximately $3,260,000,000
aggregate principal amount of New Senior Notes, will enable the
Debtors to restructure their debt. As soon as reasonably
practicable after the Effective Date, Berkshire will commence a
tender offer for up to $500,000,000 in aggregate principal
amount of New Senior Notes, at a cash purchase price of 70% of
par ($700 per $1,000 principal amount).

Berkshire has guaranteed 90% of Berkadia's commitment to make
the Berkadia Loan; Leucadia has guaranteed 10% of Berkadia's
commitment to make the Berkadia Loan; and Berkshire has
secondarily guaranteed the 10% of Berkadia's commitment to make
the Berkadia Loan that is guaranteed by Leucadia. FNV Group and
all of its direct and indirect subsidiaries (other than (x) FNV
Capital, and (y) any special purpose subsidiary that is
contractually prohibited (as of February 26, 2001) from acting
as a guarantor) (the "Guarantors") will guarantee repayment by
FNV Capital of the Berkadia Loan. These guarantees will be
secured by substantially all of the Guarantors' assets.

Pursuant to a Management Services Agreement, which was entered
into prior to these Chapter 11 Cases, and which was amended and
restated on April 3, 2001 and further amended and restated on
June 10, 2001, Leucadia is providing advice and assistance
during the bankruptcy cases related to the restructuring and the
Debtors' asset portfolio, subject to oversight by the FNV Group
Board of Directors and a special committee of the Board, and
will provide management functions to the Reorganized Debtors
upon the effectiveness of the Plan.

The Plan consists of nine separate plans of reorganization, one
for each of the nine Debtors as follows: FNV Group, FNV Capital,
FNV Canada, FNV UK, FNV Loan, FNV Mezzanine, FNV Portfolio, FNV
Technology and FNV Trust.

After implementation of the Plan, each Debtor, other than FINOVA
Finance Trust, will emerge from chapter 11 as a separate
corporate entity. Under the Plan, FNV Trust will dissolve.
Common equity Interests in FNV Trust will be cancelled and FNV
Group, as the holder thereof, will receive and retain nothing on
account of its Interests.

The Plan contemplates that all creditors of each of the Debtors,
other than general unsecured creditors of FNV Capital, holders
of TOPrS Interests and the related Group Subordinated
Debentures, and holders of Securities Litigation Claims, will
receive either reinstatement of their Claims or payment in Cash
on the Effective Date of the Plan, unless they agree with the
Debtors to alternate treatment. With respect to creditors with
secured Claims, the Plan also permits the Debtors to surrender
the asset securing the Claim. The Plan further contemplates that
general unsecured creditors of FNV Capital and holders of TOPrS
Interests will receive the proceeds of the Berkadia Loan, the
New Senior Notes and Cash in satisfaction of their Claims.

Holders of unsecured Claims against FNV Capital will receive

(1) a Cash payment equal to 70% of the general unsecured Claims
      against FNV Capital (not including prepetition or
      postpetition interest),

(2) a Cash payment equal to the amount of accrued and unpaid
      prepetition and postpetition interest on such general
      unsecured Claims (the Debtors estimate the aggregate amount
      of prepetition interest payments to be approximately $155
      million and, assuming an Effective Date of August 31, 2001
      and assuming an interest rate of 6.037% per annum, the
      aggregate amount of post-petition interest payments to be
      approximately $345 million) and

(3) New Senior Notes having an aggregate principal amount equal
      to 30% of such general unsecured Claims (not including
      prepetition and postpetition interest).

Holders of TOPrS Interests with respect to FNV Group will
receive:

(1) a Cash payment equal to 52.5% of the liquidation preference
      attributable to such Interests (not including prepetition
      or postpetition dividends),

(2) a Cash payment equal to 75% of each of accrued and unpaid
      prepetition and postpetition dividends attributable to such
      Interests (the Debtors estimate the aggregate amount of
      accrued and unpaid prepetition dividends to be
      approximately $900,000 and, assuming an Effective Date of
      August 31, 2001, the aggregate amount of accrued post-
      petition dividends to be approximately $2.3 million) and

(3) New Senior Notes having an aggregate principal amount equal
      to 22.5% of the liquidation preference attributable to such
      Interests (not including prepetition and postpetition
      dividends).

Under the Plan, equity Interest holders in each of the Debtors,
other than FNV Trust, will retain their Interests in the
applicable Reorganized Debtor. The holders of preferred equity
Interests in FNV Trust, also called TOPrS, will receive a
distribution of Cash and New Senior Notes in the aggregate
amount of 75% of the liquidation preference attributable to such
Interests. The Group Subordinated Debentures related to the
TOPrS will be cancelled.

The Plan further provides for the treatment of claimants in
various Securities Litigation actions now pending against the
Debtors and others.

Specifically, the Plan contemplates issuance of Preferred Stock
of FNV Group to satisfy any final judgments against FNV Capital
arising from an existing class action Securities Litigation
against FNV Capital and the issuance of Additional Mezzanine
Common Stock to satisfy any final judgments against FINOVA
Mezzanine Capital Inc. arising from an existing class action
Securities Litigation against FNV Mezzanine.

Finally, the Plan contemplates the issuance of Additional Group
Common Stock,

(1) to the Berkadia Parties, in an amount that will constitute
      51%, or a lesser amount as may be agreed by the Berkadia
      Parties, of the outstanding equity of FNV Group on a Fully
      Diluted Basis as of the Effective Date and

(2) to satisfy any final judgment against FNV Group arising
      from an existing Securities Litigation against FNV Group.

For all issuances of stock in connection with the Securities
Litigation described, holders of Allowed Claims will receive
stock having a value as determined by Final Order equal to the
amount of such Claims that is not covered by applicable
insurance policies. In the event that any Additional Group
Common Stock is issued after the Effective Date, the Berkadia
Parties will contemporaneously receive additional FNV Group
common stock in the amount that they would have received if such
issuances had occurred before the Effective Date.

The Plan contemplates that all existing common stock of FNV
Mezzanine will be retained by FNV Capital as the existing
holder, but that Additional Mezzanine Common Stock may be issued
to satisfy final judgments, if any, for plaintiffs in an
existing Securities Litigation against FNV Mezzanine. Further,
the Plan contemplates that all existing common stock of FNV
Group will be retained by the existing holders thereof, but that
New Group Preferred Stock will be issued to satisfy final
judgments, if any, for plaintiffs in an existing Securities
Litigation against FNV Capital and Additional Group Common Stock
will be issued (i) to the Berkadia Parties, in an amount that
will constitute 51% (or a lesser amount as may be agreed by the
Berkadia Parties) of the outstanding equity of FNV Group on a
Fully Diluted Basis as of the Effective Date after giving effect
to any other issuances of Additional Group Common Stock
contemplated by the Plan and (ii) to satisfy final judgments, if
any, for plaintiffs in an existing Securities Litigation against
FNV Group. For all issuances of stock described in this
paragraph relating to the Securities Litigation, holders of
Allowed Claims shall receive stock having a value, as determined
by Final Order, equal to the amount of such Claims that is not
covered by applicable insurance policies. In the event that any
Additional Group Common Stock is issued, the Berkadia Parties
shall contemporaneously receive additional FNV Group common
stock in the amount that they would have received if such
issuances had occurred before the Effective Date.

The Group Subordinated Debentures related to the TOPrS Interests
will be cancelled.

                  The New Senior Notes

(1) will be issued by FNV Group,

(2) will mature 8 years after the Effective Date, and

(3) will bear interest, payable semi-annually out of "available
      cash" (as defined in the New Senior Notes Indenture), at a
      fixed rate of 7.5% per annum.

FNV Group's obligations with respect to the payment of interest
(but not Contingent Interest) and principal under the New Senior
Notes will be secured by a second-priority security interest in
(x) all of the capital stock of FNV Capital and (y) a promissory
note of FNV Capital issued to FNV Group in the principal amount
of the aggregate amount of New Senior Notes (the "Intercompany
Note"), which will be secured by a second priority lien on the
assets of FNV Capital pledged to secure the Berkadia Loan.

The holders of the New Senior Notes will have no right to
enforce their security interests until the Berkadia Loan is paid
in full.

Under the New Senior Notes, "available cash," after paying or
funding a reserve to pay accrued interest on the Berkadia Loan,
paying or funding taxes, operating and other corporate expenses
(including interest on and principal of certain permitted
indebtedness (as defined in the New Senior Notes Indenture)) and
reasonable reserves, will be used to pay accrued interest on the
New Senior Notes. No payments of principal will be made on the
New Senior Notes until the Berkadia Loan is paid in full;
provided that FNV Group may, with the prior consent of Berkadia
if the Berkadia Loan is still outstanding, repurchase New Senior
Notes at a price not to exceed par plus accrued and unpaid
interest thereon, through tender offers, open market purchases
and/or privately negotiated transactions or otherwise. As long
as the Berkadia Loan is outstanding, such repurchases will not
exceed $1.5 billion in the aggregate, and at such time when the
Berkadia Loan is no longer outstanding, such repurchases will
not exceed $150 million per calendar year. In the event that FNV
Group elects to make such repurchases, the board of directors of
Reorganized FNV Group will adopt procedures in connection with
repurchases of New Senior Notes neither to prefer nor to
discriminate against Berkshire.

The Plan also sets forth in Section 5.11(a) the way of
calculating the actual interest rate, which will depend upon the
applicable LIBO rates during the period from and including the
Petition Date to but excluding the Distribution Date.

In connection with the Plan, Berkshire has agreed that if the
Berkadia Loan is funded and the New Senior Notes are issued as
contemplated in the Plan, then as soon as reasonably practicable
thereafter, Berkshire or a direct or indirect subsidiary of
Berkshire will commence a Tender Offer, for up to $500 million
in aggregate principal amount of New Senior Notes at a cash
purchase price of 70% of par ($700 per $1,000 principal amount
of New Senior Notes). Berkshire has advised the Debtors that the
Tender Offer will be subject to conditions to be specified in
the Tender Offer documents which will be customary, but will not
be subject to any financing condition. The Tender Offer will be
made in compliance with all applicable securities laws and will
remain open for the longer of twenty Business Days or thirty
days.

Berkshire (or its subsidiary) will purchase any and all New
Senior Notes validly tendered, up to the $500 million aggregate
principal amount limit, and will pro rate among tendering
holders if the Tender Offer is oversubscribed, Berkshire,
together with its direct and indirect subsidiaries, has
agreed to retain ownership of all New Senior Notes received by
Berkshire pursuant to the Plan or purchased through the
Berkshire Tender Offer for a period of four years from the
Effective Date of the Plan. If Berkshire acquires New Senior
Notes in addition to those received by it on the Effective Date
of the Plan or purchased through the Tender Offer, Berkshire may
sell or otherwise dispose of any New Senior Notes it owns so
long as at all times during the 4 years after the Effective Date
it owns not less than the aggregate principal amount of New
Senior Notes that it received on the Effective Date pursuant to
the Plan and purchased through the Tender Offer. Berkshire's
agreement does not restrict Berkshire or any of its direct and
indirect subsidiaries from transferring New Senior Notes among
or between themselves.

After payment in full of the Berkadia Loan, making payments or
funding reserves required prior to making an interest payment on
the New Senior Notes, paying accrued interest on the New Senior
Notes and optional purchases of New Senior Notes in permitted
amounts, 95% of the remaining "available cash" will be used to
make semi-annual prepayments of principal on the New Senior
Notes and 5% will be used for distributions to and/or
repurchases of stock from FNV Group stockholders. The board of
directors of Reorganized FNV Group will adopt procedures in
connection with any non-pro rata purchase of FNV Group common
stock neither to prefer nor to discriminate against the Berkadia
Parties in any such purchases.

After payment in full of the outstanding principal of the New
Senior Notes, optional purchases of New Senior Notes in
permitted amounts, and payments to FNV Group common stockholders
in an aggregate amount equal to 5.263% of the aggregate
principal amount of New Senior Notes issued pursuant to the
Plan, 95% of any "available cash" will be used to pay Contingent
Interest to holders of New Senior Notes in an aggregate amount
of up to $100 million (as such amount may be reduced to reflect
a decrease in the principal amount of New Senior Notes
outstanding as a result of repurchases (but not prepayments or
repayments) by FNV Group) and 5% of such remaining "available
cash" will be used for distributions to and/or repurchase of
stock from FNV Group stockholders. Contingent Interest payments
will terminate 15 years after the Effective Date.

In addition, the Plan contemplates that, upon the Effective
Date, Berkadia will designate a majority of the Board of
Directors of Reorganized FNV Group as of the Effective Date,
that two members of the Board of Directors of Reorganized FNV
Group will be directors currently serving on FNV Group's Board
of Directors and that one member will be designated by the
creditors. Finally, the Plan contemplates that the Debtors'
businesses will be operated after the Effective Date under a
Management Services Agreement with Leucadia, pursuant to which
Leucadia will designate its employees to act as Chairman of the
Board and President of Reorganized FNV Group.

The steering committee composed of certain lenders to FNV
Capital pursuant to the Bank Credit Agreements contends that the
calculation of postpetition interest contained in Section
5.11(a) of the Plan should be calculated by using the Base Rates
as defined in the Bank Credit Agreements. The Debtors disagree
with this contention and the Plan provides otherwise.

The Debtors' post-confirmation business plan does not
contemplate any new business activities related to new
customers. While other activities may be initiated or undertaken
in the future, the main objective of the Debtors' post-
confirmation business plan is to maximize the value of their
portfolio through the orderly liquidation of the portfolio over
time.

The Pension Benefit Guaranty Corporation ("PBGC") is the United
States government agency that administers the mandatory
termination insurance program for defined benefit pension plans
under Title IV of the Employee Retirement Income Security Act
("ERISA"), 29 U.S.C. Sections 1301-1461 (1994 & Supp. IV 1998).
A defined benefit pension plan is one that provides an employee,
upon retirement, a fixed, periodic payment as determined by the
terms of the plan. See 29 U.S.C. Section 1002(35). The PBGC
guarantees the payment of certain pension benefits upon
termination of a defined benefit pension plan. See 29 U.S.C.
Sections 1321, 1322.

The Debtors established and maintain the Retirement Plan for
certain of their employees known as The FINOVA Group Inc.
Pension Plan. The Retirement Plan is covered by Title IV of
ERISA. The Debtors understand that they and all members of the
controlled group are obligated to contribute to the Retirement
Plan the amounts necessary to satisfy ERISA's minimum funding
standards, 29 U.S.C. Section 1082; 26 U.S.C. Section 412. In
addition, in the event of a termination of the Retirement Plan,
the Debtors and all members of the controlled group may be
jointly and severally liable for the unfunded benefit
liabilities of the Retirement Plan. See 29 U.S.C. Section
1362(a).

The Debtors intend to continue their liability as either the
contributing sponsors or controlled group members to fund the
Retirement Plan in accordance with the minimum funding standards
under ERISA, pay all required PBGC insurance premiums, and
comply with all applicable requirements of the Retirement Plan
and ERISA. The Debtors further understand that the Retirement
Plan may be terminated only if the statutory requirements of
either sections 4041 or 4042 of ERISA are met. 29 U.S.C.
Sections 1341, 1342. In addition, the Debtors' reorganization
proceedings, and in particular the Plan, the Confirmation Order
and section 1141 of the Bankruptcy Code, will not in any way be
construed as discharging, releasing or relieving the Debtors, or
any other party, in any capacity, from any liability with
respect to the Retirement Plan under any law, governmental
policy or regulatory provision. PBGC and the Retirement Plan
shall not be enjoined or precluded from enforcing such liability
as a result of any of the provisions of the Plan or the Plan's
confirmation.

            Classification and Treatment of Claims

Administrative  Except as described in the next paragraph, each
Claims          holder of an Allowed Administrative Claim
                 against any Debtor shall receive on the
                 Distribution Date, at the sole option of the
                 relevant Debtor, (a) payment of Cash in an
                 amount equal to the unpaid portion of such
                 Allowed Administrative Claim or (b) such other
                 treatment pursuant to written agreement;
                 provided, however that Allowed Administrative
                 Claims against a Debtor representing liabilities
                 incurred in the ordinary course of business
                 during the Chapter 11 Cases or liabilities
                 arising under loans or advances to or other
                 obligations incurred by the Debtors that were
                 authorized and approved by the Bankruptcy Court
                 will be paid and performed by the appropriate
                 Reorganized Debtor in the ordinary course of
                 business.

                 Any Person seeking an award by the Bankruptcy
                 Court of an Allowed Administrative Claim on
                 account of Professional Fees, services rendered,
                 or reimbursement of expenses incurred through
                 and including the Effective Date under sections
                 327, 328, 330, 331, 503(b) and 1103 of the
                 Bankruptcy Code, shall file a final application
                 for allowance of compensation for services
                 rendered and reimbursement of expenses incurred
                 through the Confirmation Date no later than
                 thirty days after the Effective Date (except to
                 the extent that such Person is an Ordinary
                 Course Professional, in which case the
                 procedures set forth in the Ordinary Course
                 Professional Order shall be followed).
                 Objections to final applications for payment of
                 Professional Fees must be filed no later than 60
                 days after the Confirmation Date. To the extent
                 that such an award is granted by the Bankruptcy
                 Court or allowed by the Ordinary Course
                 Professional Order, the requesting Person shall
                 receive, (1) payment on the Distribution Date of
                 Cash in an amount equal to the amount allowed by
                 the Bankruptcy Court or Ordinary Course
                 Professional Order, (ii) payment on such other
                 terms as may be mutually agreed upon by the
                 holder of the Allowed Administrative Claim and
                 the applicable Debtor or (iii) payment in
                 accordance with the terms of any applicable
                 administrative procedures order entered by the
                 Bankruptcy Court. All Professional Fees for
                 services rendered in connection with the Chapter
                 11 Cases and the Plan after the Confirmation
                 Date, including, without limitation, those
                 relating to the occurrence of the Effective
                 Date, the prosecution of causes of action
                 preserved hereunder and the resolution of
                 Disputed Claims, shall be paid by the applicable
                 Debtor upon receipt of an invoice therefor, or
                 on such other terms as such Debtor may agree to,
                 without the requirement of further Bankruptcy
                 Court authorization or entry of a Final Order.

Priority Tax    Each holder of an Allowed Priority Tax Claim
Claims          against a Debtor shall receive, at the sole
                 option of the relevant Debtor: (a) payment on
                 the Distribution Date of Cash in an amount equal
                 to the unpaid portion of such Allowed Priority
                 Tax Claim; (b)Cash payments over a period not
                 exceeding six years after the assessment of the
                 tax on which such Claim is based, totaling the
                 principal amount of such Claim plus simple
                 interest accruing from the Effective Date,
                 calculated at the effective interest rate for
                 90-day securities obligations issued by the
                 United States Treasury on the Effective Date or,
                 if no such securities were issued on the
                 Effective Date, on the date of issuance
                 immediately preceding the Effective Date; (c)
                 payment upon such other terms determined by the
                 Bankruptcy Court to provide the holder of such
                 Claim with deferred Cash payments having a
                 value, as of the Effective Date, equal to such
                 Claim; or (d) such other treatment agreed to by
                 the Allowed Priority Tax Claim holder and the
                 applicable Debtor.

FNV Group-1     On the Distribution Date, each holder of an
(Secured Claims)Allowed Claim in Class FNV Group-1 will
                 receive one of the following treatments, to be
                 determined at the sole option of FNV Group:
                 (1) Reinstatement of such Allowed Secured Claim,
                 (2) payment of Cash in an amount equal to the
                     unpaid portion of such Allowed Secured Claim
                     plus postpetition interest, with the lien to
                     be released upon payment,
                 (3) surrender by FNV Group of the asset subject
                     to the Lien of the holder of the Allowed
                     Secured Claim, or
                 (4) such other treatment upon mutual agreement
                     in writing.

                 FNV Group may elect to exercise a different
                 option.

FNV Group-2     On the Distribution Date, the Allowed Claims
(Other Priority in Class FNV Group-2 will
Claims)         (1) be Reinstated, provided, however; that
                     such treatment will be no less favorable
                     than that provided in section
                     1l29(a)(9)(B)(ii) of the Bankruptcy Code, or
                 (2) receive such other treatment upon mutual
                     agreement in writing.

FNV Group-3     On the Distribution Date,
(Group          (1) the Allowed Claims in Class FNV Group-3
Subordinated        will be satisfied by the treatment of
Debenture           the beneficial holders of claims in
Claims)             Class FNV Trust-5 (TOPrS Interests),
                     provided, however, that Allowed Claims
                     of the Indenture Trustees (including,
                     but not limited to, prepetition and
                     postpetition fees, costs, expenses,
                     indemnification, disbursements,
                     advances and reasonable compensation
                     or the Indenture Trustee's counsel)
                     will be paid in full in Cash on the
                     Distribution Date, and
                 (2) the Group Subordinated Debentures will
                     be cancelled.

FNV Group-4     On the Distribution Date, each holder
(General        will receive one of the following
Unsecured       treatments, to be determined at the
Claims)         sole option of FNV Group:
                 (1) payment of Cash in an amount equal to
                     the unpaid portion, without
                     postpetition interest, of such Allowed
                     General Unsecured Claim,
                 (2) Reinstatement of such Allowed General
                     Unsecured Claim, or
                 (3) such other treatment as mutually agreed
                     to in writing.

FNV Group-5     On the Distribution Date, each holder
(Convenience    will receive payment in full, without
Claim           postpetition interest, in Cash, not to
                 exceed $25,000, of such Allowed Convenience
                 Claim.

FNV Group-6     On and after the Distribution Date,
(Interests)     the legal, equitable and contractual rights
                 of holders of Allowed Interests in Class
                 FNV Group-6 shall remain in effect, subject
                 to the effects of:

                 (1) the issuance of Additional Group Common
                     Stock (x) to the Berkadia Parties, and
                     (y) to the holders of Allowed Equity
                     Securities Sec. 510(b) Claims in FNV
                     Group-1, if any,
                 (2) the issuance of New Group Preferred
                     Stock to the holders of Allowed Debt
                     Securities Sec. 510(b) Claims in Class
                     FNV Capital-5, if any, and
                 (3) the other terms and conditions of the
                     Plan, including cancellation of certain
                     options, warrants and rights.

FNV Group-7     On the Distribution Date, each holder
(Equity         of an Allowed Equity Securities Sec. 510(b)
Securities      Claim in Class FNV Group-7, if any, shall
Sec. 510(b)     receive a distribution by Reorganized FNV
Claims)         Group of Additional Group Common Stock
                 having a value, as determined by a Final
                 Order, equal to the holder's Pro Rata Share
                 of the Excess Amount with respect to all
                 Allowed Equity Securities Sec. 510(b)
                 Claims in Class FNV Group-7.

FNV Capital-1   On the Distribution Date, each holder
(Secured        of an Allowed Claim in Class FNV Capital-l
Claims)         shall receive one of the following
                 treatments, to be determined at the sole
                 option of FNV Capital:

                 (1) Reinstatement of such Allowed Secured
                     Claim,
                 (2) payment of Cash in an amount equal to
                     the unpaid portion of such Allowed
                     Secured Claim plus postpetition
                     interest, in which case the Lien
                     arising from such Allowed Secured Claim
                     shall be released upon payment,
                 (3) surrender by FNV Capital of the asset
                     subject to the Lien of the holder of
                     the Allowed Secured Claim, or
                 (4) such other treatment upon mutual
                     agreement in writing.

                 FNV Capital may elect to exercise a
                 different option for each asset subject to
                 the Lien of the holder of an Allowed
                 Secured Claim.

FNV Capital-2   On the Distribution Date, the Allowed (Other
Priority        Claims in Class FNV Capital-2 shall
Claims)         (1) be Reinstated, provided, however, that
                     such treatment shall be no less
                     favorable than that provided in section
                     1l29(a)(9)(B)(ii) of the Bankruptcy
                     Code, or
                 (2) receive such other treatment as upon
                     mutual agreement in writing.

FNV Capital-3   On the Distribution Date, each holder
(General        of an Allowed Claim in Class FNV Capital-3
Unsecured       shall receive a distribution, equal to the
Claims          full amount of such General Unsecured Claim
                 plus postpetition interest, composed of a
                 (1) Cash payment equal to 70% of the
                     principal amount of that General
                     Unsecured Claim (not including
                     prepetition or postpetition interest),
                 (2) a Cash payment equal to the amount of
                     accrued and unpaid prepetition and
                     postpetition interest on the General
                     Unsecured Claim, and
                 (3) New Senior Notes in the principal
                     amount of 30% of the principal amount
                     of that General Unsecured Claim (not
                     including prepetition or postpetition
                     interest), provided, however that
                     Allowed Claims of the Indenture
                     Trustees (including, but not limited
                     to, prepetition and postpetition fees,
                     costs, expenses, indemnification,
                     disbursements, advances and reasonable
                     compensation for the Indenture
                     Trustee's counsel) shall be paid in
                     full in Cash on the Distribution Date.

FNV Capital-4   On the Distribution Date, each holder
(Convenience    of an Allowed Claim in Class FNV
Claims)         Capital-4 shall receive payment in
                 full, without postpetition interest, in
                 Cash, not to exceed $25,000, of such
                 Allowed Convenience Claim.

FNV Capital-5   On the Distribution Date, each holder
(Debt           of an Allowed Debt Securities Sec.
510(b)
Securities      Sec. 510(b) Claim in Class FNV Capital-5,
Claims)         if any, shall receive a distribution
                 by Reorganized FNV Group of New Group
                 Preferred Stock having a value, as
                 determined by a Final Order, equal to
                 the holder's Pro Rata Share of the
                 Excess Amount with respect to all
                 Allowed Debt Securities Sec. 510(b)
                 Claims in Class FNV Capital-5.

FNV Capital-6   On the Distribution Date, the legal,
(Interests)     equitable and contractual rights of
                 holders of Allowed Interests in Class
                 FNV Capital-6 shall be Reinstated.

FNV Canada-1    On the Distribution Date, each holder
(Secured        of an Allowed Claim in Class FNV
Claims)         Canada-1 shall receive one of the
                 following treatments, to be determined
                 at the sole option of FNV Canada:
                 (1) Reinstatement of such Allowed
                     Secured Claim;
                 (2) payment of Cash in an amount equal
                     to the unpaid portion of such
                     Allowed Secured Claim plus
                     postpetition interest, in which
                     case, the Lien arising from such
                     Allowed Secured Claim shall be
                     released upon payment;
                 (3) surrender by FNV Canada of the
                     asset subject to the Lien of the
                     holder of the Allowed Secured
                     Claim, or
                 (4) such other treatment as to which
                     FNV Canada and such holder shall
                     have agreed upon in writing.
                     FNV Canada may elect to exercise a
                     different option for each asset
                     subject to the Lien of the holder of
                     an Allowed Secured Claim.

FNV Canada-2    On the Distribution Date, the Allowed
(Other Priority Claims in Class FNV Canada-2 shall
Claims)         (1) be Reinstated, provided, however,
                     that such treatment shall be no
                     less favorable than that provided
                     in section 1129(a)(9)(B)(ii) of
                     the Bankruptcy Code, or
                 (2) receive such other treatment as to
                     which FNV Canada and such holder
                     shall have agreed upon in writing.

FNV Canada-3    On the Distribution Date, each holder
(General        of an Allowed Claim in Class FNV
Unsecured       Canada-3 shall receive one of the
Claims)         following treatments, to be determined
                 at the sole option of FNV Canada:
                 (1) payment of Cash in an amount equal
                     to the unpaid portion of such
                     Allowed General Unsecured Claim
                     plus postpetition interest,
                 (2) except in the case of Bank Claims
                     against FNV Canada, Reinstatement
                     of such Allowed General Unsecured
                     Claim, or
                 (3) such other treatment as to which
                     FNV Canada and such holder shall
                     have agreed upon in writing.

FNV Canada-4    On the Distribution Date, the legal,
(Interests)     equitable and contractual rights of holders
                 of Allowed Interests in Class FNV Canada-4
                 shall be Reinstated.

FNV UK-1        On the Distribution Date, each holder of
(Secured        an Allowed Claim in Class FNV UK-1 shall
Claims)         receive one of the following treatments, to
                 be determined at the sole option of FNV UK:
                 (1) Reinstatement of such Allowed Secured
                     Claim;
                 (2) payment of Cash in an amount equal to
                     the unpaid portion of such Allowed
                     Secured Claim plus postpetition
                     interest, in which case, the Lien
                     arising from such Allowed Secured Claim
                     shall be released upon payment;
                 (3) surrender by FNV UK of the asset
                     subject to the Lien of the holder of
                     the Allowed Secured Claim, or
                 (4) such other treatment as to which FNV UK
                     and such holder shall have agreed upon
                     in writing.

                 FNV UK may elect to exercise a different
                 option for each asset subject to the Lien of
                 the holder of an Allowed Secured Claim.

FNV UK-2        On the Distribution Date, the Allowed
(Other Priority Claims in Class FNV UK-2 shall be
Claims)         (1) Reinstated, provided, however, that
                     such treatment shall be no less
                     favorable than that provided in section
                     1129(a)(9)(B)(ii) of the Bankruptcy
                     Code, or
                 (2) receive such other treatment as to
                     which FNV UK and such holder shall have
                     agreed upon in writing.

FNV UK-3           On the Distribution Date, each holder of
(General           an Allowed Claim in Class FNV UK-3 shall
Unsecured          receive one of the following treatments, to
Claims)            be determined at the sole option of FNV UK:
                     (1) payment of Cash in an amount equal to
                         the unpaid portion of such Allowed
                         General Unsecured Claim plus
                         postpetition interest,
                     (2) except in the case of Bank Claims
                         against FNV UK, Reinstatement of such
                         Allowed General Unsecured Claim, or
                     (3) such other treatment as to which FNV UK
                         and such holder shall have agreed upon
                         in writing.

FNV UK-4           On the Distribution Date, each holder of
(FNV Capital       an Allowed Claim in Class FNV UK-4 shall
Intercompany Loan) receive one of the following treatments, to
                     be determined at the sole option of FNV UK:
                     (1) payment of Cash in an amount equal to
                         the unpaid portion of the Claim plus
                         postpetition interest, or
                     (2) Reinstatement of the Claim.

FNV UK-5          On the Distribution Date, the legal,
(Interests)       equitable and contractual rights of holders
                    of Allowed Interests in Class FNV UK-5
                    shall be Reinstated.

FNV Loan-l        On the Distribution Date, each holder of
                    (Secured Claims) an Allowed Claim in Class
                    FNV Loan-1 shall receive one of the
                    following treatments, to be determined at
                    the sole option of FNV Loan:
                    (1) Reinstatement of such Allowed Secured
                        Claim;
                    (2) payment of Cash in an amount equal to
                        the unpaid portion of such Allowed
                        Secured Claim plus postpetition
                        interest, in which case, the Lien
                        arising from such Allowed Secured Claim
                        shall be released upon payment;
                    (3) surrender by FNV Loan of the asset
                        subject to the Lien of the holder of
                        the Allowed Secured Claim or
                    (4) such other treatment as to which FNV
                        Loan and such holder shall have agreed
                        upon in writing.

                    FNV Loan may elect to exercise a different
                    option for each asset subject to the Lien
                    of the holder of an Allowed Secured Claim.

FNV Loan-2        On the Distribution Date, the Allowed
(Other Priority   Claims in Class FNV Loan-2 shall
Claims)           (1) be Reinstated, provided, however; that
                        such treatment shall be no less
                        favorable than that provided in section
                        1129(a)(9)(B)(ii) of the Bankruptcy
                        Code, or
                    (2) receive such other treatment as to
                        which FNV Loan and such holder shall
                        have agreed upon in writing.

FNV Loan-3        On the Distribution Date, each holder of
(General          an Allowed Claim in Class FNV Loan-3
Unsecured         shall receive one of the following
Claims)           treatments, to be determined at the sole
                    option of FNV Loan:
                    (1) payment of Cash in an amount equal to
                        the unpaid portion, without
                        postpetition interest, of such Allowed
                        General Unsecured Claim,
                    (2) Reinstatement of such Allowed General
                        Unsecured Claim or
                    (3) such other treatment as to which FNV
                        Loan and such holder shall have agreed
                        upon in writing.

FNV Loan-4        On the Distribution Date, each holder of
(Convenience      an Allowed Claim in Class FNV Loan-4
Claims)           shall receive payment in full, without
                    postpetition interest, in Cash, not to
                    exceed $25,000, of such Allowed Convenience
                    Claim.

FNV Loan-5        On the Distribution Date, the legal,
(Interests)       equitable and contractual rights of holders
                    of Allowed Interests in Class FNV Loan-5
                    shall be Reinstated.

FNV Mezzanine-1   On the Distribution Date, each holder of
(Secured Claims)  an Allowed Claim in Class FNV Mezzanine-1
                    shall receive one of the following
                    treatments, to be determined at the sole
                    option of FNV Mezzanine:
                    (1) Reinstatement of such Allowed Secured
                        Claim;
                    (2) payment of Cash in an amount equal to
                        the unpaid portion of such Allowed
                        Secured Claim plus postpetition
                        interest, in which case, the Lien
                        arising from such Allowed Secured Claim
                        shall be released upon payment;
                    (3) surrender by FNV Mezzanine of the asset
                        subject to the Lien of the holder of
                        the Allowed Secured Claim or
                    (4) such other treatment as to which FNV
                        Mezzanine and such holder shall have
                        agreed upon in writing.

                     FNV Mezzanine may elect to exercise a
                     different option for each asset subject to
                     the Lien of the holder of an Allowed
                     Secured Claim.

FNV Mezzanine-2 On the Distribution Date, the Allowed
(Other Priority Claims  in Class FNV Mezzanine-2 shall
Claims)         (1) be Reinstated, provided, however; that
                     such treatment shall be no less
                     favorable than that provided in section
                     1129(a)(9)(B)(ii) of the Bankruptcy
                     Code, or
                 (2) receive such other treatment as to
                     which FNV Mezzanine and such holder
                     shall have agreed upon in writing.

FNV Mezzanine-3 On the Distribution Date, each holder of
(General        an Allowed Claim in Class FNV Mezzanine-3
Unsecured       shall receive one of the following
Claims)         treatments, to be determined at the sole
                 option of FNV Mezzanine:
                 (1) payment of Cash in an amount equal to
                     the unpaid portion, without
                     postpetition interest, of such Allowed
                     General Unsecured Claim;
                 (2) Reinstatement of such Allowed General
                     Unsecured Claim or
                 (3) such other treatment as to which FNV
                     Mezzanine and such holder shall have
                     agreed upon in writing.

FNV Mezzanine-4 On the Distribution Date, each holder of
(Convenience    an Allowed Claim in Class FNV Mezzanine-4
Claims)         shall receive payment in full, without
                 postpetition interest, in Cash, not to
                 exceed $25,000, of such Allowed Convenience
                 Claim.

FNV Mezzanine-5 On the Distribution Date, the legal,
(Interests)     equitable and contractual rights of holders
                 of Allowed Interests in Class FNV
                 Mezzanine-5 shall remain in effect, subject
                 to the effect of the issuance of Additional
                 Mezzanine Common Stock to holders of
                 Allowed Equity Securities Sec. 510(b)
                 Claims in Class FNV Mezzanine-6, if any.

FNV Mezzanine-6 On the Distribution Date, each holder of
(Equity         an Allowed Equity Securities Sec. 510(b)
Securities      Claim in Class FNV Mezzanine-6, if any,
Sec. 510        shall receive a distribution of Additional
Claims)         Mezzanine Common Stock having a value, as
                 determined by a Final Order, equal to the
                 holder's Pro Rata Share of the Excess
                 Amount with respect to all Allowed Equity
                 Securities Sec. 510(b) Claims in Class FNV
                 Mezzanine-6.

FNV Portfolio-1 On the Distribution Date, each holder of
(Secured Claims) an Allowed Claim in Class FNV Portfolio-1
                 shall receive one of the following
                 treatments, to be determined at the sole
                 option of FNV Portfolio:
                 (1) Reinstatement of such Allowed Secured
                     Claim;
                 (2) payment of Cash in an amount equal to
                     the unpaid portion of such Allowed
                     Secured Claim plus postpetition
                     interest, in which case, the Lien
                     arising from such Allowed Secured Claim
                     shall be released upon payment;
                 (3) surrender by FNV Portfolio of the asset
                     subject to the Lien of the holder of
                     the Allowed Secured Claim or
                 (4) such other treatment as to which FNV
                     Portfolio and such holder shall have
                     agreed upon in writing.

                 FNV Portfolio may elect to exercise a
                 different option for each asset subject to
                 the Lien of the holder of an Allowed
                 Secured Claim.

FNV Portfolio-2 On the Distribution Date, the Allowed
(Other Priority Claims in Class FNV Portfolio-2 shall
Claims)         (1) be Reinstated, provided, however; that
                     such treatment shall be no less
                     favorable than that provided in section
                     1129(a)(9)(B)(ii) of the Bankruptcy
                     Code, or
                 (2) receive such other treatment as to
                     which FNV Portfolio and such holder
                     shall have agreed upon in writing.

FNV Portfolio-3 On the Distribution Date, each holder of
(General        an Allowed Claim in Class FNV Portfolio-3
Unsecured       shall receive one of the following
Claims)         treatments, to be determined at the sole
                 option of FNV Portfolio:
                 (1) payment of Cash in an amount equal to
                     the unpaid portion, without
                     postpetition interest, of such Allowed
                     General Unsecured Claim;
                 (2) Reinstatement of such Allowed General
                     Unsecured Claim or
                 (3) such other treatment as to which FNV
                     Portfolio and such holder shall have
                     agreed upon in writing.

FNV Portfolio-4 On the Distribution Date, each holder of
(Convenience    an Allowed Claim in Class FNV Portfolio-4
Claims)         shall receive payment in full, without
                 postpetition interest, in Cash, not to
                 exceed $25,000, of such Allowed Convenience
                 Claim.

FNV Portfolio-5 On the Distribution Date, the legal,
(Interests)     equitable and contractual rights of holders
                 of Allowed Interests in Class FNV
                 Portfolio-5 shall be Reinstated.

FNV Technology-1 On the Distribution Date, each holder of
(Secured Claims) an Allowed Claim in Class FNV Technology-l
                 shall receive one of the following
                 treatments, to be determined at the sole
                 option of FNV Technology:
                 (1) Reinstatement of such Allowed Secured
                     Claim;
                 (2) payment of Cash in an amount equal to
                     the unpaid portion of such Allowed
                     Secured Claim plus postpetition
                     interest, in which case, the Lien
                     arising from such Allowed Secured Claim
                     shall be released upon payment;
                 (3) surrender by FNV Technology of the
                     asset subject to the Lien of the holder
                     of the Allowed Secured Claim or
                 (4) such other treatment as to which FNV
                     Technology and such holder shall have
                     agreed upon in writing.

                 FNV Technology may elect to exercise a
                 different option for each asset subject to
                 the Lien of the holder of an Allowed
                 Secured Claim.

FNV Technology-2 On the Distribution Date, the Allowed
(Other Priority  Claims in Class FNV Technology-2 shall
Claims)         (1) be Reinstated, provided, however; that
                     such treatment shall be no less
                     favorable than that provided in section
                     1l29(a)(9)(B)(ii) of the Bankruptcy
                     Code, or
                 (2) receive such other treatment as to
                     which FNV Technology and such holder
                     shall have agreed upon in writing.

FNV Technology-3 On the Distribution Date, each holder of
(General        an Allowed Claim in Class FNV Technology-3
Unsecured       shall receive one of the following
Claims)         treatments, to be determined at the sole
                 option of FNV Technology:
                 (1) payment of Cash in an amount equal to
                     the unpaid portion, without
                     postpetition interest, of such Allowed
                     General Unsecured Claim;
                 (2) Reinstatement of such Allowed General
                     Unsecured Claim or
                 (3) such other treatment as to which FNV
                     Technology and such holder shall have
                     agreed upon in writing.

FNV Technology-4 On the Distribution Date, each holder of
(Convenience    an Allowed Claim in Class FNV Technology-4
Claims)         shall receive payment in full, without
                 postpetition interest, in Cash, not to
                 exceed $25,000, of such Allowed Convenience
                 Claim.

FNV Technology-5 On the Distribution Date, the legal,
(Interests)     equitable and contractual rights of holders
                 of Allowed Interests in Class FNV
                 Technology-5 shall be Reinstated.

FNV Trust-1     On the Distribution Date, each holder of
(Secured Claims) an Allowed Claim in Class FNV Trust-1 shall
                 receive one of the following treatments, to
                 be determined at the sole option of FNV
                 Trust:
                 (1) payment of Cash in an amount equal to
                     the unpaid portion of such Allowed
                     Secured Claim plus postpetition
                     interest, in which case, the Lien
                     arising from such Allowed Secured Claim
                     shall be released upon payment;
                 (2) surrender by FNV Trust of the asset
                     subject to the Lien of the holder of
                     the Allowed Secured Claim or
                 (3) such other treatment as to which FNV
                     Trust and such holder shall have agreed
                     upon in writing.

                 FNV Trust may elect to exercise a different
                 option for each asset subject to the Lien
                 of the holder of an Allowed Secured Claim.

FNV Trust-2     On the Distribution Date, the Allowed
(Other Priority Claims in Class FNV Trust-2 shall
Claims)         (1) be Reinstated, provided, however; that
                     such treatment shall be no less
                     favorable than that provided in section
                     1129(a)(9)(B)(ii) of the Bankruptcy
                     Code, or
                 (2) receive such other treatment as to
                     which FNV Trust and such holder shall
                     have agreed upon in writing.

FNV Trust-3     On the Distribution Date, each holder of
(General        an Allowed Claim in Class FNV Trust-3
Unsecured       shall receive one of the following
Claims)         treatments, to be determined at the sole
                 option of ENY Trust:
                 (1) payment of Cash in an amount equal to
                     the unpaid portion, without
                     postpetition interest, of such Allowed
                     General Unsecured Claim or
                 (2) such other treatment as to which FNV
                     Trust and such holder shall have agreed
                     upon in writing.

FNV Trust-4     On the Distribution Date, holders of
(Convenience    Allowed Claims in Class FNV Trust-4 shall
Claims)         receive payment in full, without
                 postpetition interest, in Cash, not to
                 exceed $25,000, of such Allowed Convenience
                 Claim.

FNV Trust-5     On the Distribution Date, each holder of
TOPrS           an Allowed Interest in Class FNV Trust-5
Interests       shall receive a distribution composed of
                 (1) a Cash payment equal to 52.5% of the
                     liquidation preference attributable to
                     such Allowed Interest (not including
                     prepetition or postpetition dividends),
                 (2) a Cash payment equal to 75% of the
                     amount of accrued and unpaid
                     prepetition and postpetition dividends
                     attributable to such Allowed Interest
                     and
                 (3) New Senior Notes in the principal
                     amount of 22.5% of the liquidation
                     preference attributable to such Allowed
                     Interest (not including prepetition or
                     postpetition dividends) provided,
                     however, that Allowed Claims of the
                     Indenture Trustees (including, but not
                     limited to, prepetition and
                     postpetition fees, costs, expenses,
                     indemnification, disbursements,
                     advances and reasonable compensation
                     for the Indenture Trustee's counsel)
                     shall be paid in full in Cash on the
                     Distribution Date.

FNV Trust-6     On the Distribution Date, the legal,
(Interests)     equitable and contractual rights of holders
                 of Allowed Interests in Class FNV Trust-6
                 shall be cancelled. Holders of Allowed
                 Interests in Class FNV Trust-6 shall
                 receive any property of the Estate of FNV
                 Trust remaining after payment of all other
                 classes of Claims against and TOPrS
                 Interests in FNV Trust; provided, however;
                 that any Group Subordinated Debentures that
                 otherwise would be distributed to FNV Group
                 hereunder shall be cancelled.

                   Voting on the Plan

Although the Plan is one document, it is structured as a
separate plan of reorganization for each of the nine Debtors.

Pursuant to the provisions of the Bankruptcy Code, only holders
of Claims and Interests in the following Classes, as defined in
the Plan, (the "Voting Classes") are impaired and entitled to
vote on the Plan (section references below are references to the
Plan):

       FNV Group:
           Group Subordinated Debenture Claims
           General Unsecured Claims
           Convenience Claims
           Interests
           Equity Securities Section 510(b) Claims

       FNV Capital
           General Unsecured Claims
           Convenience Claims
           Debt Securities Section 510(b) Claims

       FNV Canada:
           None

       FNV UK:
           None

       FNV Loan:
           General Unsecured Claims
           Convenience Claims

       FNV Mezzanine:
           General Unsecured Claims
           Convenience Claims
           Interests
           Equity Securities Section 510(b) Claims

       FNV Portfolio:
           General Unsecured Claims
           Convenience Claims

       FNV Technology:
           General Unsecured Claims
           Convenience Claims

       FNV Trust:
           General Unsecured Claims
           Convenience Claims
           TOPrS Interests
           Interests

Holders of Claims and Interests in the following Classes are not
entitled to vote on the Plan and are deemed to have accepted the
Plan because their Claims are not impaired by the Plan:

       FNV Group:
           Secured Claims
           Other Priority Claims

       FNV Capital:
           Secured Claims
           Other Priority Claims
           Interests

       FNV Canada:
           Secured Claims
           Other Priority Claims
           General Unsecured Claims
           Interests

       FNV UK:
           Secured Claims
           Other Priority Claims
           General Unsecured Claims
           FNV Capital Intercompany Loan
           Interests

       FNV Loan:
           Secured Claims
           Other Priority Claims
           Interests

       FNV Mezzanine:
           Secured Claims
           Other Priority Claims

       FNV Portfolio:
           Secured Claims
           Other Priority Claims
           Interests

       FNV Technology:
           Secured Claims
           Other Priority Claims
           Interests

       FNV Trust:
           Secured Claims
           Other Priority Claims

Only holders of Allowed Claims or Allowed Interests in the
Voting Classes are entitled to vote on the Plan.

A Disputed Claim or Interest that is not Allowed is not entitled
to vote unless and until either

(1) the dispute is determined, resolved or adjudicated in the
     Bankruptcy Court or another court of competent jurisdiction
     orpursuant to agreement with the Debtors or

(2) the Bankruptcy Court deems the Disputed Claim or Interest to
     be an Allowed Claim or Allowed Interest on a provisional
     basis, for purposes of voting on the Plan.

Holders of Claims and Interests in the voting classes may vote
on the Plan only if they are holders as of the Voting Record
Date. The "Voting Record Date" is June 13, 2001. (Finova
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLORIMEX USA: Chapter 11 Case Summary & List of Creditors
---------------------------------------------------------
Debtor: Florimex USA, Inc.
         1500 N.W. 95th Avenue
         Miami, FL 33172

Debtor affiliates filing chapter 11 petitions on April 2,
2001(Case No. 01-1230):

         U.S.A. Floral Products, Inc.
         ASG Acquisition Corp.
         CFL Acquisition Corp.
         Channel Islands Floral, Inc.
         Petals Distributing, Inc.
         Rose City Floral, Inc.
         CFX, Inc.
         EFI Acquisition Corp.
         EFM Acquisition Corp.
         EFTA Acquisition Corp.
         FloraMark, Inc.
         Flower Trading Corporation
         H&H Flowers, Inc.
         Maxima Farms, Inc.
         Monterey Bay Bouquet, Inc.
         Sandlake Farms, Inc.
         XL Group, Inc.

Chapter 11 Petition Date: July 26, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-02509

Judge: Honorable Mary F. Walrath

Debtor's Counsel: William P. Bowden, Esq.
                   Ashby & Geddes
                   222 Delaware Avenue
                   17th Floor
                   PO Box 1150
                   Wilmington, DE 19899
                   (302) 654-1888

                       and

                   Richard L. Wasserman, Esq.
                   David E. Rice, Esq.
                   Venable, Baetjer and Howard, LLP
                   1800 Mercantile Bank & Trust Building
                   2 Hopkins Plaza
                   Baltimore, MD 21201
                   (410)244-7400

Estimated Assets: $1-10 Million

Estimated Debts: More than $100 Million

Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Bankers Trust Company,        Bank Group- Agent   Approximately
as Agent for Prepetition       (Unsecured)         $164,000,000
Lenders
130 Liberty Street
New York, NY 10006
Contact: David Bell
212-250-9048

USA Floral Products           Intercompany         $313,020
Holding GmbH
Ostendstr. 132
90482 Numberg
Germany


FRIEDE GOLDMAN: Court Okays Rejection of 2 Petrodrill Contracts
---------------------------------------------------------------
Friede Goldman Halter, Inc. (OTCBB: FGHLQ), announced that the
bankruptcy court has officially rejected the Petrodrill
contracts. On June 12, FGH filed a motion with the bankruptcy
court to reject the two contracts for the construction of the
two "Amethyst" offshore drilling rigs for Petrodrill, a
Brazilian company. These highly unprofitable contracts caused
substantial losses to the Company, and were one of the two key
influences in conjunction with the losses suffered on the Ocean
Rig Bingo program which led to the Company's decision to file
Chapter 11. By virtue of this order, the Company's contractual
obligations on this project are terminated.

Unsuccessful negotiations for the terms of completion of these
two unprofitable contracts with Petrodrill and the surety,
Fireman's Fund Insurance Company, a wholly owned subsidiary of
the German insurance company Allianz, led to the filing of this
rejection motion.

According to John Alford, president and chief executive officer
of FGH, "We are pursuing alternatives with Petrodrill to help
them finish these rigs. We are not opposed to alternatives that
may be offered which would help them finish this project.
Earlier this year, we were successful in reaching an
agreement to assist Ocean Rig, ASA in the completion of their
rigs."

Friede Goldman Halter continues to work towards profitability
and has been signing contracts with long-time customers on a
regular basis.

Friede Goldman Halter designs and manufactures equipment for the
maritime and offshore energy industries. Its operating units are
Friede Goldman Offshore (construction, upgrade and repair of
drilling units, mobile production units and offshore
construction equipment), Halter Marine (construction of ocean-
going vessels for commercial and governmental markets), FGH
Engineered Products Group (design and manufacture of cranes,
winches, mooring systems and marine deck equipment), and Friede
& Goldman Ltd. (naval architecture and marine engineering).


IMPERIAL SUGAR: Toyota Moves To Compel Assumption of Leases
-----------------------------------------------------------
Toyota Motor Credit Corporation, appearing through Robert T.
Aulgur, Jr., of Whittington & Aulgur of Odessa, Delaware, asks
Judge Robinson to set a date by which the Imperial Sugar Company
must assume or reject certain vehicles leases, or in the
alternative, to terminate the stay to permit recovery of the
forklifts.  Toyota is in the motor vehicle manufacturing and
leasing business.  Toyota Motors entered into leases whereby
Toyota leases 53 forklifts to the Debtors.  The leases require
monthly payments by the Debtors as rent for the forklifts.  Mr.
Aulgur tells Judge Robinson that over $30,000 of accrued rent
for the forklifts is in default.

In each of 15 accounts, there are late fees additionally owed.
The leases provide that, at maturity, the forklifts are to be
returned to Toyota. The leases also require that the Debtors
maintain insurance on the forklifts and provide Toyota with
evidence of that insurance.

The leases are full service maintenance agreements which require
the Debtors to make the forklifts available for inspection and
servicing by Toyota until the return of the forklifts to Toyota
at the end of the lease term.  Toyota has been unable to inspect
and service the forklifts since the Petition Date.

By this Motion, Toyota requests that the Court set a July date
by which the Debtors must decide to assume or reject these
forklift leases, communicate that decision to Toyota in such a
manner that Toyota receives actual notice of the substance of
the Debtors' decision no later than the end of Toyota's business
hours on the same date, and promptly file with this court a
motion for the approval of the assumption or rejection.

It is appropriate for the Debtor to make a determination of
whether they will assume or reject these leases in July 2001
because Toyota will suffer economic harm that cannot be
safeguarded, and the potential injury to Toyota outweighs the
Debtors' interests in utilizing the forklifts.

Forklifts are maintenance-sensitive, Mr. Aulgur tells Judge
Robinson. If regular maintenance is not performed in accordance
with Toyota's schedule of hourly usage and monthly maintenance,
the forklifts quickly depreciate in real value and are subject
to ruin.  Since the Debtors commenced these chapter 11 cases,
Toyota has been unable to inspect and service the forklifts as
necessary to keep them in good operating condition and preserve
the forklifts' value during the lease. Therefore, Toyota's
interest in the forklifts is not adequately protected.  Any
interest the Debtors have in utilizing the forklifts cannot
outweigh the potential injury to Toyota if the Debtor is
permitted to delay its decision to assume or reject the leases.

In the alternative, Toyota asks that Judge Robinson terminate
the automatic stay of creditor action to permit Toyota to
recover the forklifts.  Arguing that the lack of maintenance,
the Debtors' failure to pay postpetition payments, to permit
inspection of the forklifts, and to provide evidence of
insurance coverage are in themselves sufficient grounds, Toyota
also says that the Debtors have no equity in the forklifts and
do not need them to effectively rehabilitate in these cases.
(Imperial Sugar Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Suntrust Urges Payment of Village Square Rent
----------------------------------------------------------------
One of the eleven facilities included in the Integrated Health
Services, Inc.'s motion on lease rejection, the Village Square
Nursing Home, is under receivership, allegedly due to a default
by Village Square of its obligations under Bond Documents
relating to financing and leasing arrangements for the facility.
SunTrust Bank, as Trustee of the Trust Indenture relating to
such arrangement, has commenced the foreclosure action in
Ashtabula County, Ohio.  IHS Acquisition No. 151, Inc. is the
ultimate assignee of the lease and IHS is the guarantor for the
lessee's full and timely payment and performance to Village
Square under the Lease.

In this motion, SunTrust Bank seeks the Court's order

(1)  compelling immediate payment of post-petition rent by the
      Debtors, and

(2)  requiring the Debtors to pay all lease payments due or
      become due under the Lease following the appointment of the
      Receiver direct to the Receiver, instead of to Village
      Square until such time that the Lease is properly assumed
      or rejected.

             Financing and Leasing of the Facility

The Trust Indenture relates to certain Series 1985 Bonds the
proceeds of which were loaned to Village Square Nursing Center,
Inc., an Ohio corporation ("Village Square"), to refinance the
costs of the acquisition, construction and equipping of a 50-bed
commercial nursing home facility within the Village of Orwell,
Ashtabula County, Ohio (the "Nursing Home"). The Series 1985
Bonds refinanced obligations under certain series 1980 bonds
issued in an original principal amount of $1,200,000 in
connection with defraying costs of the Nursing Home (the
"Refunded Bonds"). The Issuer and Village Square entered into a
Loan Agreement dated as of December 1, 1985, which governs the
repayment obligations relating to the loaned proceeds of the
Series 1985 Bonds. The Issuer has assigned its interests under
the Loan Agreement to the Trustee under the Trust Indenture.

Pursuant to the terms of an Open-End Mortgage and Security
Agreement by and between Village Square and the Trustee dated as
of December 1, 1985 (the "Mortgage and Assignment of Rents"),
and to secure its obligations under the Loan Agreement, Village
Square granted to the Trustee a security interest in and lien
upon the Nursing Home including, without limitation, all
buildings and other improvements, fixtures, furnishings,
machinery, inventory and equipment necessary for the operation
of the Nursing Home, the rents under leases relating to the
Nursing Home, all of Village Square's right, title and interests
in and to its assets, and all of the proceeds of all of the
foregoing. (the Trust Indenture, Loan Agreement, and Mortgage
and Assignment of Rents are collectively referred to as the
"Bond Documents").

Village Square originally leased the Nursing Home to Health
Enterprises of America, Inc. pursuant to an Indenture of Lease
dated September 1, 1982. The Indenture of Lease was amended by a
Lease Amendment Agreement dated as of May 31, 1987 (the "Lease
Amendment"), and was further modified pursuant to a Modification
of Indenture of Lease dated as of August 31, 1992 (the
"Modification of Lease"). (The Indenture of Lease, amended and
modified, was subsequently assigned to Horizon Healthcare
Corporation which in turn assigned the Lease to IHS Acquisition
No. 151, Inc. Integrated Health Services, Inc. then entered into
a Guaranty absolutely and unconditionally guaranteeing the full
and timely payment and performance to Village Square of all of
the obligations and indebtedness of the Lessee under the Lease.

Pursuant to the terms of the Bond Documents, Village Square is
required to make payments directly to the Trustee, for
application pursuant to the terms of the Trust Indenture.

On May 14, 2001, the State Court entered the "Order Appointing
Receiver" appointing Wrabel & Company, Thomas J. Wrabel, CPA, as
Receiver. Pursuant to this, the Receiver is to receive all rents
due or to become due under any lease affecting the Nursing Home
property.

The Trustee has perfected its interest in the rents being paid
and to be paid by the Debtors pursuant to the terms of the
Lease.

The Debtors were informed by the Notification of their
obligation to make all future payments of rentals due under the
Lease to the Receiver.

However, the Trustee is informed by the Receiver that the Lessee
has failed and continues to fail to make such payments as
directed.  The Trustee is also informed that, since being
notified of the Receiver's appointment, the Debtors may have
made the lease payment due June 1, 2001 to Village Square in the
amount of $16,500.00.  In any event, the June 1, 2001 payment
was not made to the Receiver. Any payments being made to Village
Square following appointment of the Receiver are ineffectual,
SunTrust tells the Court, the Trustee asserts. (Integrated
Health Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INT'L UTILITY: Moody's Cuts Ratings, Changes Outlook To Negative
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings for
International Utility Structures Inc. (IUSI) as it has become
obvious that the company's reduced size, following last year's
sale of the Union Metal Group, will not allow it to support its
current debt load. Last August, IUSI sold its Union Metal Group,
a manufacturer of metal poles and support structures for traffic
and lighting purposes for $65 million.

The outlook has been changed to negative while approximately $65
million of debt securities are affected. The ratings affected
are as follows:

     * $35.5 million of 10.75% senior subordinated notes, due
       2008, to Ca from Caa1,

     * $29.1 million of 13% senior exchangeable preferred shares
       to "c" from "caa", and the rating was withdrawn,

     * senior implied rating to Caa2 from B3, and

     * senior unsecured issuer rating was lowered to Caa3 from B3

The downgrades, Moody's said, reflect IUSI's weak cash flow and
excessive debt.

However, Moody's said that prospects for the company's sales of
utility support structures are improving, being driven by
stronger orders for heavier distribution and light duty
transmission structures. While a positive trend, Moody's does
not expect that these developments will have a major impact on
IUSI's free cash flow in the near-term, the rating agency added.

International Utility Structures Inc., headquartered in Calgary,
Alberta is a manufacturer and marketer of metal overhead
lighting, powerline, and telecommunications support structures


IRIDIUM: Creditors' Committee Sues Motorola for Billions
--------------------------------------------------------
The Statutory Committee of Unsecured Creditors of Iridium
Operating LLC, Iridium Capital Corp., Iridium IP LLC, Iridium
LLC, Iridium Roaming LLC and Iridium (Potomac) LLC, is looking
to recover billions of dollars from Motorola, Inc. (NYSE:MOT).
A judgment for more than $8 billion, the Committee suggests,
will be sufficient to compensate Iridium creditors for
Motorola's "wrongful conduct . . . which conceived,
orchestrated, directed, and controlled Iridium," in its multiple
roles as "shareholder, supplier, financier, controller of its
board, as well as the developer of Iridium's business model, and
creator of the IRIDIUM System," until the space-based satellite
communications system collapsed.  A full-text copy of the
Committee's 42-page Complaint can be obtained at
https://www.researcharchives.com/bin/download?id=010726194318

The lawsuit, Greg A. Danilow, Esq., Weil, Gotshal & Manges LLP,
explains, outlines a multi-billion dollar scheme devised and
orchestrated by Motorola and its executives to use a spun-off
subsidiary as a vehicle to raise billions of dollars in the
public and private investment markets in order to:

    (A) fund the development and creation of the IRIDIUM
        System while at the same time allowing Motorola to
        develop for itself technology (in the form of
        designs and patents) to be used in the development
        of other similar satellite based systems from
        which only Motorola would derive economic
        benefits;

    (B) generate billions of dollars of revenue for
        Motorola derived from non-arm's length contracts
        made with Iridium while it was a subsidiary of
        Motorola pursuant to which Motorola would build
        and maintain the IRIDIUM System and develop
        satellite phones to be sold to customers of the
        IRIDIUM System or to customers of other competing
        satellite systems once Motorola had developed the
        technology; and

    (C) attempt through the corporate structure of Iridium
        to insulate Motorola from the perceived
        substantial liability exposure in the event that
        the subsidiary failed to achieve the wholly
        unrealistic business plan formulated by Motorola
        and in the event that the Motorola derived and
        conceived IRIDIUM System failed (as it did) to
        perform up to commercially acceptable standards of
        operation.

To accomplish this scheme, the Committee contends, Motorola
created Iridium as a subsidiary and thereafter spun it off.
Prior to the spin-off, and while Iridium was still its wholly
owned subsidiary, Motorola executed with Iridium a series of
one-sided, commercially unreasonable contracts, extremely
lucrative to Motorola and grossly unfair to Iridium. Motorola
intentionally structured its contracts with Iridium so that,
although Iridium paid all of the development costs, Motorola
would own the most valuable assets of the IRIDIUM System,
including the computer software that runs the entire system and
is the blueprint and building block for future satellite systems
that Motorola planned to and did develop for its own economic
benefit without having to expend the substantial start-up costs
associated with such development. In addition, these contracts,
which Motorola in essence negotiated with itself, provided
Motorola with excessive profits while saddling Iridium with
exorbitant costs.

Having put in place the contracts which gave Motorola the
ability to control and dominate Iridium and provided absolutely
no leverage to Iridium, Motorola maintained its domination and
control of Iridium at all relevant times after the spin-off
through (i) the economic leverage and dependence created by the
contracts entered into between Motorola and Iridium before the
spin off, (ii) its domination of the Iridium Board and its
committees after the spin-off, (iii) its issuance of bank
guarantees (in exchange for onerous covenants which further
enhanced Motorola's power over Iridium and limited Iridium's
ability to act without Motorola's permission) so that Iridium
could use loan proceeds to pay Motorola as it developed the
IRIDIUM System, (iv) installing Motorola senior executives as
Iridium's directors and key executives and removing those
executives when they no longer served Motorola's purposes, (v)
arranging to own or have a substantial interest in the
"Gateways" (the ground links to the satellite system which would
sell the service to the public) that were projected to generate
40% of the subscribers and revenues and whose representatives
served on the Board, (vi) requiring the owners of the other
Gateways to contract with Motorola to have it provide the
hardware and software to build these ground facilities, and
(vii) lending the Gateways millions of dollars of funding in
order to build the ground facilities, thus effectively making
all Gateways beholden to Motorola and totally dependent on
Motorola for the development of the IRIDIUM System. Through
these mechanisms, Motorola had the power to and did dominate and
control Iridium with respect to all facets of Iridium's
operations.

Motorola dominated and controlled Iridium and caused Iridium to
sell securities to the public and in private offerings for the
benefit of Motorola, in order to obtain funds which were then
immediately forwarded to Motorola. Between 1997 and 1998,
Iridium, acting under the domination and control of and for the
benefit of Motorola, sold approximately $1.4 billion
of debt securities. Of the $1.38 billion "received" by Iridium
(i.e., net proceeds after offering expenses), nearly all went to
benefit Motorola; approximately $905 million in direct payments
from Iridium to Motorola and $475 million to reduce Motorola's
contractual liability for Iridium's debts.

Despite knowing that Iridium was severely undercapitalized, and
would be unable to generate revenues to pay the principal amount
of the $1.4 billion debentures by 2005, Motorola caused Iridium
to induce investors into financing the building of the IRIDIUM
System so that Motorola could derive billions of dollars in
revenue and develop for its own use what Motorola hoped to be
cutting edge satellite technology. Thus, Motorola used Iridium
as a research and development tool in order to develop
Motorola's expertise in building satellite systems so that
Motorola's newly found expertise could be marketed for its
benefit to others. As a result of Motorola's development of the
IRIDIUM System, Motorola was chosen as the primary contractor to
build a planned $9 billion satellite system for Teledesic,
described as one of the largest fixed-price contracts ever.
Motorola subsequently lost that contract when word of the severe
performance problems of the IRIDIUM System became known (e.g.,
poor voice quality, the inability to maintain a phone call for
longer than a few minutes).

Prior to the Teledesic announcement, Motorola had planned to use
the patented technology developed in creating the IRIDIUM System
for its own benefit in preparing to build a similarly satellite-
based communication system named CELESTRI. The CELESTRI System,
like Teledesic, was to used to facilitate the transfer of
internet information at high speed. Although the Space System
Contract between Motorola and Iridium contained a non-compete
provision that prevented Motorola from producing a satellite-
based global communications system similar to the Iridium System
without Iridium's written consent, and despite the fact that no
written consent was ever provided, Motorola developed the
CELESTRI concept and sold that concept to Teledesic in return
for an equity interest in Teledesic. Because it controlled the
senior management and board of directors of Iridium, Motorola's
wrongful actions in breaching the non-compete provision were
never challenged by Iridium.

Motorola also wrongfully favored its own interests in keeping
for itself the FCC licenses that permit the IRIDIUM System to
operate in the United States. Although Iridium was contractually
entitled to the FCC licenses under its Space System Contract
with Motorola, Motorola used its domination and control over
Iridium to assure that it would never have to transfer those
licenses to Iridium thus preventing Iridium from selling the
IRIDIUM System without Motorola's approval.

The Committee lays-out a ten-count complaint against Motorola
seeking to recover $4.3 billion that Iridium (while thinly
capitalized or insolvent) paid to Morotola in the six years
prior to Iridium's bankruptcy filing, based on fraudulent
conveyance and preference theories under chapter 5 of
the U.S. Bankruptcy Code, New York's Fraudulent Conveyances
statue, Delaware's Fraudulent Transfer statute and the District
of Columbia's Fraudulent Conveyances statute.

Among a laundry list of breach of contract and breach of
warranty claims, the Committee adds another $4 billion claim
against Motorola for breach of fiduciary duty and aiding and
abetting breach of fiduciary duty alleging that, as directors of
Iridium, Gordon J. Comerford, Edward Gams, Durrell Hillis, John
F. Mitchell and J. Michael Norris as Motorola-designated
directors, engaged in self-dealing and diversion of Iridium's
assets for Motorola's benefit.  And, in all events, the
Committee contends, all of Motorola's claims against Iridium
should be equitably subordinated to the claims of all other
Iridium creditors and any of Motorola's liens, secured claims
and set off rights should be avoided and annulled to the extent
necessary to satisfy claims of all other creditors.


LAIDLAW INC.: Taps Ernst & Young As Accountants
-----------------------------------------------
Laidlaw Inc. requests that Judge Kaplan authorize them to employ
the firms of (i) Ernst & Young, Inc., an Ontario corporation, as
restructuring accountants and financial advisors, and (ii) Ernst
& Young LLP, a limited liability partnership formed under the
laws of the Province of Ontario, as internal auditors in these
chapter 11 cases, nunc pro tunc to the Petition Date.

The services to be rendered by EYI are:

        (a) Provide advice and assist the Debtors in organizing
their resources and activities to manage the chapter 11 process
efficiently and effectively;

        (b) Provide advice and assist the Debtors in evaluating
business plans and financial forecasts;

        (c) Provide advice and assist the Debtors in (i)
developing and evaluating any proposed restructuring
transactions, and (ii) assessing the business and financial
impact of various operational, financial and strategic
restructuring alternatives;

        (d) Provide advice and assist the Debtors in formulating,
negotiating, preparing and seeking confirmation of any plan or
plans of reorganization in these cases, including (i) developing
and evaluating a new capital structure for the Debtors; (ii)
evaluating the Debtors' debt capacity; and (iii) developing
financial and factual data for any disclosure statement;

        (e) Provide advice and assist the Debtors in analyzing
and implementing (i) any DIP financing facilities and amendments
thereto; (ii) any exit financing facilities required in
connection with the implementation of a plan of reorganization;
and (iii) any other financing transactions;

        (f) Provide advice and assist the Debtors in preparing
financial information required in these chapter 11 cases,
including monthly operating reports, schedules of assets and
liabilities and statement of financial affairs, cash receipt and
disbursement analyses, forecasted cash flow analyses and any
other chapter 11 reporting requirements;

        (g) Provide advice and assist the Debtors in (i)
evaluating and reconciling claims asserted by creditors in these
chapter 11 cases, and (ii) developing alternatives for
restructuring the terms of the underlying obligations;

        (h) Provide advice and assist the Debtors in analyzing
reorganization tax issues and the potential tax consequences of
any proposed restructuring transactions;

        (i) Advise and assist the Debtors in determining the
value of various assets or business units;

        (j) Advise and assist the Debtors' management in
preparing for, and engaging in, negotiations with parties in
interest an their respective advisors with respect to financial
and restructuring issues;

        (k) Provide expert testimony, as needed, in connection
with hearings relating to matters for which EYI has advised the
Debtors, including any hearing on the confirmation of a plan of
reorganization; and

        (l) provide such other restructuring accounting and
financial advisory services as the Debtors may request during
these chapter 11 cases and agreed to by EYI.

The Debtors advise Judge Kaplan they anticipate that EYLLP will
provide internal auditing services as needed throughout the
course of these chapter 11 cases, including:

        (a) conducting necessary internal audits of financial
records and related business processes;

        (b) developing related internal audit strategies and
procedures; and

        (c) preparing requested internal audit reports.

Subject to the Court's approval, under the terms of the
engagement letter EYI intends to charge for its professional
services on an hourly basis in accordance with its usual and
customary hourly rates in effect on the date services are
rendered.  EYI's hourly rates may change from time to time in
accordance with EYI's established billing processes.  These are:

       Partners and Principals     CDN$350-595       US$230-391
       Senior Managers & managers  CDN$260-425       US$171-280
       Senior staff accountants    CDN$150-295       US $99-194

The Debtors will also reimburse EYLLP for its reasonable
expenses, including any federal, provincial, state, or other
sales, use goods or services taxes imposed on EYLLP in
connection with its provision of services to the Debtors.
EYLLP's hourly rate is revised annually, beginning September 1,
2002, in accordance with its established billing procedures.

Under the terms of the engagement letter, the Debtors may
terminate the EYI engagement at any time on 14 days' prior
written notice to EYI.  Upon any termination, the Debtors will
remain obligated to pay any fees and expenses incurred by EYI as
of the effective date of the termination, and any additional
fees and expenses incurred by EYI to conclude the engagement in
an orderly and prompt manner.  EYI may terminate the engagement
upon (i) a breach by the Debtors of any of the terms of the
engagement letter, and (ii) the Debtors' failure to cure such
breach within 30 days of receiving notice of the same from EYI.
Furthermore, the engagement letter automatically terminates upon
the Debtors' emergence from bankruptcy.

Under the terms of the engagement letter, the Debtors may
terminate the EYLLP engagement at any time on 90 days' prior
written notice to EYI.  Upon any termination, the Debtors will
remain obligated to pay any fees and expenses incurred by EYI as
of the effective date of the termination, and any additional
fees and expenses incurred by EYI to conclude the engagement
during the 90-day period.  EYI may terminate the engagement upon
(i) a breach by the Debtors of any of the terms of the
engagement letter, and (ii) the Debtors' failure to cure such
breach within 30 days of receiving notice of the same from EYI.
Furthermore, the engagement letter automatically terminates upon
the Debtors' emergence from bankruptcy.

Subject to the Court's approval, and under the terms of the
EYLLP engagement letter, EYLLP may subcontract with Ernst &
Young LLP, a limited liability company formed under the laws of
the State of Delaware and affiliated with EYLLP, as necessary to
assist with the provision of the interal audit procedures
described in the engagement letter.  EYLLP-US has agreed to
provide EYLLP with the partners or employees who may be required
to perform such services.  EYLLP intends to charge for the
professional services performed by EYLLP-US performed under this
subcontract on the same hourly basis and at the same rates as
those charged by EYLLP.

E&Y intends to charge for the time of all its professionals
providing services in these cases, including the subcontracted
internal audit services, at hourly rates expressed in Canadian
dollars.  In addition, many of the expenses for which
reimbursement is sought will also be expressed in Canadian
dollars.  E&Y proposes to continue this during the course of
thse chapter 11 cases; however, E&Y will adopt modified billing
procedures:

        (a) in preparing invoices for services rendered in these
cases, E&Y will convert all Canadian hourly rates and related
time charges into US dollars using the prevailing exchange rate
identified in The Wall Street Journal as of the close of
business on the last day of the calendar month in which the
services were performed;

        (b) all expenses incurred in Canadian dollars will be
invoiced for reimbursement at the prevailing exchange rate
identified in The Wall Street Journal as of the close of
business on the last day of the calendar month in which the
expenses were incurred;

        (c) all invoices, fee applications, financial reports and
other papers submitted to the Debtors, the United States
Trustee, or the Court with respect to E&Y's fees or expenses
will be expressed in US dollars and will clearly identify the
applicable exchange rates used in calculating such amounts; and

        (d) all of E&Y's fees and expenses approved by the Court
in these cases and paid to E&Y by the Debtors' estates will be
approved or paid in US dollars.

Prior to the Petition Date, in March and May, 2000, the Debtors
paid CDN$100,000.00 (US$65,790.00) and CDN$250,000 (US$164,475),
respectively, to EYI, for a total consideration of CDN$350,000
(US$230,265) as a retainer.  As of the Petition Date, all of the
retainer is unapplied.  With the Court's permission, E&Y will
apply the balance of the retainer as payment for its final
invoice for fees and expenses incurred by E&Y after the Petition
Date.

In addition to the retainer, the Debtors paid EYI, within 90
days prior to the Petition Date, a total of CDN$1,328,936.28
(US$874,307.17).  In that same time period, the Debtors paid
EYLLP a total of CDN$749,000 (US$492,767).  EYLLP's prepetition
practice was to bill the Debtors for fees and expenses incurred
by EYLLP based on the total annual estimated bill for internal
audit services on a equal monthly basis, with later
reconciliation based on the actual hours worked.  Owing to
normal seasonal work patterns, the reconciled bill to the
Petition Date will be less than the EYLLP prepetition payments.
With the Court's permission, EYLLP will determine by what amount
the EYLLP prepetition payments exceed the reconciled bills for
prepetition services and apply the excess to invoices for fees
and expenses incurred after the Petition Date in the same manner
as if the excess payments represented a retainer.

Mr. Murray A. McDonald, president of EYI, and Mr. Randy Billing,
a partner in EYLLP, each advise Judge Kaplan that their
respective entities are disinterested and neither hold nor
represent any interests adverse to the Debtors or their estates
in the matters for which employment is sought.  However, EYI is
the trustee of a trust in the amount of $10 million which was
established on April 14, 2000, to provide financial support for
the defense of past, present and future directors of and
officers of the Laidlaw Companies against any claims for which
those individuals may become personally liable.  The Debtors do
not owe EYI any amounts for services rendered with respect to
the Defense Trust as all expenses for the Defense Trust are paid
out of the trust.

Prior to the Petition Date, EYLLP provided tax services to
Laidlaw Transit Ltd., a non-debtor subsidiary of LINC, provided
accounting and tax and assurance services to Barrel Taxi, a
division of a non-debtor affiliate of LINC, until approximately
18 months before the Petition Date, provided accounting and tax
and assurance services to Scott's Hospitality, Inc., prior to
its acquisition by LINC in 1996.  In addition, prior to the
Petition Date, EYLLP-US provided tax services to Greyhound
Lines, Inc., an indirect non-debtor subsidiary of LINC.  Neither
the Debtors nor their affiliates owe EYLLP or EYLLP-US any
amount for such services.

The Laidlaw Companies currently own approximately 44% of the
equity in Safety-Kleen Services, Inc., which operates a
hazardous waste service business through a number of affiliated
entities. In March 2000, Safety-Kleen announced it had learned
of possible accounting irregularities in prior Safety-Kleen
financial statements, and that it had formed a special committee
of its Board of Directors to investigate the situation and
determine whether a restatement of its financial statements
might be needed. The Debtors' counsel, Jones Day, has been
assisting the Debtors in defending against both present and
potential litigation arising from the Debtors' investments in
Safety-Kleen. To assist Jones Day in these litigation matters,
Jones Day has retained EYLLP-US as financial and accounting
experts to provide forensic accounting and other services to
Jones Day in connection with any proceedings arising from the
Debtors' investments in Safety-Kleen.  While Jones Day receives
the invoices for these services, EYLLP-US is paid through funds
advanced by the Debtors to Jones Day.  EYLLP-US is not paid
until Jones Day receives funds from the Debtors to cover a
particular invoice.

Beginning in 1999, the Debtors engaged in an effort to sell
certain assets of their healthcare-related business segments.
During 1999 and 2000, EYLLP-US was engaged by certain
prospective purchasers to assist in conducting certain financial
due diligence and in evaluating potential purchase transactions
concerning the healthcare business.  Although EYLLP-US performed
certain due diligence tasks, it has withdrawn from all of these
engagements.  Other than assistance in due diligence activities,
EYLLP-US did not provide any substantive advice to the
prospective purchasers in connection with their considerations
of transactions to acquire the healthcare businesses.  None of
the partners or other employees of EYLLP-US who performed due
diligence tasks will assist EYLLP with the performance of
internal audit tasks for the Debtors.  The Debtors currently are
not in negotiations with any party to sell the healthcare
businesses.  In the event that any of the prospective purchasers
may continue to pursue potential transactions with the Debtors
to acquire some or all of the healthcare businesses, EYLLP-US
will not provide any advice or other services to the prospective
purchasers in connection with these transactions.  Nevertheless,
EYLLP-US may continue to perform services for the prospective
purchasers in connection with matters unrelated to the Debtors
or these estates.

EYLLP-US was retained in 1998 to provide real estate advisory
services to Safety-Kleen.  This engagement concluded in June
2000, when Safety-Kleen commenced their chapter 11 cases.
EYLLP-US is owed $100,476 by Safety-Kleen for prepetition real
estate services, and has filed a proof of claim.

EYLLP has previously provided tax planning and tax compliance
services for the  Canadian subsidiaries of Safety-Kleen and is
currently engaged by those subsidiaries to provide tax
compliance services with respect to their 1999 and 2000 tax
years.

Each of Fleet Bank, NA, Bank of America (Nationsbank NA),
Citibank NA, Bank One NA, The Chase Manhattan Bank, and Sun
Trust Bank, Atlanta, members of the  Bank Group or Noteholders'
Committee, participate in a revolving credit program for the
benefit of EYLLP-US.  EYLLP has borrowed long-term debt from
Metropolitan Life Insurance Company and New York Life Insurance
Company, both of whom are unsecured noteholders of the  Debtors.
Montreal Trust Company of Canada, one of the Debtors'
prepetition lenders, is a party to a contested action against
EYLLP in a dispute unrelated to the Debtors or these chapter 11
cases. Heenan Blaikie, counsel to certain former and present
officers and directors of the Debtors, is a co-defendant with
EYLLP in a matter unrelated to the Debtors or these chapter 11
estates.

Winston & Strawn, counsel to certain present and former officers
and directors of the Debtors, acted in the past as counsel to a
contested action against EYLLP in a matter unrelated to the
Debtors or these chapter 11 estates.  Jones Day, counsel to the
Debtors, has provided and continues to provide services to
EYLLP-US in matters unrelated to the Debtors or these chapter 11
estates.  Katten Muchin Zavis, counsel to Laidlaw, , has
provided services to EYLLP-US in matters unrelated to the
Debtors or these chapter 11 estates.  Wasserstein, investment
bankers that the Debtors advise they anticipate retaining in the
future, has provided services to EYLLP-US in matters unrelated
to the Debtors or these chapter 11 estates.  Goodmans, counsel
to the Canadian debtors, has provided and continues to provide
services to EYI in matters unrelated to the Debtors or these
chapter 11 estates. Meighen Demers, counsel to EYI in certain
matters pertaining to EYI's role as trustee of the Defense Fund,
has provided and continues to provide services to EYI in matters
unrelated to the Debtors or these chapter 11 estates.  McCarthy,
Tetrault, Canadian counsel to the Noteholders' Committee, has
provided and continues to provide services to EYI in matters
unrelated to the Debtors or these chapter 11 estates.  Osler,
Hoskin & Harcourt, LLP, counsel to certain present and former
officers and directors of the Debtors, has provided services in
the past to EYI in matters unrelated to the Debtors or these
chapter 11 estates.  Stikeman, Elliot, Canadian counsel to the
Bank Group, has provided and continues to provide services to
EYLLP-US in matters unrelated to the Debtors or these chapter 11
estates.

PricewaterhouseCoopers LLP, external auditors of the Debtors, is
presently providing services to EYI on matters unrelated to the
Debtors or these chapter 11 cases.  Mr. William A. Farlinger, a
director of LINC, was a partner and the chairman and chief
executive officer of the predecessor partnership to EYLLP before
joining the board of directors of LINC.  Mr. D. Geoffrey Mann,
the vice president and treasurer of LINC, was an employee of the
predecessor partnership to EYLLP before joining LINC.  Mr. Paul
R. Humphreys, a former officer of Safety-Kleen and a co-
defendant with LINC in certain securities class action
litigation, was an employee of the predecessor partnership to
EYLLP until December 1988.  Mr. Michael Melanson and Mr. John
Sabine, partners in Donahue Ernst & Young, a legal services
partnership affiliated with E&Y, were previously employed by
other law firms and during that employment provided legal
services to LINC in connection with certain of the Debtors'
public debt issues.  Donahue Ernst & Young has not been retained
in any capacity with respect to the Laidlaw Companies.

McMillan Binch, counsel to General Electric Capital Corporation,
has provided and continues to provide services to E&Y in matters
unrelated to the Debtors or these chapter 11 cases.  Many other
less significant relationships are detailed in this application;
however, in no instance does the applicant entities represent
any interest adverse to the Debtors or these estates on the
matters for which employment is sought. (Laidlaw Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MARINER POST-ACUTE: Asks Court to Approve IBM Credit Settlement
---------------------------------------------------------------
Prior to the petition date, Mariner Post-Acute Network, Inc.
leased various items of personal property from IBM pursuant to
"Term Lease Supplements" purportedly executed under the "IBM
Credit Term Lease Master Agreement #577D155".

Prior to the petition date, IBM purported to terminate the
Leases and made demand under Chase Manhattan Bank Delaware's
Irrevocable Letter of Credit No. 71531 and drew down the sum of
$2,381,700.42 in connection with the purported termination. MPAN
contends that the amount drawn by IBM was in excess of amounts
due by over $100,000.

Notwithstanding the alleged pre-petition date termination of the
Leases, MPAN has retained possession of and utilized the
Equipment from and after the petition date.

In connection with the Leases and the Equipment, IBM filed Claim
No. 007325 in the MPAN cases on or about September 29, 2000 for
an unliquidated amount, and Claim No. 008930 in the amount of
$2,389,408.83 on or about March 1, 2001 (the IBM Claims).

MPAN desires to obtain title to all of the Equipment for its
continued use in the operation of business. After substantial
negotiations, the Debtors and IBM have reached a Settlement
Agreement which provides, inter alia, that:

(a) IBM will retain the amounts drawn prepetition under the
     Letter of Credit;

(b) IBM will withdraw, with prejudice, the IBM Claims and agree
     to file no further claims in connection therewith;

(c) IBM will transfer title to the Equipment to MPAN free and
     clear of all liens and encumbrances for no additional
     consideration;

(d) The parties will execute mutual releases relating to the
     draw under the Letter of Credit, the Leases, the Equipment
     and the IBM Claims, except for any outstanding warranties in
     connection with the Equipment.

The Debtors believe that the proposed settlement is in the best
interest of the MPAN Debtors' estates, creditors, and other
parties in interest, and seek the Court's approval of it.
(Mariner Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MEDICAL SELECT: Files For Chapter 11 in N.D. Texas
--------------------------------------------------
Medical Select Management announced that its board of directors
has opted to file for Chapter 11 protection with the U.S.
Bankruptcy Court in Fort Worth, Texas. Chairman Dr. Ramiro
Cavazos commented, "This was a tough decision based on a
difficult set of circumstances. Medical Select is dedicated to
facilitating the delivery of quality health care for the people
of Tarrant County, and we hope that today's filing will
facilitate its continuing efforts." The Texas Department of
Insurance reportedly made it clear that the Chapter 11 filing
will not disrupt care for patients under the care of the
Company's nearly 2,000 doctors.
(New Generation Research, July 26, 200)


MEDICAL SELECT: Chapter 11 Case Summary
--------------------------------------
Debtor: Medical Select Management
         fka Harris Methodist Select
         201 N. Main St. #1000, etal
         Ft. Worth, TX 76104

Chapter 11 Petition Date: July 24, 2001

Court: Northern District of Texas (Fort Worth)

Bankruptcy Case No.: 01-45298

Judge: Barbara J. Houser

Debtor's Counsel: Gerald P. Urbach, Esq.
                   Russell W. Mills, Esq.
                   Hiersche, Martens, Hayward,
                   15303 Dallas Pkwy., Suite 700, LB 17
                   Addison, TX 75001
                   972-701-7000

                           and

                   Bruce F. Howell, Esq.
                   Arter & Hadden
                   1717 Main St., Suite 4100
                   Dallas, TX 75201
                   214-761-2100


NETSPEAK: ADIR Technologies To Acquire Assets for About $48MM
-------------------------------------------------------------
NetSpeak(R) Corporation (Nasdaq: NSPK) has entered into a
definitive agreement to be acquired by ADIR Technologies, Inc.,
creating the leading supplier of network management, call-
control and application software for voice over IP networks.

The acquisition brings together two of the pioneers in VoIP
technology. NetSpeak, founded in 1995, is a leading Cisco
partner and has over 30 service provider customers using its
suite of VoIP infrastructure and application software today.
ADIR was formed in September 2000 as a spin-off of Net2Phone
(Nasdaq: NTOP), the leading provider of Internet telephony
services. ADIR's technology is based on the proven, industry-
leading VoIP network that Net2Phone has operated since 1995, a
network that handles millions of VoIP calls per day. ADIR is
also a member of the Cisco Service Provider Solutions Ecosystems
partner program.

Under the terms of the merger agreement, ADIR will pay between
$3.00 and $3.10 in cash for all outstanding shares of NetSpeak
common stock, valuing the acquisition at between approximately
$46.5 and $48.2 million. As of June 8, 2001, there were
approximately 15.5 million shares of NetSpeak outstanding on a
fully diluted basis. The transaction is expected to close
in the third quarter of 2001 and is subject to approval of
NetSpeak shareholders and customary closing conditions. The
purchase price represents a premium of between 67% and 72% to
NetSpeak shareholders, when compared to the closing price of
$1.80 for NetSpeak's common stock on June 8, 2001. NetSpeak was
advised in this transaction by and received a fairness opinion
from Broadview International LLC.

Mike Rich, currently Chief Executive Officer of NetSpeak, will
be named President and Chief Operating Officer of ADIR. Mr. Rich
brings over 20 years of experience in telecommunications to
ADIR's management team. Previously, Mr. Rich served as Vice
President and General Manager of AT&T Business Internet Services
- - Value Added Services division. Prior to this role, Mr.
Rich held a variety of positions with AT&T focused on Internet
and communications services.

                       About NetSpeak

A pioneer in Voice over IP (VoIP) network and infrastructure
management solutions, NetSpeak Corporation is a leading
developer and marketer of advanced telephony software for IP
networks. NetSpeak's protocol-independent VoIP software
architecture, designed to meet the rapidly evolving business
needs of its Service Provider customers, delivers efficient
management of network resources and enables cost-effective
introduction of new VoIP applications. Find out how NetSpeak's
advanced IP telephony solutions can future-proof your network by
visiting http://www.netspeak.com


NETWORK COMMERCE: Restructures $11 Mil CVI Convertible Note
-----------------------------------------------------------
Network Commerce Inc. (Nasdaq:NWKC), has restructured and
reduced its $11 million convertible note from Capital Ventures
International (CVI).

Under the terms of the restructuring, the convertible note and
all warrants will be retired. In return, Network Commerce will
pay CVI $2.2 million and issue a $1.5 million convertible
promissory note. The promissory note will be due in 18 months
and is convertible, at any time, into common stock at an
exercise price of $2.00 per share at the option of CVI.

The company anticipates recognizing an extraordinary gain of
approximately $6 million from restructuring this note during the
third quarter of 2001. This restructuring results in a reduction
of current liabilities, reported as of June 30, 2001, by $9.7
million. See pro forma balance sheet attached.

While CVI's lawsuit filed May 22, 2001, remains, the company
believes that it has now resolved all business issues and
intends to vigorously defend any remaining claims.

Chairman and chief executive officer, Dwayne Walker, said, "We
are happy to announce the restructuring and reduction of our
largest single liability. The restructuring allows us to focus
on driving our businesses toward further revenue growth and
profitability."

                  About Network Commerce Inc.

Established in 1994, Network Commerce Inc. (Nasdaq:NWKC) is the
technology infrastructure and services company. Network Commerce
provides a comprehensive technology and business services
platform that includes domain registration, hosting, commerce,
and online marketing services. Network Commerce is headquartered
in Seattle, WA. More information is available at
http://www.networkcommerce.com


NORTHSTAR CBO: Fitch Lowers Ratings To Junk
-------------------------------------------
Fitch downgraded the ratings of two tranches issued by Northstar
CBO 1997-1 Ltd./ Corp. and two tranches from Northstar CBO 1997-
2 Ltd./ Corp.

Also, one tranche from Northstar CBO 1997-2 Ltd./ Corp. has been
affirmed. Both Northstar CBO 1997-1 Ltd./ Corp. and Northstar
CBO 1997-2 Ltd./ Corp. are collateralized bond obligations
(CBOs) backed predominantly by high yield bonds, and both
transactions were placed on Rating Watch Negative on June 26,
2001.

The following securities have been Downgraded:

    * T Northstar CBO 1997-1 Ltd. / Corp. --$246,304,190 class A-
      2 notes, from 'B' to 'CC'; --$21,000,000 class B notes,
      from 'CCC' to 'C'.

    * T Northstar CBO 1997-2 Ltd. / Corp. --$90,000,000 class A-3
      notes, from 'B' to 'CCC-'; --$33,300,000 class B notes,
      from 'CCC' to 'C'.

All four tranches from these two transactions will be removed
from Rating Watch Negative coinciding with the downgrades. The
new ratings after the downgrade indicate that default is a real
possibility. A 'CCC' indicates that the capacity for meeting
financial commitments is solely reliant upon sustained,
favorable business or economic developments. A 'CC' rating
indicates that default of some kind appears probable. A 'C'
rating signals imminent default.

The following security has been Affirmed:

    * T Northstar CBO 1997-2 Ltd. / Corp. --$114,781,181 class A-
      2 notes, rated 'AA+'. *T

These rating actions are being taken after reviewing the
performance of each transaction. Continuing deterioration of
credit quality and increased levels of defaults of each
portfolio have increased the credit risk of these transactions
to the point the risk no longer was consistent with the
tranche's rating. In reaching its rating actions, Fitch reviewed
the results of its cash flow model runs after running several
different stress scenarios. Also, Fitch has had several in depth
conversations with the portfolio manager regarding the two
portfolios.

According to the most recent Northstar CBO 1997-1 Ltd./ Corp.
trustee report,$77.1 million, or approximately 28.26% of the
total collateral pool, is in default. Also, the current market
values of several of the defaulted assets are significantly
lower than historical assumed recovery rates. The class A OC
test was at 85.88% versus a trigger level of 118%, and the class
B OC test was at 78.88% versus a trigger level of 104%.

The most recent Northstar CBO 1997-2 Ltd./ Corp. trustee report
shows that $53.13 million, or approximately 21.09% of the total
collateral pool, is in default. Also, the current market values
of several of the defaulted assets are significantly lower than
historical average recovery rates. The class A OC test was at
99.07% versus a trigger level of 118%, and the class B OC
test was at 85.08% versus a trigger level of 104%. The ratings
of the class A-2 notes of this transaction are being affirmed
because the class A-2 notes are amortizing, and they still have
substantial subordination under them to support further losses.
The subordination of the other two tranches (class A-3 and B)
have deteriorated significantly due to the losses incurred to
date by the transaction.

Fitch anticipates that principal shortfalls to the class A-3 and
B notes are likely in the future. However, due to structural
features of both transactions, all classes of notes are
currently receiving timely interest and should continue to
receive timely interest for several future periods barring
further significant losses.


ON SEMICONDUCTOR: S&P Cuts Ratings, Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on ON
Semiconductor Corp. to single-'B'-plus from double-'B'-minus. At
the same time, Standard & Poor's lowered the senior secured debt
to single-'B+' from double-'B'-minus and lowered the
subordinated debt to single-'B'-minus from single-'B'.
The ratings outlook remains negative.

The action reflects the company's announced depressed operating
performance, which is expected to continue, and a restructuring
charge. Operating profitability has been pressured by
substantial revenue declines, causing the company to be in
noncompliance with covenants for its $150 million revolving
credit agreement in the June quarter. Ratings anticipate that
the company's banks will waive the covenant violations and
permit the company to proceed with its restructuring plan.

Phoenix, Ariz.-based ON Semiconductor is the leading supplier of
standard logic and analog integrated circuits, and discrete
semiconductors, holding about an 8% composite share of those
fragmented markets. Revenue growth in 2000 was 16%, below the
industry's growth rate but also reflected a decision to trim
underperforming product lines. Still, prices and volumes
continued to erode steeply this year, as June quarter revenues
of $311 million were down 14% sequentially from those in the
March 2001 quarter, or 40% from the June 2000 period. EBITDA for
the June quarter was $16 million, compared to $114 million one
year earlier. The company expects September performance to be
below June levels but sees modest recovery thereafter. Still, a
recovery to revenues near calendar 2000 run-rate levels is
likely to be delayed until well into 2002.

The company's $96 million restructuring action is intended to
eliminate redundant administrative functions and refocus R&D
efforts, while trimming capital expenditures and aggressively
managing working capital. About 3,000 employee positions are
being eliminated. Operating cost savings are projected to total
$300 million annually by the end of 2002. ON will also sell
three assembly and test facilities and form a joint venture for
its low-margin power semiconductor operation, while migrating
production to low-cost locations.

As of June 30, 2001, debt was about 3.7 times trailing four
quarters' EBITDA. However, leverage is likely to increase
sharply, due to depressed operating earnings. The company
currently has adequate cash, $175 million at June 30, 2001,
although cash balances are expected to decline due to ongoing
negative cash flows.

                    OUTLOOK: NEGATIVE

Ratings anticipate that the company's restructuring plan will
permit substantial sequential improvements in profitability
levels no later than the first quarter of 2002. Should
profitability remain depressed beyond that time, ratings would
be lowered, Standard & Poor's said.


OUTSOURCE INTERNATIONAL: Discloses Senior Management Changes
------------------------------------------------------------
Outsource International, Inc. (OTC Bulletin Board: OSIX), a
leading national provider of human resource services focusing on
the flexible industrial staffing market, announced that,
effective immediately, Garry E. Meier has resigned from the
Company's Board of Directors and as its President. In
addition, effective August 31, 2001, Mr. Meier has resigned as
the Company's Chief Executive Officer. Mr. Meier has agreed to
serve as a consultant to the Company from September 1, 2001,
through December 31, 2001.

Mr. Jay D. Seid, a current member of the Company's Board of
Directors, has been appointed the Executive Chairman of the
Board and Mr. Michael Sharp has been appointed to the Board to
fill the vacancy created by Mr. Meier's resignation. Also
effective immediately, Mr. Sharp has been elected Chief
Restructuring Officer for the Company and Mr. Richard Mazelsky
has been elected the President of the Company to replace Mr.
Meier.

Mr. Seid, a Managing Director of Bachow & Associates, Inc., an
investment firm located in Bala Cynwyd, Pennsylvania, has been a
director of the Company since March 1999. Mr. Seid has been
associated with the Company since February 1997, when Bachow
made its initial investment in the Company.

Mr. Sharp has been Executive Vice President and Chief Financial
Officer of the Company since January 2001. Mr. Mazelsky has been
Executive Vice President and Chief Operating Officer since
August 2000.

Outsource International, along with certain of its subsidiaries,
on June 11, 2001, filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code to restructure the Company's debts.
Outsource International, through its Tandem Staffing division,
is a national provider of human resource services focusing on
the flexible industrial staffing market. Tandem Staffing
partners with its service workers and industrial employers to
provide flexible workforce solutions to maximize client
production and profitability. With 124 offices nationwide,
Tandem Staffing services approximately 3,000 industrial clients
on a daily basis with over 18,000 temporary employees.


OWENS CORNING: Brings Ernst & Young and Cap Gemini Aboard
---------------------------------------------------------
Owens Corning and its seventeen debtor affiliates ask that Judge
Fitzgerald enter her order authorizing the joint retention and
employment of Ernest & Young LLP as accountants and business
advisors, and Cap Gemini Ernest & Young U.S. LLC as information
technology advisors to the Debtors with respect to the "2001
Financial Initiatives" described in the Application.

               The 2001 Financial Initiatives

In conjunction with the filing for chapter 11 protection in the
Bankruptcy Court, the Debtors are now required to provide
monthly information to the United States Trustee, the
Committees, and the financial advisors for the Committees.  The
level of information required is available, but not readily
extractable for Debtor, non-debtor and guarantor entities.  The
financial system implemented over the past five years provides
the Debtors with the ability to record and report financial
information by legal entity; however, the primary focus and
information structure supports management/business unit
reporting and SEC external reporting.  Additionally, an
increased focus on the movement of cash between legal entities
now exists.  This focus has increased the reporting requirements
beyond previous requirements and is currently performed in a
manual, complex and time-consuming manner.

As a result, the Debtors wish to engage E&Y and CGEY as third-
party providers to supply knowledge-based resources to review
current processes related to inter-company transactions between
the various company business units and legal entities.  The 2001
Financial Initiatives encompass systems challenges: policy,
procedure and controls challenges; and people-related training
challenges.  The Debtors have the need to accumulate
comprehensive information on activity between the business units
and legal entities in one database to facilitate management
decision-making.

                  Terms of E&Y's Retention

If retained, E&Y has agreed, under the terms of a letter
agreement dated June 8, 2001, that it will provide the Debtors
with accounting and business consultation and assistance in
connection with the 2001 Financial Initiatives project, as well
as provide other accounting and auditing consultation and
assistance as requested by the Debtors. Specifically, E&Y will:

        (a) provide accounting services to Owens, including
reconciliation of certain intercompany accounts involving the
Debtors and other of Owens' subsidiaries which are not in
bankruptcy;

        (b) provide data accumulation and analysis services to
Owens related to Owens' business and legal structure and to
certain accounts and processes of the Debtors and other of
Owens' subsidiaries which are not in bankruptcy;

        (c) provide cash management consulting services to Owens,
including advice and assistance related to current and
alternative banking methods, structures, processes and
providers; and

        (d) provide accounting and auditing services to Owens,
related to vendor payments, primarily freight vendor payments.

Additional services may be requested by the Debtor.  Any
additional services will be billed based on hours incurred by
E&Y's professionals at E&Y's standard hourly rates for the
specific category of service provided by the professional.

E&Y has agreed with the Debtors that it will charge rates which
are discounted from its standard hourly rates for services of
this type:

            Accounting, Business Process & Data Analysis

            Principal/Partner                    $325-350
            Senior Manager                       $275-315
            Manager                              $185-210
            Senior                               $140-155
            Staff                                $110-120

                            Tax Consulting

            Principal/Partner                    $300-500
            Senior Manager                       $300
            Manager                              $225-275
            Senior                               $150-175
            Staff                                $110-120

                           Cash Management

            Principal/Partner                    $6000-650
            Senior Manager                       $450
            Manager                              $335
            Senior                               $250
            Staff                                $175-200

Personnel with lower billing rates will be used to the extent
possible. For all categories of services, E&Y revises its hourly
rates on July 1 of each year in the normal course of its
business.  In no event will E&Y's professional fees and expenses
for phase I and phase II exceed a combined total of $1,250,000.
E&Y's total fees and expenses for phases III and IV shall in no
event exceed a combined total of $2,800,000.

The E&Y Agreement contains a forum selection, jury waiver, and
mediation and ADR provision.  Any controversy or claim with
respect to, in connection with, arising out of, or in any way
related to the engagement agreement or the services provided
under that agreement, including any such matter involving
parent, subsidiary, affiliate, successor in interest or agent of
Owens or E&Y, will be brought in the bankruptcy Court or the
District Court, if the District Court withdraws the reference,
and the parties to this agreement and any and all successors and
assigns consent to the jurisdiction and venue of such court as
the sole and exclusive forum, unless such court does not have
or retain jurisdiction over such claims or controversies, for
the resolution of such claims, cause of action or lawsuits.  The
parties to this agreement, and any and all successors and
assigns thereof, hereby waive trial by jury, such waiver being
informed and freely made.  If the Bankruptcy Court or the
District Court upon withdrawal of the reference does not have or
retain jurisdiction over the foregoing claims or controversies,
the parties to this agreement and any and all successors and
assigns agree to submit first to non-binding mediation,
and other dispute resolution procedures.  Judgment on any
arbitration award may be entered into by any court having proper
jurisdiction.

                  Terms of CGEY Retention

The terms of CGEY's engagement as information technology
advisors with respect to the 2001 Financial Initiatives are set
out in a letter agreement dated June 8, 2001.  All work
performed by CGEY for the Debtors is subject to the Court's
approval of all of the terms and conditions set out in the CGEY
Agreement.

If retained, CGEY has agreed to provide the Debtors with
information technology consultation and assistance in connection
with the 2001 Financial Initiatives, as well as to provide other
information technology consultation and assistance as requested
by the Debtors. Specifically, CGEY will:

        (a) analyze, document and identify leading practices for
inventory, services, royalties, investments and loans, cash
sweeps, settlements, cross-company code journal entries;

        (b) provide project management capabilities tools; and

        (c) identify and begin execution of multiple activities
to facilitate goal achievement.

Additional services may be requested by the Debtors under this
agreement.  Any additional services will be billed based on
hours incurred by CGEY professionals at CGEY's standard hourly
rates.  The CGEY agreement contains the same agreements
regarding forum selection, waiver of jury, and mediation and
ADR.

CGEY has agreed with the Debtors that it will charge rates for
services performed in these cases which are discounted from
CGEY's standard hourly rates for services of this type:

                 Vice President           $384-670
                 Senior Managers          $256-580
                 Managers                 $189-410
                 Senior Staff             $128-300
                 Staff                    $104-200

Personnel with lower billing rates will be used to the extent
possible. For all categories of services, CGEY revises its
hourly rates on July 1 of each year.

Randy M. Kummer, a partner with E&Y, and Allen M. Friedman, a
vice president of CGEY, each advise that E&Y and CGEY are
disinterested persons which neither hold nor represent any
interests adverse to the Debtors on the matters for which
employment approval is sought.

Mr. Friedman states that CGEY is not owed any amount with
respect to any prepetition fees and expenses.  During the 90-day
period prior to the Petition Date, CGEY did not receive any
payment from the Debtors.

Mr. Kummer advises that E&Y was owed $6,500 with respect to
prepetition fees and expenses for services rendered prior to the
Petition; however, E&Y will waive its rights to the $6,500 to
the extent that E&Y is retained.  During the 90-day period prior
to the Petition Date, E&Y received payments totaling $258,328
from the Debtors for services rendered prepetition.  Mr. Kummer
further advises that, under the ordinary course order, E&Y is
authorized to provide certain tax advisory services to the
Debtors in the ordinary course of business, including advising
and assisting the Debtors and certain of their employees and
officers with expatriate tax matters and global expatriate
management services, and assistance with certain employee
income tax returns which such employees are on or for a limited
time after such employees have returned from, international
assignment.  E&Y has provided, and will continue to provide,
such services under the ordinary course order, which are
separate and distinct form the services E&Y will provide under
the E&Y Agreement.

E&Y and CGEY both inform Judge Fitzgerald that they will
promptly supplement the affidavits to disclose any material
developments regarding their relationship with the Debtors and
any other pertinent relationships that require disclosure in
these case, if and when any such developments or relationships
come to CGEY's or E&Y's attention. However, E&Y also informs
Judge Fitzgerald that it has not yet completed a conflicts check
and will update as necessary when that is done.

Certain professionals associated with the Debtors' cases have
provided in the past, and are currently providing, services to
E&Y:  Brobeck, Phleger & Harrison, counsel to the Debtors;
Debevoise & Plimpton, counsel to the Debtors; Skadden, Arps,
Slate, Meagher & Flom, LLP, counsel to the Debtors;
PricewaterhouseCoopers LLP, also representing the Debtors;
Latham & Watkins, counsel to the secured lenders and the
20 largest unsecured creditors (L&W is assisting E&Y in
connection with retention in this matter); Arthur Anderson,
another professional to the Debtors, Davis Polk & Waddell,
counsel to the official statutory committee, and Vinson & Elkins
LLP, counsel to the 20 largest unsecured creditors.  Other
professionals associated with the Debtors have assisting or
provided services to E&Y in the recent past.  These are
Williams & Connolly LLP, counsel to the Debtors, Richard Layton
& Finger, counsel to the 5 secured lenders, Caplin & Drysdale,
counsel to the unsecured bondholder or lender, Morris Nichols
Arsht & Tunnell, counsel to a committee, Schottenstein Zox &
Dunn Co., LPA, counsel to unsecured creditors, MacDonald, Illig,
Jones & button LLP, counsel to unsecured creditors, Bracewell &
Patterson LLP, counsel to unsecured creditors, Frederick W. Cook
Corporation, another professional to the Debtors, The Staubach
Company, another professional to the Debtors, CB Richard Ellis,
Inc., another professional to the Debtors, Colliers
International, another professional to the Debtors, and The
Bayard Firm, another professional to the Debtors.

Each of Bank of America (NationsBank NA), Bank One (First
Chicago NBD), Chase Manhattan, Fleet National Bank and SunTrust
Bank participate in E&Y's Revolving Credit Program, and are
creditors in these cases.  E&Y has borrowed long-term debt from
Metropolitan Life Insurance Company, which is a party in
interest.  E&Y also represents, has represents, and will
continue to represent parties such as Abbott Laboratories,
Cendant Corporation, Comdisco, Inc., H. J. Heinz Co., Kohler
Co., Nodson Corporation, Radio Unica Communications Corp., and
The Council on Foreign Relations.  E&Y also provides services to
unsecured bondholders or lenders to the Debtors such as Bank of
Ne York, Dai-Ichi Kangyo Bank Ltd. Dresdner Kleinwort Benson,
Enron Energy Services, Exxon USA, Minnesota Mining &
Manufacturing Co., and Wachovia Bank of Georgia.

The services E&Y currently provides to creditors and parties in
interest in these cases including ongoing audit and tax services
related to a company's financial statements and tax returns, and
special accounting, tax, advisory and consulting assignments
related to unique issues at these companies.  These matters are
completely unrelated to the Debtors or these estates.

Mr. Friedman, speaking on behalf of CGEY, discloses that Cap
Gemini has not yet completed its investigation of possible
connections with certain entities within categories of parties
interested in the Debtors, but will supplement this declaration
as and when such investigation is complete if necessary.  He
avers that Cap Gemini has performed consulting services for each
of Dana Corporation, The Prudential insurance Company, Eaton
Corporation and Abbott Laboratories, and among the Debtors'
major shareholders, such services for Morgan Stanley Dean Witter
& Co.  CGEY has also provided these services for Bank of
America, Credit Suisse  First Boston, The Chase
Manhattan Bank, First Chicago/Bank One, Mellon Bank, Minnesota
Mining & Manufacturing Co., and Exxon USA, all of whom are
secured or unsecured bondholders or lenders to the Debtors.
CGEY has also provided consulting services for Credit Suisse
First Boston, The Chase Manhattan Bank, Enron Corporation, John
Hancock Life insurance, Metropolitan Life Insurance Company, and
Minnesota Mining & Manufacturing Company, who are members of
various committees in these cases.

Mr. Friedman assures Judge Fitzgerald that if additional
relationships with parties in interest become known to CGEY, a
supplemental affidavit will be filed with the Court. (Owens
Corning Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PACIFIC GAS: Joshua Jackson Seeks Relief From Automatic Stay
------------------------------------------------------------
Ten-year-old Joshua Jackson was badly burned by a 21,000-volt
PG&E overhead power line hanging six-feet too low to the ground
on PG&E-owned property when a kite got stuck and Joshua
attempted to retrieve it with an aluminum pole.  Portions of
Joshua's feet, toes, arms and hands were burned and permanently
scarred.  Joshua spent 80 days in the hospital, has endured 14
surgeries so far, and there's more surgery to come.

In 1999, the Jackson Family sued PG&E.  PG&E sought summary
judgment and prevailed.  The Jackson Family appealed.  Opening
and responsive briefing the appeal was completed prior to the
Petition Date.  PG&E's bankruptcy filing stayed the Jackson's
filing of a Reply Brief.  The issue on appeal is the
applicability of Civil Code section 846 providing immunity to
landowners from certain recreational activities in light of a
laundry list of dangerous conditions PG&E knew about before
Joshua was injured.

The Jackson Family seeks relief from the automatic stay to
continue prosecuting the appeal.  The Jackson Family understands
that PG&E settles some 15,000 claims for $31,000,000 each year
in an in-house claims department.  That, Timothy M. Smith, Esq.,
at McKinley & Smith in Sacramento, suggests that Joshua's claim
virtually falls within the ordinary course of business for PG&E
and the balance of hardship is negligible for PG&E. (Pacific Gas
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PATHMARK STORES: Posts $61.4 Million Net Loss In First Quarter
--------------------------------------------------------------
Pathmark Stores Inc. operated 143 supermarkets as of May 5,
2001, primarily in the New York, New Jersey and Philadelphia
metropolitan areas.

Sales in the first quarter of fiscal 2001 were $977.2 million
compared to $919.2 million in fiscal 2000, an increase of 6.3%.
The sales increase was primarily due to higher same store sales
of 3.1% and new stores. Sales benefited from the Company's
various post restructuring initiatives, such as double coupons
and increased promotional spending, and from customer
anticipation of a major snow storm, which did not materialize.

The Company operated 143 and 135 supermarkets at the end of the
first quarters of fiscal 2001 and fiscal 2000, respectively.
Included in the 143 supermarkets are five Grand Union stores
converted to Pathmark supermarkets and opened in March 2001.

Gross profit in the first quarter of fiscal 2001 was $272.7
million or 27.9% of sales compared with $257.7 million or 28.0%
of sales in fiscal 2000. The increase in gross profit of $15.0
million for the first quarter of fiscal 2001 compared to fiscal
2000 was primarily due to higher sales, partially offset by
higher promotional expenses. The cost of goods sold comparisons
were affected by pretax LIFO charges of $0.5 million and $0.4
million in the first quarters of fiscal 2001 and fiscal 2000,
respectively.

The Company's net loss in the first quarter of fiscal 2001 was
$61.4 million compared to $21.3 million in fiscal 2000. The
increase in the net loss was primarily due to the amortization
of excess reorganization value of $66.4 million. Excluding the
amortization of excess reorganization value, the Company's net
earnings was $5.0 million in the first quarter of fiscal 2001.


RIVERWOOD HOLDING: Banks Extend New $635MM Senior Secured Loan
--------------------------------------------------------------
Riverwood International Corporation, an indirect subsidiary of
Riverwood Holding, Inc, has received commitments for a new
$635,000,000 senior secured credit facility from The Chase
Manhattan Bank and Bankers Trust Company. The closing under the
new facility is expected to take place by August 15, 2001,
and will be dependent on the satisfaction of a number of
conditions, including the completion of a capital markets
refinancing of a portion of Riverwood's existing credit
facility. The proceeds of the new facility drawn at closing,
currently estimated to include approximately $65 million in
revolving credit borrowings, are expected to be applied to repay
in full the remaining borrowings under the existing credit
facility and to pay fees and expenses incurred in connection
with the refinancing transactions, currently estimated at
approximately $20 million.

In connection with these refinancing transactions, Riverwood has
requested that the lenders under its existing credit facility
agree to an amendment to permit the capital markets refinancing
and reduce through the end of 2001 the EBITDA levels required to
be maintained under the existing facility.

Riverwood expects the new facility to provide for a $335,000,000
term loan facility and a $300,000,000 revolving credit facility,
with LIBOR-based borrowings initially bearing interest at a rate
of LIBOR plus 2.75%. The new facility is expected to mature on
December 31, 2005, extendable to December 31, 2006 under certain
circumstances. The new term loans are expected to amortize in
semi-annual installments beginning June 30, 2003 and amounting
to $75.0 million annually in each of 2003 and 2004, with $46.25
million due on June 30, 2005, and the remainder due at maturity
absent an extension. The new facility is expected to be
guaranteed by Riverwood's subsidiaries and parents, and to be
secured by assets of the Riverwood group, in substantially the
same manner as its existing credit facility. The new facility
documentation is expected to be substantially similar to the
existing facility documentation.


SUN HEALTHCARE: Exclusive Period Extended To September 7
--------------------------------------------------------
Sun Healthcare Group, Inc. sought and obtained a further
extension of their Exclusive Period during which they have the
exclusive right to file a plan of reorganization.

Simply put, the Debtors believe that they have made significant
progress in all the areas of work for which they requested an
extension of the Exclusive Periods in their Sixth Motion for
Extension, but given the complexity and volume of work, they
need and deserve more time to complete the matters and propose a
plan of reorganization.

Specifically, the Debtors tell Judge Walrath that they believe
they are very close to reaching an agreement with the federal
government regarding a global settlement of the claims of the
federal government, but agreements still need to be reached with
the various state Medicaid agencies and landlords regarding the
dispositions of the remaining skilled nursing facilities. Also,
they have been working closely with the unsecured creditors'
committee and the representatives of holders of their senior
prepetition claims, but an agreement on the modifications to the
agreement in principle still needs to be reached, the Debtors
advise. The Debtors reiterate that they are not seeking to use
Exclusivity to pressure creditors into accepting a plan of
reorganization but what they have done in their cases suggests a
proper motivation. Moreover, the Debtors represent that they are
effectively managing their businesses and properties and also
making required postpetition payments.

For these reasons, the Debtors believe they should be granted
the requested extension of Exclusive Periods so as to achieve
their objectives without the disruption of its business that
might be caused by the filing of competing plans of
reorganization by non-debtor parties, the Debtors represent.

Judge Walrath finds that an extension of Sun's exclusive period
within which to propose a plan, through September 7, 2001, and a
concomitant extension of Sun's exclusive period within which to
solicit acceptances of that plan, through November 7, 2001, is
appropriate at this juncture. (Sun Healthcare Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


TELENETICS CORP.: Obtains Waiver Of Debt Covenant Default
---------------------------------------------------------
Telenetics Corp. (Nasdaq:TLNT) announced that it has
successfully negotiated extensions of $3.2 million in
subordinated notes payable.

These notes were classified as current liabilities in the
company's latest Form 10-QSB for the quarter ended March 31,
2001. Telenetics expects that the upcoming Form 10-QSB for the
quarter ended June 30, 2001, will reflect approximately $3.1
million of these notes as long-term debt, due to their
new maturity dates of July 2002 and January 2003. Additionally,
approximately $368,000 in notes payable have been converted into
equity.

Commenting on this strengthening of Telenetics' balance sheet,
David Stone, chief financial officer of Telenetics, stated, "I
am pleased to report to our shareholders that through extensions
and conversions we have now re-established compliance with over
$3.8 million in subordinated debt previously classified as in
default.

"The term of the extensions are such that they no longer require
repayment from fiscal 2001 cash flow, which will allow
Telenetics to focus its working capital on growth requirements
and current issues. This positive development is one of several
steps that our management has taken to improve the overall
financial condition of Telenetics.

"We believe that we are progressing toward accomplishing our
stated goal of becoming profitable."

Based in Lake Forest, Telenetics(R) is a leader in the design,
production and distribution of wired and wireless data
transmission and network access products and customer-specific
communications products for customers worldwide.

Telenetics offers a wide range of industrial grade modems and
wireless products, systems and services for connecting its
customers to end-point devices such as meters, remote terminal
units, traffic and industrial controllers and remote sensors.
Telenetics also provides high-speed communications products for
complex data networks used by financial institutions, air
traffic control systems and public and private wireless
network operators.

The company is developing an advanced wireless data network
enabling a wide range of customers to reliably and economically
communicate through the Internet with their remote devices.
Additional information may be obtained at
http://www.telenetics.com


UNIFAB INTERNATIONAL: Exploring Alternatives To Repay Debts
-----------------------------------------------------------
UNIFAB International, Inc. (NASDAQ:UFAB) reported a net loss of
$591,000 ($0.07 per share, basic and diluted) on revenue of
$22.9 million for the three months ended June 30, 2001 compared
to net loss of $236,000 ($0.03 per share, basic and diluted) on
revenue of $20.2 million for the three months ended June 30,
2000. Depreciation and amortization for the quarter was $871,000
compared to $728,000 in the June quarter last year. Net loss for
the six months ended June 30, 2001 was $2.2 million ($0.27 per
share, basic and diluted) on revenue of $44.6 million compared
to net loss of $2.1 million ($0.31 per share, basic and diluted)
on revenue of $37.5 million for the six months ended June
30, 2000. Depreciation and amortization for the six-month period
ended June 30, 2001 was $1,716,000 compared to $1,576,000 in the
same period last year. The Company reported backlog of
approximately $31.4 million at June 30, 2001.

"June quarter revenues increased over the June quarter last
year, mainly due to increased activity in our core structure
fabrication operation. Operating margins were negatively
impacted, however, by operating costs at our deep-water facility
in Lake Charles, where volume has not yet developed sufficient
to cover the facility's operating overhead." said Dailey J.
Berard, UNIFAB International, Inc. President, Chairman and CEO.
"Our operating results also reflect costs in excess of revenues
at our barge repair facility in New Iberia, mainly due to the
impact of incurring manhours in the completion of a lift boat
contract without adequate manhours on profitable projects to
cover operating overhead at the facility."

"I am particularly encouraged by the increase in manhours in the
quarter at the Lake Charles operation, nearly half of which
occurred in the month of June. These hours were up over ten
percent from last quarter and nearly double compared to the June
quarter last year. The facility is beginning to develop a
business base, and we are all focused on maximizing the return
on that investment. The very slow recovery in the process system
and equipment market appears to have begun both domestically and
internationally returning the activity to levels sufficient to
recover operating costs for those facilities. Additionally, our
wastewater treatment business, while not yet material to the
overall operations of the Company, is beginning to build up
momentum from 18 months of developmental effort."

"We have engaged a financial advisor to assist us in evaluating
strategic alternatives to repay our debt by year end. Our bank
group remains cooperative, working with us in that effort. The
cost of maintaining the facility is high, and we recognize the
importance of replacing it as soon as possible. Our financial
statements for June 30, 2001 reflect the amount outstanding
under the credit facility as a current liability, and we are out
of covenant in the quarter due to lower than expected operating
results for the quarter and for the six month period ended June
30, 2001. While we are encouraged by some of the business
indicators, we are looking for cost reductions through
consolidation, elimination of underutilized or obsolete assets
and strategic realignment of businesses and facilities. We are
focused on improved profitability and return on investment."

UNIFAB International, Inc. is an industry leader in the custom
fabrication of topsides facilities, equipment modules and other
structures used in the development and production of oil and gas
reserves. The Company designs and manufactures specialized
process systems, refurbishes and retrofits existing jackets and
decks, provides design, repair, refurbishment and conversion
services for oil and gas drilling rigs and performs offshore
piping hook-up and platform maintenance services. Dailey Berard
serves as a commissioner on a number of committees and task
forces that are working to improve training and education of the
workforce in Louisiana.


USG CORPORATION: McMaster-Carr Seeks Reclamation of Goods
---------------------------------------------------------
McMaster-Carr Supply Company filed three claims seeking
reclamation and return of products received by USG Corporation
during the period of June 18 through June 25, 2001, pursuant to
11 U.S.C. Sec. 546(c).

McMaster-Carr Account Manager Matthew Willette (330-995-5876)
explains that his company sold the Debtors an assortment of
goods randing from soap dispensers and electrician's scissors to
float valve assemblies and an aluminum rolling ladder.

McMaster-Carr shows the Court three relevant invoices: an
$1,869.34 invoice for miscellaneous tools and parts, a $225.70
invoice for various supplies and a $7,671.42 invoice for
equipment and tools. (USG Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Asks Court To Fix April 1, 2002 Claims Bar Date
-----------------------------------------------------------
Determining the magnitude of any debtor's liabilities is a
prerequisite to any discussions about any chapter 11 plan of
reorganization, W. R. Grace & Co. tell Judge Farnan.

In bankruptcy, liabilities against a debtor's estate are
flushed-out by forcing every creditor to come forward and file a
proof of claim or have its claim forever barred.  A Claims Bar
Date is normal and routine, the Debtors say, and one should be
fixed by the Court in W.R. Grace's chapter 11 cases.  Certainly,
the Debtors admit, the time within which tort claimants must
file proofs of claim should be liberal, and the parties have to
deal with a universe of unknown claimants.

The Debtors propose a broad and sweeping noticing program that
is designed to provide:

       * 96.9% of all men over the age of 65 with 5.3 reminders;
         and

       * 95.4% of all adults over the age of 35 with 4.3
         reminders;

to file multi-page proof of claim forms if they suspect they
were injured or their property was damaged by one of Grace's
products.

The Debtors suggest that the Court fix April 1, 2002, as the Bar
Date, giving claimants more than 6 months to file their claims.
(W.R. Grace Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WARNACO GROUP: Committee Retains Otterbourg Steindler As Counsel
----------------------------------------------------------------
The Official Committee for Unsecured Creditors seeks to employ
and retain Otterbourg, Steindler, Houston & Rosen, P.C., as its
counsel.

OSH&R's services will include, but not limited to:

       (a) assist and advise the Committee in its consultation
with the Debtors relative to the administration of these cases;

       (b) attend meetings and negotiate with the representatives
of the Debtors;

       (c) assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;

       (d) assist the Committee in the review, analysis and
negotiation of any plan(s) of reorganization that may be filed
and to assist the Committee in the review, analysis and
negotiation of the disclosure statement accompanying any plan(s)
of reorganization;

       (e) assist the Committee in the review, analysis, and
negotiation of any financing agreements;

       (f) to take all necessary action to protect and preserve
the interests of the Committee, including:

              (i) the prosecution of actions on its behalf,

             (ii) negotiations concerning all litigation in which
                  the Debtors are involved, and

            (iii) if appropriate, review, analyze and reconcile
                  claims filed against the Debtors' estates;

       (g) generally prepare on behalf of the Committee all
necessary motions, applications, answers, orders, reports and
papers in support of positions taken by the Committee;

       (h) appear, as appropriate, before this Court, the
Appellate Courts, and the United States Trustee, and to protect
the interests of the Committee before said Courts and the United
States Trustee; and

       (i) perform all other necessary legal services in these
cases.

OSH&R will charge for its legal services on an hourly basis.
Attorneys and paraprofessionals of OSH&R bill their time in one-
tenth (1/10) hour increments.  OSH&R's hourly rates are usually
revised every fall of each year.  OSH&R's current hourly rates
range from:

            Partner                   - $395 to $550
            Associate                 - $195 to $390
            Paralegal/Legal Assistant - $145

OSH&R intends to apply to the Court for allowance of
compensation and reimbursement of expenses incurred in
connection with these cases, such as telephone and telecopier
toll charges, mail and express mail charges, special or hand
delivery charges, photocopying charges, travel expenses, etc.

Scott L. Hazan, a member of the OSH&R law firm, assures Judge
Bohanon that they are not associated with the Debtors, its
creditors, or any other potential party-in-interest.  Although
OSH&R may have represented, or represents and will represent
various entities that are creditors or equity holders of the
Debtors, investors, etc., Mr. Hazan emphasizes these are only in
matters unrelated  o the Debtor's Chapter 11 cases.  But if
OSH&R discovers any information contrary to these statements,
Mr. Hazan promises to promptly disclose the information to the
Court. (Warnaco Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WEIRTON: Says Senate Resolution Solidifies Steel Investigation
--------------------------------------------------------------
Weirton Steel Corp.'s (NYSE: WS) president and chief executive
officer said a resolution passed by the U.S. Senate Finance
Committee sends "a very strong message" concerning the current
investigation into steel imports.

The resolution, led by U.S. Sen. Jay Rockefeller, D-W.Va., seeks
an investigation into steel imports and calls for the U.S.
International Trade Commission (ITC) to consolidate the probe
into the current investigation launched June 22 by President
Bush. The committee approved the resolution by a 10-1 vote.

"The Senate Finance Committee is one of the most powerful
committees on Capitol Hill. Along with the House Ways and Means
Committee, it has jurisdiction over trade policy and the
senators' vote sends a very strong message that unfair trade
practices will not be tolerated," said John H. Walker, Weirton
Steel president and chief executive officer.

"By adopting the resolution, the committee brings additional
attention to the steel import crisis and further demonstrates to
all lawmakers the seriousness of this issue. We thank the
committee members, in particular Sen. Rockefeller, for their
hard work on behalf of the U.S. steel industry."

Walker explained the resolution supports the rationale behind
the current Section 201 investigation requested by Bush through
the Fair Trade Act of 1974.

The investigation, which will be completed late this year, will
determine if the imports have or could seriously harm the
domestic steel industry. If the ITC rules in favor of the U.S.
steel industry, the president could impose tariffs or quotas or
arrange orderly trade agreements.

Section 202 of the Fair Trade Act of 1974 allowed today's action
by the Senate Finance Committee. The ITC's ability to
consolidate the investigations falls under Section 603 of the
same act.

Steel imports began to rise from their normal annual rates in
1997 and peaked in 1998, the record year for such imports. Since
1997, import levels have remained high.

Weirton Steel is among other domestic mills and unions charging
that a significant portion of the steel imports are sold in the
U.S. at prices that violate federal trade laws. The low-priced
imports have driven prices downward to a point where they have
made it difficult for domestic steelmakers to compete. A
slowdown in the domestic demand for steel has compounded the
problem.

Since December 1997, 20 U.S. steel firms have filed for
bankruptcy protection and four of them have permanently shut
down. Over the past few years, most domestic steel companies
have reported financial losses.

Weirton Steel is the eighth largest U.S. integrated steel
company.


WESTPOINT STEVENS: Releases Second-Quarter Results
--------------------------------------------------
WestPoint Stevens Inc. (NYSE: WXS) --
http://www.westpointstevens.com-- reported results for the
second quarter and six months ended June 30, 2001.

The Company's net sales for the second quarter of 2001 decreased
13% to $401.7 million compared with $462.0 million a year ago.
On a pro forma basis, excluding sales from the acquired Chatham
blankets unit, sales declined 14% in the period. Ongoing weak
retail demand for home fashions products during the quarter led
to continued promotional activity. As a result, sales declined
in all product categories.

Operating earnings for the second quarter of 2001, before
charges associated with WestPoint Stevens' Eight-Point Plan,
decreased to $13.7 million or 3.4% of sales, compared with $58.9
million, or 12.7% of sales for the same period in 2000. This
decline reflected the negative operating leverage associated
with the sales decline, a shift in sales towards lower margin
products and increased raw material and energy costs.

Net income for the second quarter of 2001, again excluding
charges associated with the Eight-Point Plan, was a loss of
$13.8 million or a loss of $0.28 per diluted share compared with
net income of $17.9 million or $0.36 per diluted share for the
second quarter of 2000.

During the second quarter of 2001, WestPoint recognized a $3.7
million charge net of taxes for the implementation of its Eight-
Point Plan compared with a charge of $107.6 million net of taxes
a year ago. Including these charges, net income for the second
quarter of 2001 was a loss of $17.5 million or a loss of $0.35
per diluted share compared with a net loss of $89.8 million or a
loss of $1.81 per share for the second quarter of 2000.

Consistent with its recently amended bank credit facility, the
Company will discontinue payment of its quarterly $0.02 per
share cash dividend for the foreseeable future.

Given the uncertainty of the retail environment for the
remainder of 2001, the Company has determined that a range of
expectations for 2001 is more appropriate versus a single point
estimate. It now expects sales for 2001 of roughly $1,815
million to $1,865 million, versus $1,816 million in 2000; EBITDA
before charges associated with the Company's Eight-Point Plan
should approximate $215 million to $225 million versus $311
million in 2000; and earnings per share for 2001, before costs
associated with the Eight-Point Plan, are expected to
approximate a loss of $0.25 to a loss of $0.15 in 2001 versus
income of $1.34 in 2000.

Holcombe T. Green, Jr., Chairman and CEO of WestPoint Stevens,
said, "We continue to focus on the implementation of our Eight-
Point Plan, the benefits from which will begin to be realized in
the fourth quarter. Sales growth continues as our number one
challenge, especially in the face of lackluster consumer demand
at retail. However, new products for Ralph Lauren Home and
Disney Home will enhance revenue in the latter part of 2001 and
beyond. The Company enjoys excellent liquidity and will continue
to focus on reducing leverage. We believe WestPoint Stevens is
well positioned to take advantage of the opportunities in
today's competitive retail environment. In this regard, we are
encouraged by investments made by several of our directors and
officers in recent weeks totaling approximately 3.1 million
shares of WestPoint Stevens' common stock. These purchases,
combined with the roughly 3.8 million shares held by employee
retirement accounts and 14.5 million shares already held by
officers and directors, demonstrate the confidence and
commitment our management team has in the long-term outlook for
the Company."

During the first six months of 2001, sales decreased 9.9% to
$820.3 million versus $909.9 million in 2000. Operating earnings
before charges associated with the Eight-Point Plan for the
first half of 2001 were $43.3 million or 5.3% of sales versus
$112.8 million or 12.4% of sales in the comparable year ago
period. Net income before charges of $9.4 million net of taxes
for the first six months of 2001 was a loss of $19.0 million
compared with income of $33.4 million in 2000 reflecting the
impact of lower sales, a shift in sales towards lower margin
product, increased promotional activity, higher raw material
costs and increased borrowing costs associated with increased
interest rates and higher debt levels. Fully diluted earnings
per share before charges associated with the Eight-Point Plan
decreased to a loss of $0.38 versus income of $0.67 a year ago.
Including charges associated with the Eight-Point Plan, net
income increased to a loss of $28.4 million in the first half of
2001 compared with a net loss of $74.2 million in the comparable
year ago period. For the first half of 2001, fully diluted
earnings, including charges associated with the Eight-Point
Plan, were a loss of $0.57 per share compared with a loss of
$1.50 in 2000.

WestPoint Stevens Inc. is the nation's leading home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names of MARTEX, VELLUX, UTICA, GRAND
PATRICIAN, PATRICIAN, STEVENS, LADY PEPPERELL and CHATHAM, and
under licensed brands including RALPH LAUREN HOME, DISNEY HOME,
SANDERSON, DESIGNERS GUILD, JOE BOXER and GLYNDA TURLEY.
WestPoint Stevens is also a manufacturer of the MARTHA STEWART
bed and bath lines. WestPoint Stevens can be found on the World
Wide Web at http://www.westpointstevens.com


WORLD WIDE WIRELESS: Davis Takes Over As CEO and President
----------------------------------------------------------
World Wide Wireless Communications, Inc. (OTCBB:WLGS) announced
that Eugene Davis has been unanimously appointed to the Board of
Directors by its members in order to fill a vacancy and was
elected its Chairman. Mr. Davis also assumed the positions of
Chief Executive Officer and President.

The Company also announced that Jack Cutter, Robert Bowman and
Sonny Rath have resigned as members of the Board of Directors
and that Mr. Cutter has also resigned as Chief Executive Officer
and President. Mr. Cutter and Mr. Bowman have resigned after
accomplishing the twin goals of reducing expenses and finding a
replacement. At Mr. Davis' request the Board also appointed
Harry R. Kraatz to fill a vacancy on the Board and to continue
his work in helping to restructure the Company's balance sheet,
reduce costs and implement the revised strategic plan. Both Mr.
Davis and Mr. Kraatz have been working with the Company as
consultants in its efforts to restructure and chart a new
strategic direction.

Mr. Davis is the Chairman of PIRINATE Consulting Group, LLC,
which specializes in crisis and turn-around management, merger
and acquisition consulting, hostile and friendly takeovers,
proxy contests and strategic planning advisory services for
public and private business entities. Mr. Davis has worked as an
attorney, corporate executive and consultant in the
reorganization and turn-around area for almost twenty years and
has served as an executive, board member and/or consultant in
the reorganizations of Emerson Radio Corp, Sport Supply Group,
Inc., Coho Energy, Inc., SmarTalk Teleservices, Inc., TSR
Wireless, Inc., Aquis Wireless Communications, Inc. and RBX
Corporation, among others. Mr. Davis has been working with
Worldwide since May of this year in the preparation of a new
strategic business plan and in the Company's ongoing negotiation
with its creditors. Both Mr. Davis and Mr. Kraatz have been
directly responsible for securing the forbearance of the
Company's major creditors while the Company prepares to execute
its new strategic plan.

Mr. Kraatz is President of T.E.G. Inc., a crisis and turn-around
management, franchise and financial consulting firm. In such
capacity he has provided consulting services to numerous finance
and franchising companies including Montgomery Medical Ventures,
Commonwealth Associates, Westminster Capital, Liberty Travel,
Swensen's Ice Cream and others. Mr. Kraatz has held various
positions including, among others, serving as Vice Chairman of
Commercial Bank of San Francisco and Chief Executive Officer of
Finet Holdings Corporation.


WORLD WIDE WIRELESS: Resolves Indebtedness to Andrew Corp.
---------------------------------------------------------
World Wide Wireless Communications, Inc. (OTCBB:WLGS) has
entered into an agreement with Andrew Corporation to resolve all
its remaining indebtedness to Andrew in exchange for the return
of all equipment previously shipped by Andrew to support the
Company's intended operations in Argentina.

"The ability to fully satisfy the Andrew Corporation
indebtedness eliminates one of the major obstacles to the
Company's ability to continue its operations," noted Mr. Eugene
Davis, newly appointed CEO and President. "This agreement will
remove over $1.4 million in debt from the Company's balance
sheet and facilitates our attempts to carry forward with plans
to recapture value for our shareholders and remaining
creditors," he added.

At the same time, the Company's convertible debenture holders --
who together hold nearly $7 million in debt convertible to
common shares of the Company's stock -- have agreed to continue
to fund the Company's operations. They have also agreed,
consistent with this on-going funding, to continue the
Forbearance Agreements announced previously and to assist the
Company in efforts to restructure itself without the need for
bankruptcy court protection.

The Company's new management announced further that it is
actively engaged in a number of efforts to revise its business
plan to develop a viable alternative in today's difficult
funding environment. Mr. Davis stated that, "Following an
extensive review of our assets, operations and capital
structure and continuing conversations with our creditors and
staff, we have come to the conclusion that the company and its
stakeholders will be best served by a redirection of the
Company's strategic plan. We will deemphasize our participation
in the wireless internet market, sell assets for cash and/or
advance our remaining businesses through joint ventures,
continue our negotiations with creditors to compromise, extend,
convert and/or forgive debt and seek new businesses that can
take advantage of our extensive shareholder base and status as a
public company. We are irrevocably committed to preserving the
Company and recovering value for our various stakeholder
constituencies."

The Company also announced it has moved its offices to a smaller
location in the same building in which it was previously
located. In addition to reducing its rent by nearly $10,000 per
month this move will also result in return of approximately
$80,000 in moneys deposited to guarantee the original lease. The
address and the telephone number remains the same.


BOND PRICING: For the week of July 30 - August 3, 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.

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

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

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

                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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                      *** End of Transmission ***