TCR_Public/010820.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, August 20, 2001, Vol. 5, No. 162

                            Headlines

@COMM CORPORATION: Chapter 11 Case Summary
ACCUHEALTH INC.: Files Chapter 11 Petition in S.D.N.Y.
ACCUHEALTH INC.: Case Summary & 20 Largest Unsecured Creditors
AMAZON.COM: Issues 6.5 Million Shares To America Online
AMAZON.COM: Focuses 2Q Reports on Sales Rather than Losses

AMES DEPARTMENT: Will Padlock & Liquidate 47 Stores
AMF BOWLING: Committee Taps Debevoise & Plimpton as Counsel
BRIDGE INFORMATION: Moves To Assume Independent Contractor Pacts
BRISTOL RETAIL: Parent Will React To Platinum Funding Actions
CENTRAL RESERVE: Fitch Lowers Insurer's Strength Rating to 'BB'

CHOICETEL COMMS: Falls Short Of Nasdaq Compliance Requirement
COMDISCO INC: Obtains Court Order To Hire 57 Professionals
DEUTSCHE MORTGAGE: Fitch Drops Pass-Through Certificates To CCC
EAGLE FAMILY: S&P Affirms CCC+ Rating for Subordinated Debt
EGGHEAD.COM: Chapter 11 Case Summary

EMPRESAS IANSA: Ratings Lowered to BB+ & Lifts CreditWatch
FINOVA GROUP: Scott Robins Seeks Lifting Of Stay Re Litigation
GENESIS HEALTH: Seeking Intercompany Claim Bar Date Extension
GENSYM CORPORATION: In Repayment Talks with Rocket Software
ICG COMMS: Denver Seeks Setoff Of Tax & Contract Obligations

IMPRESS METAL: S&P Downgrades Subordinated Debt To CCC+
INTEGRAL VISION: Stock Moves to OTCBB After Nasdaq Delisting
KEY3MEDIA: S&P Revises Outlook To Negative From Stable
KRAUSE'S FURNITURE: Gets AMEX's Delisting Notice
LAIDLAW INC: Safety-Kleen Objects To Cross-Border Protocol

LOEWEN GROUP: Reports Miscellaneous Asset Deals In June 2001
LUCENT TECHNOLOGIES: Gets 'Green Light' To Proceed With Workout
MIDWAY AIRLINES: S&P Drops Rating To D After Bankruptcy Filing
OWENS CORNING: Asbestos Claimants' Panel Hires Campbell & Levine
PARK-OHIO: S&P Revises Outlook to Negative From Stable

PERSONNEL GROUP: S&P Downgrades Ratings, Junking Sub Debt
PILLOWTEX CORP: Secures Approval of Global Bidding Procedures
PSINET INC.: Telus Wins Canadian Operations Asset Bid
RIVIERA BLACK: S&P Affirms B- Credit Ratings
SAFETY-KLEEN: Hudson County Seeks Stay Relief To Continue Suit

SERVICE MERCHANDISE: Auditors Continue to Raise Viability Doubts
TESSERACT GROUP: Unit Sells Assets To Borg Holdings
UNIFORET INC: Court Extends Protection To September 30, 2001
URSUS TELECOM: Hires Capitalink To Assist In Restructuring
WAVVE TELECOMMUNICATIONS: Chapter 11 Case Summary

WHEELING-PITTSBURGH: Seeks Court Okay For Iron Ore Deal
WINSTAR COMMS: Seeks To Reject 800 Bum Building Access Deals
ZANY BRAINY: Enters Deal To Sell Assets To Right Start
ZIFF DAVIS: S&P Junks Credit Ratings & Initiates CreditWatch

BOND PRICING: For the week of August 20 - 24, 2001

                            *********

@COMM CORPORATION: Chapter 11 Case Summary
------------------------------------------
Debtor: @COMM Corporation
         aka Comm Corp.
         fka Xiox Corp.
         2041 Pioneer Ct. #204
         San Mateo, CA 94403

Chapter 11 Petition Date: August 15, 2001

Court: Northern District of California (San Francisco)

Bankruptcy Case No.: 01-32123

Judge: Thomas E. Carlson

Debtor's Counsel: Janice M. Murray, Esq.
                   Law Offices of Murray and Murray
                   19330 Stevens Creek Blvd. #100
                   Cupertino, CA 95014-2526
                   650-852-9000


ACCUHEALTH INC.: Files Chapter 11 Petition in S.D.N.Y.
------------------------------------------------------
AccuHealth, Inc. (OTC Bulletin Board: AHLT) and certain of its
subsidiaries announced that they filed for Chapter 11 Bankruptcy
protection on Friday, August 10, 2001 in the United States
Bankruptcy Court for the Southern District of New York.

The Company made this decision in light of its desire to conduct
an orderly liquidation of its assets and liabilities.


ACCUHEALTH INC.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Accuhealth, Inc.
              Ridge Hill
              Yonkers, NY 10710

Debtor affiliates filing separate chapter 11 petitions:

              Midview Drug, Inc.
              Healix Healthcare, Inc.
              Accuhealth of New York, Inc.
              PRN Homecare Agency, Inc.

Type of Business: The Debtor is in the business of providing
                   home health care services in the New York
                   Metropolitan Areas.

Chapter 11 Petition Date: August 10, 2001

Court: Southern District of New York (White Plains)

Bankruptcy Case Nos.: 01-21522 through 01-21526

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: Gerard Sylvester Catalanello, Esq.
                   Jay L. Gottlieb, Esq.
                   Baer, Marks & Upham, LLP
                   805 Third Avenue
                   New York, NY 10022
                   Tel: (212) 702-1472
                   Fax: (212) 702-5941
                   Email: Catalanello@Baermarks.com
                          gottlieb@baermarks.com

Total Assets: $1,850,000

Total Debts: Approximately $22,545,000

20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
McKesson - HBOC                     $3,700,000
c/o Anderson & Rottenberg PC
396 Lexington Ave, 16TH Fl
New York, NY 10017
Steven S. Anderson
212-661-3080

Austin Marxe                          $500,000
c/o Lowenstein Sandler PC
1330 Ave. of the Americas
21FL New York, NY 10017
Steven M. Hecht
212-262-6700

Baxter Healthcare Corp.               $229,502

Genzyme Corp.                         $174,353

Mediq ACS                             $168,178

Perigon Medical Distribution          $157,289

Valcour Medical                        $68,028

Ameriflex, LLC                         $68,028

Oxford Health Plans                    $54,331

Allied Health Care                     $50,971

Bayada Nurses                          $50,704

Anchor Biomedical Resources            $47,604

Proskauer LLP                          $46,834

Micro Age                              $45,546

Biomed Plus, Inc.                      $42,973

Medical Delivery Systems, Inc.         $40,087

First Great West Life                  $38,369

Nestle USA                             $35,054

Home Care Services                     $31,342

Wellness Home Care                     $26,186


AMAZON.COM: Issues 6.5 Million Shares To America Online
-------------------------------------------------------
Amazon.com on July 23, 2001 issued 6,543,646 shares of its
common stock to America Online, Inc. (AOL).

Pursuant to the common stock purchase agreement, because the
last sale price of Amazon.com's common stock on the Nasdaq
National Market System, as reported on nasdaq.com, for the five
full trading days following the announcement of its financial
results of operations for the period ended June 30, 2001 was
less than $15.282, the Company will deliver to America Online,
Inc. 1,693,586 shares of its common stock.

America Online, Inc. purchased all 8,237,232 shares of common
stock from Amazon.com at an aggregate purchase price of
$100,000,000, resulting in aggregate proceeds to Amazon.com of
$100,000,000.

Pursuant to the common stock purchase agreement, America Online,
Inc. has agreed, for two years from the July date, not to sell,
transfer or otherwise dispose of the shares of Amazon.com's
common stock, or any interest therein, provided that hedging
transactions and certain other transfers are excepted from such
agreement.

These restrictions on transfer will terminate if the Company
undergoes a change of control or if certain commercial
agreements between America Online, Inc. and the Company are
terminated as a result of Amazon.com's material breach, or
become terminable pursuant to certain other provisions.

After the expiration of the two year period, America Online,
Inc. may freely transfer the shares of the common stock,
provided that, subject to certain exceptions, such sales will be
subject to volume limitations unless structured as block sales
meeting certain price and size requirements.

America Online, Inc. has agreed, until the second anniversary of
the July date, that neither it nor its affiliates will acquire
beneficial ownership of shares of Amazon.com's capital stock, or
securities convertible or exchangeable for shares of its capital
stock if, after giving effect to such acquisition, America
Online, Inc. and its affiliates would own in excess of 5 percent
of such class of the Company's capital stock, and that neither
it, nor its affiliates will otherwise publicly seek to commence
a merger, asset sale or other change of control transaction
affecting the Company.

These restrictions will terminate if Amazon.com enters into an
agreement with respect to a change of control transaction
affecting the Company, if a third party makes an unsolicited
public offer with respect to a change of control transaction
affecting the Company, if Amazon.com undergoes a change of
control, or if certain commercial agreements between America
Online, Inc. and the Company are terminated as a result of the
Company's material breach, or become terminable pursuant to
certain other provisions.

Moreover, these restrictions will be suspended during any period
in which (i) the Company has engaged an investment banker for
the purpose of seeking a change of control transaction and have
solicited three or more offers, (ii) the Company has publicly
announced that it is exploring a change of control transaction
or similar strategic alternatives, (iii) a third party offer
with respect to change of control transaction affecting the
Company has become publicly known and the Company has not
rejected it, or (iv) a third party has launched and not
terminated a tender offer with respect to shares of its common
stock.

On July 30, 2001, the reported last sale price of the Company's
common stock on the Nasdaq National Market was $12.55 per share.


AMAZON.COM: Focuses 2Q Reports on Sales Rather than Losses
----------------------------------------------------------
Amazon.Com's net sales were $668 million and $578 million for
the three months ended June 30, 2001 and 2000, respectively, and
$1.4 billion and $1.2 billion for the six months ended June 30,
2001 and 2000, respectively, representing an increase of 16% and
19%, respectively.

Increases in absolute dollars of net sales during the three and
six-months ended June 30, 2001 are primarily due to increased
unit sales in the Company's International and U.S. Electronics,
Tools and Kitchen segments, enhancements and additions to
product offerings, and increases in service revenues.

Net sales for U.S. Books, Music and DVD/Video segment were $390
million and $385 million for the three months ended June 30,
2001 and 2000, respectively, and $799 million and $787 million
for the six months ended June 30, 2001 and 2000, respectively.

Included in net sales for this segment are sales of consumer
products and related shipping charges for books, music and
DVD/video products sold through www.amazon.com, including
amounts earned on sales of similar products sold through Amazon
Marketplace, and will include gross product revenue from the
forthcoming strategic alliance with Borders Group, Inc.

The growth rate in comparison to the corresponding three-month
and six-month periods in the prior year for the U.S. Books,
Music and DVD/Video segment was 1 percent and 2 percent,
respectively.

The growth rates reflect several factors, including the
increasing revenue base of this segment, a shift in the source
of product sales towards used-products sold through Amazon
Marketplace, a continuing focus on balancing revenue growth with
operating profitability, and a general slowdown in consumer
spending.

Net sales for U.S. Electronics, Tools and Kitchen segment were
$111 million and $92 million for the three months ended June 30,
2001 and 2000, respectively, and $227 million and $166 million
for the six months ended June 30, 2001 and 2000, respectively.

Included in net sales for this segment are sales of consumer
products and related shipping charges for consumer electronics,
camera and photo items, software, computer and video games,
tools and hardware, outdoor living items, kitchen and houseware
products and cell phones and service sold through
www.amazon.com, and toys sold other than through the Company's
strategic alliance with Toysrus.com. The U.S. Electronics, Tools
and Kitchen segment also includes amounts earned on sales of
similar products sold through Amazon Marketplace.

The growth rate in comparison to the corresponding three-month
and six-month periods in the prior year for the U.S.
Electronics, Tools and Kitchen segment was 21 percent and 37
percent, respectively. Included in the prior year comparative
periods were Internet-related product sales of toys and video
games, product lines that were largely discontinued in
connection with the strategic alliance with Toysrus.com.

Growth in net sales for U.S. Electronics, Tools and Kitchen
segment reflects increases in units sold by the electronics and
home improvement stores in comparison with the same periods in
2000.

Net sales for Services segment were $39 million and $27 million
for the three months ended June 30, 2001 and 2000, respectively,
and $81 million and $50 million for the six months ended June
30, 2001 and 2000 respectively.

Net sales for Services segment include amounts earned in
connection with business-to-business strategic relationships, as
well as amounts earned through Auctions, zShops and Payments.
The growth rate in comparison to the corresponding three-month
and six-month periods in the prior year for the Services segment
was 41 percent and 61 percent, respectively, which is related
primarily to the Company's business-to-business strategic
relationship with Toysrus.com.

Included in service revenues are equity-based service revenues
of $8 million and $20 million for the three months ended June
30, 2001 and 2000, respectively, and $17 million and $37 million
for the six months ended June 30, 2001 and 2000, respectively.
Equity-based service revenues result from private and public
securities received and amortized into results of operations.

In accordance with accounting principles generally accepted in
the United States, the fair value of securities received is
generally determined at the date the related commercial
agreement is first entered into; revenue is generally recognized
over the corresponding service periods based on initial
valuations, and is not adjusted due to fluctuations in the fair
value of the securities.

However, if securities received after March 16, 2000, including
any securities Amazon.com may receive in the future, are subject
to forfeiture or vesting provisions and no significant
performance commitment exists upon signing of the related
commercial agreement, the fair value is determined as of the
date the respective forfeiture or vesting provisions lapse.

Net sales for the Company's International segment were $128
million and $73 million for the three months ended June 30, 2001
and 2000, respectively, and $260 million and $149 million for
the six months ended June 30, 2001 and 2000, respectively.

Net sales in this segment were comprised primarily of books,
music and DVD/video consumer product sales and related shipping
charges to customers sold through www.amazon.co.uk,
www.amazon.de, www.amazon.fr and www.amazon.co.jp Web sites,
including their export sales into the United States, and also
includes sales of the newly-opened consumer electronics stores
at www.amazon.co.uk and www.amazon.de.

The growth in our International segment was 75 percent for the
corresponding three-month and six-month periods in the prior
year, which reflects a significant increase in units sold by
www.amazon.de and www.amazon.co.uk sites, as well as the launch
of the new www.amazon.fr and www.amazon.co.jp sites during the
second half of 2000. Sales to customers outside the United
States, including export sales from www.amazon.com, represented,
as a percentage of consolidated net sales, approximately 28
percent and 23 percent for the three months ended June 30, 2001
and 2000, respectively, and 27 percent and 23 percent for the
six months ended June 30, 2001 and 2000, respectively.

Shipping revenue across all segments was $76 million and $73
million for the three months ended June 30, 2001 and 2000,
respectively, and $159 million and $148 million for the six
months ended June 30, 2001 and 2000, respectively. Increases in
shipping revenue in 2001 correspond with increases in unit
sales, offset by periodic free and reduced shipping promotions.

Amazon.com expects net sales to be between $625 million and $675
million for the quarter ending September 30, 2001, and for the
fourth quarter ending December 31, 2001, the Company expects net
sales to increase between 10% and 20% in comparison with the
comparable period in the prior year. However, any such
projections are subject to substantial uncertainty.
Gross Profit

Gross profit is net sales less the cost of sales, which consists
of the purchase price of consumer products sold, inbound and
outbound shipping charges, packaging supplies, and costs
associated with service revenues. Costs associated with service
revenues include employee costs associated with the creation and
maintenance of content for co-branded Web sites, fulfillment-
related costs to ship products on behalf of service partners,
and other associated costs.

Gross profit was $180 million and $136 million for the three
months ended June 30, 2001 and 2000, respectively, and $362
million and $264 million for the six months ended June 30, 2001
and 2000, respectively, representing an increase of 32% and 37%,
respectively.

Increases in absolute dollars of gross profit during the three
and six month periods in 2001 primarily reflect improvements in
inventory management and product sourcing, and increases in
service revenues from strategic partners.

Excluding the results of Services segment, gross margin would
have been 24 percent and 20 percent for the three months ended
June 30, 2001 and 2000, respectively, as compared with an
overall gross margin of 27 percent and 24 percent, respectively.
Excluding the results of Services segment, gross margin would
have been 24 percent and 20 percent for the six months ended
June
30, 2001 and 2000, respectively, as compared with an overall
gross margin of 26 percent and 23 percent, respectively.

Gross profit for U.S. Books, Music and DVD/video segment was
$111 million and $87 million for the three months ended June 30,
2001 and 2000, respectively, and $220 million and $170 million
for the six months ended June 30, 2001 and 2000, respectively,
which represents increases of 28percent and 30percent,
respectively.

Gross margin was 28 percent and 23 percent for the three months
ended June 30, 2001 and 2000, respectively, and 28percent and
22percent for the six months ended June 30, 2001 and 2000,
respectively.

Improvements in gross margin primarily reflect company efforts
to improve product sourcing as it continued to increase the
percentage of products sourced directly from publishers, a
favorable mix in customer discounts and lower inventory charges
as a percent of sales, and to a lesser extent the higher margin
sales of units sold through Amazon Marketplace.

Gross profit for U.S. Electronics, Tools and Kitchen segment was
$13 million and $6 million for the three months ended June 30,
2001 and 2000, respectively, and $30 million and $13 million for
the six months ended June 30, 2001 and 2000, respectively, which
represents increases of 111 percent and 128 percent,
respectively. Gross margin was 12 percent and 7 percent for the
three months ended June 30, 2001 and 2000, respectively, and 13
percent and 8 percent for the six months ended June 30, 2001 and
2000, respectively.

Improvements in gross margin over the corresponding periods of
the prior year primarily reflect company efforts to improve
sourcing arrangements, the introduction of new product
categories, and through improved inventory management.

Gross profit for the Services segment was $26 million and $27
million for the three months ended June 30, 2001 and 2000,
respectively, and $55 million and $49 million for the six months
ended June 30, 2001 and 2000, respectively, which represents a
decline of 1 percent and an increase of 12 percent,
respectively. Gross margin was 68 percent and 97 percent for the
three months ended June 30, 2001 and 2000, respectively, and 68
percent and 97 percent for the six months ended June 30, 2001
and 2000, respectively.

The decline in service margin for each of the comparable periods
in the current year relates primarily to ongoing costs
associated with the Company's strategic relationship with
Toysrus.com.

Gross profit from the Services segment largely corresponds with
revenues earned from its business-to-business strategic
relationships, as well as amounts earned through Auctions,
zShops and Payments. Included in service revenues are equity-
based service revenues of $8 million and $20 million for the
three months ended June 30, 2001 and 2000, and $17 million and
$37 million for the six months ended June 30, 2001 and 2000.

Equity-based service revenues are associated with private and
public securities received and amortized into results of
operations.

Gross profit for Amazon.com's International segment was $29
million and $16 million for the three months ended June 30, 2001
and 2000, respectively, and $57 million and $32 million for the
six months ended June 30, 2001 and 2000, respectively, which
represents increases of 80 percent and 78 percent, respectively.
Gross margin was 23 percent and 22 percent for the three months
ended June 30, 2001 and 2000, respectively, and 22percent for
the six months ended June 30, 2001 and 2000.

The increase in company absolute gross profit dollars reflects a
significant increase in units sold by its www.amazon.de and
www.amazon.co.uk sites in comparison with the same periods in
the prior year, as well as the launch of the new www.amazon.fr
and www.amazon.co.jp sites during the second half of 2000.

Shipping gross loss was $2 million and shipping gross profit was
$7 million during the three months ended June 30, 2001 and 2000,
respectively, and shipping gross loss was $6 million and
shipping gross profit was $7 million for the six months ended
June 30, 2001 and 2000, respectively.

The gross loss in shipping in the three month and six month
periods of 2001 was due, in part, to a higher revenue mix from
the business units in countries that offer free-shipping or
product lines that involve low margin shipping, as well as
selective free-shipping promotions in the U.S.; well-publicized
rate increases and fuel-surcharges from major suppliers; as well
as costs associated with split and long-zone shipments.

The Company continues to measure its shipping results relative
to their impact on overall financial results, and Amazon.com
will from time to time continue offering shipping promotions to
customers and may continue to experience fluctuating margins
from shipping activities.

The Company says it expects its overall gross margin to be
between 24 percent and 27 percent of net sales for the quarter
ending September 30, 2001. However, any such projections are
subject to substantial uncertainty.

The Company's loss from operations was $140 million and $180
million for the three months ended June 30, 2001 and 2000,
respectively, and $356 million and $378 million for the six
months ended June 30, 2001 and 2000, respectively. Excluding the
restructuring-related charges company loss from operations would
have been $81 million and $184 million for the three months and
six months ended June 30, 2001, respectively. Excluding the
restructuring-related charges, the improvement in operating loss
in comparison with the prior periods was primarily due to
increases in gross profit dollars, declines in non-cash charges
such as amortization of goodwill and other intangibles, and a
reduction in marketing-related expenditures.

Company cash and cash equivalents balance was $463 million and
$822 million, and its marketable securities balance was $146
million and $278 million at June 30, 2001 and December 31, 2000,
respectively.


AMES DEPARTMENT: Will Padlock & Liquidate 47 Stores
---------------------------------------------------
Ames Department Stores, Inc. (NASDAQ: AMES) will close 47
store locations.  The stores will immediately begin liquidation
and are expected to close by the end of October.

"We've continued to see a softening economy in the last several
months and don't anticipate much improvement in the short term.
In keeping with our ongoing review of operations, these stores
have now become candidates for closure. Closing stores is always
difficult, especially for those associates directly impacted by
the closings. Wherever possible, we will find opportunities for
these associates in markets with ongoing Ames locations," Ames
Chairman and CEO Joseph R. Ettore said.

"In this tough economic climate," he added, "we feel that it is
in the Company's best interest to put our efforts into our
viable core business which represents just over 400 store
locations."

The store closings will affect some 2,000 employees in 10
markets. A complete listing of all the closing stores can be
found on the company website at WWW.AMESSTORES.COM.

Ames Department Stores, Inc., a FORTUNE 500(R) company, is the
nation's largest regional, full-line discount retailer with
annual sales of approximately $4 billion. With 452 stores in the
Northeast, Mid-Atlantic and Mid-West, Ames offers value-
conscious shoppers quality, name-brand products across a broad
range of merchandise categories.

For more information about Ames, visit WWW.AMESSTORES.COM or
WWW.AMESSTORES.COM/ESPANOL.


AMF BOWLING: Committee Taps Debevoise & Plimpton as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of AMF Bowling
Worldwide, Inc. seeks the Court's permission to employ and
retain the law firm of Debevoise & Plimpton as its lead counsel
in these Chapter 11 cases.

Committee chairman Robert Hamwee tells the Court that the
Committee wants to retain Debevoise because of its extensive
experience and expertise in bankruptcy and reorganization
matters, its familiarity with the Debtors' businesses and these
chapter 11 cases.

Specifically, Debevoise will:

    (a) advise the Committee with respect to its powers and
        duties under section 1103 of the Code;

    (b) take action necessary to preserve, protect and maximize
        the value of the Debtors' estates for the benefit of the
        Debtors' bondholders and unsecured creditors, including
        but not limited to investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors, the operation of the Debtors' businesses and the
        desirability of the continuance of such businesses and
        any other matter relevant to the case or to the
        formulation and/or evaluation of a plan of
        reorganization;

    (c) prepare on behalf of the committee motions, applications,
        answers, orders, reports, pleadings and papers that may
        be necessary to the Committee's interests in these
        chapter 11 cases;

    (d) participate in the negotiation, formulation and
        implementation of a plan of reorganization as may in the
        best interests of the Committee and the unsecured
        creditors of the Debtors' estates;

    (e) represent the Committee's interests with respect to the
        Debtors' efforts to obtain post-petition financing;

    (f) advise the Committee in connection with any potential
        valuation or sale of assets;

    (g) appear before this Court, any appellate courts, and the
        United States Trustee and protect the interests of the
        committee and the value of the Debtors' estates;

    (h) consult with the Debtors' counsel on behalf of the
        Committee regarding tax, intellectual property, labor and
        employment, real estate, corporate, litigation matters,
        and general business operational issues;

    (i) assist the Committee in evaluating the necessity of
        seeking the appointment of a trustee or examiner, and
        requesting such appointment, if deemed appropriate;

    (j) perform all other necessary legal services and provide
        all other necessary legal advice to the Committee in
        connection with these chapter 11 cases.

Steven R. Gross, Esq., reminds the Court that Debevoise rendered
services to an informal committee of the Debtors' unsecured
creditors since September 6, 2000. On July 2, 2001, Debevoise
commenced services for the Official Committee.

Mr Gross indicates that Debevoise will charge the Estates its
customary hourly rates:

    Steven R. Gross        $650
    Michael E. Wiles       $650
    Lorna G. Schofield     $650
    Jennifer R. Cowan      $390
    Young Lee              $390
    Yeun-Joo Lee           $290
    John Rothermich        $290
    Alexia Richmond        $168

Mr. Gross discloses that Debevoise was paid $160,766.98 for its
estimated accrued time and expenses through July 1, 2001.

However, Debevoise underestimated the bill by $3,543.27 and will
apply the arrearages against a previously delivered cash
retainer of $100,000 from the Debtors. Mr. Gross says that the
remainder of the retainer will be applied against future fees
and expenses subject to this Court's approval.

Mr. Gross relates that Debevoise conducted a "conflict check"
and found out that it may have in the past represent, may
currently represent and in the future will represent certain
parties in interest regarding matters unrelated to the Debtors
or their estates.

Mr. Gross contends that Debevoise has not represented any of the
parties-in-interest in connection with matters relating to the
Debtors, their estates, assets or businesses and will not
represent other entities with matters relating to the Debtors,
their estates, assets or businesses.

Further, Mr. Gross assures the Court that Debevoise is a
"disinterested person". He asserts that Debevoise does not
pursue any interests materially adverse to the Debtors, nor has
it represented or is currently representing, any of the parties
in interest, except in matters unrelated to the Debtors or their
estates. (AMF Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BRIDGE INFORMATION: Moves To Assume Independent Contractor Pacts
----------------------------------------------------------------
Bridge Information Systems, Inc. has filed a motion, seeking a
Court order authorizing them to assume certain executory
contracts with independent contractors.

Lloyd A. Palans, Esq., at Bryan Cave LLP, in St. Louis,
Missouri, relates that the Debtors employ independent
contractors to perform discrete services for the Debtors,
including data services, computer systems consulting, management
consulting, web design, technical consulting, human resources
consulting, freelance news reporting and treasury consulting.

Mr. Palans says these Contract Services are necessary to the
Debtors' ongoing operations and businesses. However, it was not
and is not either:

    (i) possible to retain full-time employees with the
        appropriate skill sets required for the Contract
        Services, or

   (ii) necessary and/or cost-effective to hire full-time
        employees to perform the Contract Services.

Therefore, Mr. Palans notes, the Debtors hired the Contractors
to perform the Contract Services. According to Mr. Palans, this
arrangement ensures that the Debtors receive the Contract
Services on an "as-needed" basis in the most cost-effective
manner possible.

The amounts payable to the Contractors average approximately
$155,000 per month. Currently, the Debtors owe the Contractors a
total of approximately $271,985.56 for pre-petition Contract
Services.

Mr. Palans assures Judge McDonald that the Contracts are
necessary to the Debtors ongoing operations and businesses.
Moreover, Mr. Palans adds, it would be costly and time-consuming
if the Debtors had to contract new independent contractors or
hire new employees.

               Creditors' Committee Objects

The Official Committee of Unsecured Creditors is opposed the
Debtors' motion to assume the contracts with MIG Poland and
Clifford Lewis. The Committee notes that the outstanding pre-
petition debt to MIG Poland is $43,213, and its average monthly
fee will be about $67,000. At the same time, the Debtors owe
Clifford Lewis $92,818, for pre-petition services, while its
ongoing post-petition monthly fee will be a fixed, flat fee of
$30,000.

The Committee requests that the Court disallow the assumption of
the MIG Poland and Clifford Lewis contracts until they receive
from the Debtors a more detailed description of the services
provided by these two independent contractors, as well as a
description of the benefits such services confer the Debtors and
their estates.

                           * * *

Convinced that the assumption of the contracts is in the
Debtors' best interests, Judge McDonald ordered that these
executory contracts be assumed:

      Name of Contractor          Contract Services
      ------------------          -----------------
(1) Caldwell Treasury Consulting Treasury Consulting Service LLC
(2) Clifford Lewis               Management Consulting
(3) Elizabeth Lexleigh           Web Design
(4) J&V Consulting               Technical Consulting
(5) Elizabeth Morris             Treasury Consulting
(6) David Rettger                Technical Consulting
(7) Robert Donnelly              Freelance News Contractor
(8) Paul Carson                  Freelance News Contractor
(9) Susanne Holly Brent          Freelance News Contractor
(10) Helen Silvis                Freelance News Contractor
(11) William Medley              Freelance News Contractor
(12) Jose Fernandez Ramos        Freelance News Contractor

With respect to the executory contract with Clifford Lewis,
Judge McDonald ruled that it should be modified to provide that
the monthly payment due should be:

    (i) $20,000 per month from April 2001 through June 2001; and

   (ii) $30,000 per month beginning July 2001.

In a subsequent hearing, the Debtors withdrew its Motion to
assume the Data Services contract with Maria Ramirez Capital
Consultants, Inc. Another hearing is set to deal with the
Computer Systems contract with MIG Poland and the Data Services
contract with Foreign Exchange Analytics. (Bridge Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


BRISTOL RETAIL: Parent Will React To Platinum Funding Actions
-------------------------------------------------------------
VoiceFlash Networks, Inc. (Nasdaq:VFNX) will respond to what
they believe are recent improper actions taken by Platinum
Funding Corporation. These alleged actions were damaging to
VoiceFlash and its wholly-owned subsidiary, Bristol Retail
Solutions.

Bristol filed for bankruptcy under Chapter 11 in the U.S.
Bankruptcy Court of the Central District of California, and
expected to reorganize successfully based on a funding
commitment by Platinum.

The complaint alleges that subsequent to approval from the U.S.
Bankruptcy Court, Platinum dramatically revised the terms of its
original agreement and reneged on its commitment to provide
operational funding to Bristol.

"We believe that Platinum acted improperly by taking the course
they have," VoiceFlash Chairman and CEO Lawrence Cohen said.

"I do not want to speculate since this matter is now the subject
of litigation. Needless to say, we feel strongly that Platinum's
actions were harmful to the interests of VoiceFlash, its
shareholders, and Bristol. Platinum's failure to follow-through
on its agreement to provide Bristol with operational funding
leaves Bristol in a precarious state with very limited cash
resources, and there are limited options based on the lapse of
time. Platinum's dramatic change in terms after the agreement
was accepted makes it impossible to move forward," Mr. Cohen
added.

               About VoiceFlash Networks, Inc.

VoiceFlash Networks, Inc. (Nasdaq:VFNX) is a leader in the
commercialization and integration of BlueTooth wireless
technologies into legacy point-of-sale software and hardware
systems.

The Company's technologies are being developed to lead the
wireless evolution by linking independent mobile devices on a
unified platform for the management of personal consumer data
via point-of-sale systems and an open standards-based
Application Programming Interface (API).

For more information, please visit VoiceFlash at
HTTP://WWW.VOICEFLASH.COM.


CENTRAL RESERVE: Fitch Lowers Insurer's Strength Rating to 'BB'
---------------------------------------------------------------
Fitch has lowered the insurer financial strength (IFS) rating of
Central Reserve Life Insurance Company (CRL) from 'BBB+' to
'BB'. The Rating Outlook is Negative.

The rating action reflects Fitch's concerns regarding the recent
level of statutory losses at CRL and the consequent impact on
statutory capital levels.

The action also reflects concerns related to parent company debt
service capabilities and overall financial flexibility.

The challenges at CRL are primarily related to its United
Benefit Life Insurance Company (UBL) and Provident American Life
& Health Insurance Company (PALHIC) subsidiaries.

PALHIC was acquired in late 1998, and UBL was acquired by CRL
through foreclosure in 1999 after a default under a reinsurance
agreement entered into in 1998 with UBL's former owners. Both of
these acquisitions involved a joint reinsurance transaction with
Hannover Re.

In particular, an unanticipated level of medical claims at both
UBL and PALHIC has resulted in significant aggregate losses for
CRL over the past two years and a statutory reserve increase of
approximately $8.5 million in the first quarter of 2001.

The company has taken action to contain additional losses by
implementing a termination/replacement program for the UBL and
PALHIC business. Management expects all of this business to
terminate by yearend 2001.

As a result of the above-mentioned operating difficulties and
charges, CRL's statutory capital has decreased to a level below
that which Fitch believes is appropriate for the company's
former rating.

Fitch also notes that as of June 30, 2001, CRL's parent, Ceres
Group, Inc. (Ceres Group), faced principal payments of
approximately $3 million for the remainder of 2001 and
approximately $14 million in 2002 under existing credit
agreements.

Fitch believes that, assuming current operating trends, the
possibility exists that Ceres Group will have difficulty meeting
such principal payments without a significant infusion of
capital or a re-negotiation of the terms governing the credit
agreements.

Management is currently negotiating to obtain additional
external capital to strengthen the organization's financial
position. The timing and amount of this external capital is
currently uncertain.

CRL, based in Cleveland, Ohio, specializes in health insurance
for individuals and small groups. Total statutory premiums and
deposits generated by the company in 2000 totaled $246 million,
up from $170 million in the previous year.

At March 31, 2001, the company reported statutory capital and
surplus of approximately $21 million.


CHOICETEL COMMS: Falls Short Of Nasdaq Compliance Requirement
-------------------------------------------------------------
Choicetel Communications, Inc. (Nasdaq: PHON) announced that it
has been notified by Nasdaq that the Company's common stock has
failed to maintain a minimum market value of public float (MVPF)
of $1,000,000 over the last 30 consecutive trading days as
required by the Nasdaq SmallCap Market under Marketplace rule
4310(c)(7) (the "Rule").

The company has until November 12, 2001 to regain compliance
with the Rule or be subject to its stock being delisted from
trading in the Nasdaq SmallCap Market.

In the event the company is not in compliance by the Nasdaq
deadline it intends to seek a hearing and will expect to appeal
any decision to delist its stock.

The company previously announced that it has commenced a stock
repurchase plan and expects to continue buying up to 10% of the
shares of its stock on the open market.

Choicetel Communications also announced that it has filed for a
5-day extension to file its second quarter Report on form 10-QSB
with the SEC.


COMDISCO INC: Obtains Court Order To Hire 57 Professionals
----------------------------------------------------------
Comdisco, Inc. sought and obtained a Court order authorizing
them to retain 57 ordinary course professionals. Judge Barliant
also authorizes the Debtors to compensate the ordinary course
professionals for post-petition services rendered.

Prior to Petition Date, the Debtors employed these ordinary
course professionals from time to time, to help them in matters
relating to:

    (1) Tax preparation and other tax advice,

    (2) Employee relations and compensation,

    (3) Legal advice in corporate matters, advertising,
        collections & communications,

    (4) Legal representation,

    (5) Real estate consulting, and

    (6) Other matters requiring the expertise and assistance of
        professionals.

Judge Barliant agrees that it would be costly and inefficient
for Debtors to submit individual applications and proposed
retention orders to the Court for each ordinary course
professional.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, also convinced Judge Barliant that the retention of such
professionals is in the best interest of the Debtor's estates
because if the Debtors should fail to retain the professionals,
they would have to incur additional and unnecessary expenses to
retain other professionals who would not have the same
background and expertise.

The Debtors assure the Court that interim fees and disbursement
will not exceed $25,000 per month for each ordinary course
professional. The Debtors anticipate the total monthly fees for
all the professionals to be between $300,000 to $500,000.

However, there are 5 ordinary course professionals who are
expected to receive payment in excess of the $25,000 per month
limit:

    (1) Kekst & Company, a public relations firm whose monthly
        fees depend on the volume of public relations work;

    (2) Murphy, Sheneman, Julian & Rogers, a law firm which
        assists in ventures transactions, monthly fees depend on
        how much general corporate law work the Debtor are able
        to perform internally;

    (3) McBride Baker & Coles, a law firm that performs
        securities work, their fees depend on the number of
        filings with the Securities & Exchange Commission;

    (4) Linklaters, a British law firm that provides British
        corporate mergers & acquisition advice, their fees depend
        on the extent of international merger and acquisition
        advice client needs;

    (5) De Brauw Blackstone & Westbroek, a Dutch law firm
        providing Dutch corporate mergers & acquisition advice,
        their fees also depend on the extent of international
        merger and acquisition advice client needs;

For those whose fees exceed $25,000 monthly limit, the
professionals shall furnish monthly statement for additional
compensation, on or before the 30th day of the month following
the month for which compensation is sought, to:

    1) Debtors at Comdisco, Inc., 6111 North River Road,
       Rosemont, Illinois, 60018 (Attn: Robert Lackey)

    2) Counsel to the Debtors, Skadden, Arps, Slate, Meagher &
       Flom (Illinois), 333 West Wacker Drive, Suite 2100,
       Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr.)

    3) Counsel to the Debtors' post-petition lenders

    4) Counsel to any official committee appointed in these
       cases

    5) The United States Trustee, 227 West Monroe St., Suite
       3350, Chicago, Illinois 60606.

Within 20 days after the monthly statement date, interested
parties can review the statement for additional compensation and
file an objection to the fees requested by they professionals.
If there is an objection, the professional will have to submit a
formal application to the Court for additional compensation.

But if there are no objections, the statement shall be deemed
valid and payable otherwise, the professionals will be required
to submit formal application to the Court for additional
compensation.

The Debtors reserve the right to employ and retain additional
ordinary course professionals without the need to file
individual retention applications. (Comdisco Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DEUTSCHE MORTGAGE: Fitch Drops Pass-Through Certificates To CCC
---------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s, commercial mortgage
pass-through certificates, series 1998-C1, $40.9 million class L
is downgraded to 'CCC' from 'B-' by Fitch.

The following classes are affirmed by Fitch: $296.8 million
class A-1, $852.4 million class A-2, and interest-only class X
certificates at 'AAA', $109.0 million class B at 'AA', $109.0
million class C at 'A', $99.9 million class D at 'BBB', $27.2
million class E at 'BBB-', $45.4 million class F at 'BB+', $45.4
million class G at 'BB', $18.2 million class H at 'BB-', $22.7
million class J at 'B+', and $22.7 million class K at 'B'.

The $40.9 million class M certificates are not rated by Fitch.

The rating actions follow Fitch's annual review of the
transaction, which closed in March 1998.

The downgrade is due to the significant deterioration in the
pool's collateral performance and a large number of loans
expected to incur losses.

As of the August 2001 distribution date, 20 loans with an
outstanding principal balance of $67.4 million (4.9% by balance)
were in special servicing. They included 13 delinquent loans
(3.6%): one 30+days delinquent (0.12%), eight 90+days delinquent
(3.0%), and three REO (0.44%).

A New Orleans, LA skilled nursing home, securing a loan (0.46%)
reported as 90+ days delinquent by the trustee, was sold for
$1.4 million in July 2001 (outstanding principal balance is $7.9
million; total exposure is $9.2 million). The realized loss was
not reflected in the August 2001 distribution report.

The remaining seven 90+days delinquent loans are also of major
concern. The Healthcare Capital loans, a group of eight cross-
collateralized, cross-defaulted loans, are secured by skilled
nursing homes in Louisiana, Missouri, New Mexico, and Tennessee.

The facilities were net leased to affiliates of Sun Healthcare
Group, Inc. (Sun), operating as Sunrise. Sun filed for Chapter
11 bankruptcy protection in October 1999. Both the collateral
and the collateral performance have deteriorated substantially
since closing.

This decline resulted in an agreement with the borrower for
cooperative return of the properties, and with Sun to transfer
the operations to the lender/lender's management company.
Actions are currently under way to transfer the title to the
properties to the trust.

According to the recent appraisals, the `as is' value for the
eight properties is approximately $25 million, compared to $71
million at closing.

The total outstanding balance is $52.7 million and a total
exposure is approximately $63.0 million.

Fitch is also concerned about the Clipper loans, a group of six
cross-collateralized, cross-defaulted loans (1%), also net
leased to affiliates of Sun. The loans remain current, but
matured in February 2000 and Sun has not yet affirmed or
rejected the leases on these facilities.

SouthTrust Capital Funding Corp, the special servicer on the
Clipper loans, has been trying to get these facilities
appraised. However, Sun has been uncooperative and providing
incomplete financial information. The trailing-12- months (as of
6/01) weighted average debt service coverage ratio (WADSCR) for
these loans was 0.71x times (x), compared to 1.18x at closing.

Losses are expected on two of the REO loans. The largest REO
loan ($5.2 million or 0.3% by balance) is secured by a 249-room
hotel in Kansas City, MO. The loan has been REO since August
2000. The property was appraised at $4 million in July 2000. The
second REO loan ($1.2 million or 0.07%) is secured by a vacant
movie theater building in Rancho Cuamo, CA.

The property, which has been REO since March 2001, was appraised
at $590,000 in October 2000.

As of the August 2001 distribution date, the certificates were
collateralized by 368 mortgage loans, secured primarily by
retail (24% by balance), multifamily (23%), hotel (14%), office
(13%), and health care (9%) properties, with significant
concentrations in California (17%), New York (10%), Florida
(7%), and Massachusetts (7%).

The pool's aggregate certificate balance has been reduced by
approximately 4.7%, from $1.82 billion at closing to $1.73
billion. Three loans have paid off since closing (excluding the
loan, secured by the New Orleans, LA property).

ORIX Real Estate Capital Markets, LLC, the master servicer,
collected year-end (YE) 2000 property operating statements for
290 loans (86%). The 2000 WADSCR for those loans with financials
was 1.51x, compared to 1.38x at closing. Of the loans with YE-
2000 financials, 10% reported a DSCR below 1.00x.

The rating actions reflect increased probability of default for
a number of loans in the pool. Fitch ran a stress scenario, in
which specially serviced and other potentially problematic loans
were assumed to default at various loss rates.

The required subordination levels based on the remodeling of the
pool, exceeded the current subordination levels. As a result of
this analysis, Fitch deemed it necessary to downgrade class L.
Fitch will continue to monitor this transaction, as surveillance
is ongoing.

Fitch reviewed the exception report and found nine missing/non-
recorded mortgages and 124 missing/non-recorded assignments.


EAGLE FAMILY: S&P Affirms CCC+ Rating for Subordinated Debt
-----------------------------------------------------------
Standard & Poor's affirmed its single-'B' corporate credit and
senior secured ratings on Eagle Family Foods Inc. following the
company's recent announcement that it plans to sell certain
assets to Cadbury Schweppes PLC. In addition, Standard & Poor's
affirmed its triple-'C'-plus subordinated debt rating.

The outlook is negative.

Total debt outstanding was about $317 million as of March 31,
2001.

The affirmation reflects Standard & Poor's belief that credit
measures will still be appropriate for the rating, despite the
company's proposed sale of its ReaLemon and ReaLime brands to
Cadbury's Mott's Inc. unit for $128 million.

The ratings reflect Eagle Family Foods' weak financial profile,
partially offset by the company's strong market positions in
certain small, low-growth grocery categories.

The company's principal brands, including Eagle & Cremora, are
category leaders in their defined markets within the U.S. Sales
are now concentrated in the condensed milk and non-dairy creamer
categories, following the sale of ReaLemon and ReaLime. These
market segments have exhibited only flat or low-growth over the
past few years.

Pro forma for the above transaction, Standard & Poor's expects
Eagle to achieve EBITDA coverage in the 1.5 times (x) area and
debt to EBITDA of about 7x for both fiscal 2001 and fiscal 2002,
due to lower average debt balances and ongoing operating expense
reductions.

Eagle Family Foods' $60 million revolving credit facility,
coupled with minimal debt amortization for the next few years,
provides some financial flexibility. In addition, the company
amended its senior bank facility in January 2001 to loosen
financial covenants.

Outlook: Negative

If the pro forma ratio expectations mentioned above are not met
or if operating performance worsens, the ratings could be
lowered.


EGGHEAD.COM: Chapter 11 Case Summary
------------------------------------
Debtor: EGGHEAD.COM, INC.
         fka Onsale, Inc.
         fka Intermall, Inc.
         1350 Willow Rd.
         Menlo Park, CA 94025

Chapter 11 Petition Date: August 15, 2001

Court: Northern District of California (San Francisco)

Bankruptcy Case No.: 01-32125

Judge: Thomas E. Carlson

Debtor's Counsel: John Walshe Murray, Esq.
                   Law Offices of Murray and Murray
                   19330 Stevens Creek Blvd. #100
                   Cupertino, CA 95014-2526
                   650-852-9000


EMPRESAS IANSA: Ratings Lowered to BB+ & Lifts CreditWatch
----------------------------------------------------------
Standard & Poor's lowered its foreign and local currency
corporate credit ratings on Empresas Iansa S.A. (Iansa), to
double-'B'-plus from triple-'B'. The ratings have been removed
from CreditWatch, where they were placed May 9, 2000.

The current outlook is negative.

The ratings on Chilean sugar producer Iansa reflect a consistent
deterioration of Iansa's profitability and cash flow over the
past four fiscal years, coupled with high financial
expenditures, despite slightly reduced debt levels, which have
resulted in significantly weakened interest and debt coverage
measures.

Furthermore, Standard & Poor's does not expect credit measures
to improve to their former rating category over the intermediate
term.

The company's historically high returns and relatively stable
cash flow have deteriorated because of an unsuccessful product
and geographic expansion plan, which exposed the company to
nonprotected commodity businesses in more volatile economies,
including Peru, Brazil, and Argentina.

This trend was exacerbated in fiscal 1999 and 2000, as operating
profits were reduced by the decline in sugar sales and very
unfavorable international pricing for tomato paste.

EBITDA margins dropped to 6.1 percent in fiscal 2000 from 10.7
percent in 1996. In addition, funds from operations to total
debt (FFO/TD) declined to 10.3 percent, and EBITDA interest
coverage declined to 1.8 times (x) for the 12 months ended March
31, 2001, from 34.7 percent and 4.6x, respectively, in fiscal
1996.

The lowered coverage ratios reflect a more aggressive financial
policy and a weaker financial profile due to operating
difficulties and the firm's expansion plans.

While Iansa's new owners since 1999, Ebro-Puleva S.A., are
redefining Iansa's product portfolio and geographical coverage,
Standard & Poor's expects financial measures to improve modestly
over the next several years.

Standard & Poor's expects EBITDA to interest and FFO/TD to
improve to about 3.0x and about 20 percent, respectively, in
fiscal 2002. This improvement should result from the firm being
better positioned to take advantage of improving price prospects
in two core businesses, sugar and tomato paste, as well as
higher production yields due to more automated growing
practices.

In addition, Standard & Poor's expects that there could be
additional divestitures of noncore or smaller business units in
fiscal 2001 and that the proceeds would be used to reduce debt.

However, Iansa still faces cash flow pressures from several
sources, including increased working capital requirements to
provide financial support to growers investing in new watering
technology and upcoming debt maturities, coupled with a
relatively high dividend payout.

Fiscal 2000 performance was hampered by an unusual 12% decline
in Iansa's sugar volume sales. This decline resulted from lower
domestic demand, coupled with increased competition from
importers betting against the sustainability of the sugar price
stabilizing system (the price band).

Tomato paste, the company's third-largest business, also
contributed to the very weak performance. Prices and volumes
declined by 29 percent and 48 percent, respectively, because of
weak environments in the countries to which Iansa exports and
higher worldwide export surpluses.

Diminished speculative expectations against the sugar price band
should lead to recovery in Iansa's market share to levels closer
to the historical 90 percent. Combined with better pricing
prospects for tomato paste, this recovery in market share should
help Iansa bounce back from its very weak performance in 2000.

Iansa's rating also reflects its exposure to risks inherent in
the cyclical commodity agribusiness. This is offset by the
company's strong position as the dominant sugar producer and
refiner in Chile. The company's sugar sales account for
approximately 45 percent of Iansa's operating profits and supply
about 80 percent of the country's sugar requirements.

Iansa also benefits from strong ties to Chilean farmers and
relatively modest sugar price volatility due to the Chilean
government's sugar price band system. Yet, this price
stabilizing system allows for some price variations and does not
fully shelter Iansa in long periods of low prices. Declining
international sugar prices over the past five years have caused
the band to start reflecting lower protection levels, creating
increased pressures to import sugar to Chile at still profitable
levels.

                       Outlook: Negative

While cost-saving measures and better pricing prospects should
contribute to some financial performance improvement, the
outlook on Iansa reflects the challenges of reversing the trend
of high financial expense burden, coupled with weak and volatile
EBITDA under a difficult domestic and regional macroeconomic
environment.

Standard & Poor's expects Iansa to improve its financial profile
over the next several years. If financial measures do not
improve to the levels outlined above for fiscal 2002, the
ratings could be lowered.

                  Ratings Lowered, Off CreditWatch

      Ratings
                                           To     From
      Empresas Iansa S.A.

         Long-term corporate credit rating BB+    BBB
         Foreign currency rating           BB+    BBB
         Local currency rating             BB+    BBB


FINOVA GROUP: Scott Robins Seeks Lifting Of Stay Re Litigation
--------------------------------------------------------------
A dispute arose between Scott Robins Construction, Inc. (SRC)
and the FINOVA Group, Inc., as to the priority of liens against
the proceeds of sale from the sale of real property known as The
Savoy, Miami Beach, Florida, currently pending in the Sunterra
Corporation Chapter 11 Bankruptcy case in the United States
Bankruptcy Court for the District of Maryland (Baltimore
Division), jointly administered under Case Number 00-5-6931-JS.

Sunterra requested Maryland Bankruptcy Court's approval of the
sale of The Savoy, which consists of land and improvements
containing forty residential units and one commercial unit, a
condominium building containing twenty-eight residential units
and a parking lot, free and clear of all liens, claims,
interests and encumbrances to Threshold Development, LLC for the
purchase price of $17,000,000.00 cash at closing.

On January 5, 2001, after various objections were heard and
Sunterra received a higher bid for The Savoy in the amount of
$18,000,000.00, the Sunterra Bankruptcy Court approved the sale
and ordered that the net proceeds be held in a segregated
account with all liens to attach to the proceeds.

SRC and Finova each assert claims against the proceeds of sale
from The Savoy. Finova alleges to be a senior secured creditor,
pursuant to various loan documents, in the Sunterra Chapter 11
Bankruptcy case. SRC argued that its mechanic's lien was in
first priority position entitling SRC to be paid the full amount
of its claim.

Therefore, the Sunterra Bankruptcy Court ruled and directed
Sunterra to escrow the sale proceeds until the Sunterra
Bankruptcy Court ruled upon the lien priority and related
issues.

However, Finova's bankruptcy filing stayed that litigation and
the Sunterra Bankruptcy Court, in an abundance of caution,
refused to conclude the litigation until relief from stay was
issued in Finova's bankruptcy case.

Scott Robins therefore filed its Motion in the FINOVA case for
Relief from the Automatic Stay to Resume and Complete the
pending litigation in the Sunterra Bankruptcy Case. The motion
was filed after the entry of the order granting Sunterra' motion
for Relief from the automatic stay.

        The Lien Priority Dispute Between SRC And FINOVA

SRC was the genetal contractor retained by Sunterra to perform
all of the construction services to The Savoy.

On May 26, 2000, SRC filed a Claim of Lien against The Savoy for
the unpaid construction services rendered to The Savoy pursuant
to a contract between SRC and Sunterra in the amount of
$746,949.93 (which was later amended to reflect SRC's total
claim of $779,607.98) establishing SRC's valid mechanic's lien
for construction and improvements made to The Savoy. SRC's Claim
of Lien was recorded in the public records of Miami-Dade County,
Florida in Official Records Book 19128 at Page 705.

Finova claimed a first mortgage lien against The Savoy to secure
a $22,000,000.00 pre-petition obligation of Sunterra pursuant to
various loan documents.

SRC argued that its mechanic's lien was in first priority
position entitling SRC to be paid the full amount of its claim,
plus interest, attorneys' fees and costs at closing. Finova
argued that its mortgage lien primed SRC's mechanic's lien,
entitling Finova to all of The Savoy sale proceeds.

Two issues were of primary concern in the litigation:

      (1) the priority of SRC and Finova's respective liens
          against the proceeds from the sale of The Savoy; and

      (2) whether Finova must marshal its collateral in the
          Sunterra Bankruptcy Case.

On March 6, 2001, the Sunterra Bankruptcy Court orally ruled in
favor of Finova on its motion for summary judgment declaring
that Finova's lien against The Savoy is senior to SRC's
mechanic's lien.

With regard to the marshaling issue, the Sunterra Bankruptcy
Court reserved ruling, ordered the parties to undertake
discovery, and agreed to conduct a subsequent evidentiary
hearing on SRC's right to compel Finova to marshal its
collateral. However, Finova filed bankruptcy the day after the
summary judgment hearing and the Sunterra Bankruptcy Court, in
an abundance of caution, elected to not proceed with the
marshaling litigation until SRC obtained relief from the
automatic stay from this Court.

               Bases For The Request Of Relief

Scott Robins represents that the stay relief is appropriate to
complete the Sunterra litigation because:

    (a) relief from stay would result in the final resolution of
        the dispute;

    (b) SRC maintains no interest in FINOVA's bankruptcy case and
        simply needs to complete the Sunterra litigation;

    (c) the Sunterra Bankruptcy Court is familiar with the
        litigation between SRC and FINOVA and has previously
        ruled upon pending issues;

    (d) the conclusion of the Sunterra litigation will not
        prejudice any of FINOVA's creditors but will benefit
        FINOVA's creditors with a distribution of certain of the
        sale proceeds to FINOVA - the full amount of the proceeds
        remain in escrow and even if SRC prevails, the conclusion
        of the litigation will allow approximately $17,000,000 to
        be released for the benefit of FINOVA;

    (e) there will be judicial economy if the Sunterra Bankruptcy
        Court complete the litigation. (Finova Bankruptcy News,
        Issue No. 11; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


GENESIS HEALTH: Seeking Intercompany Claim Bar Date Extension
-------------------------------------------------------------
Genesis Health Ventures, Inc. & The Multicare Companies, Inc.
have agreed to further extend the Extended Bar Date for each
other until 4:00 p.m. (Eastern Standard Time), September 15,
2001 (the Fifth Extended Bar Date) with respect to the filing of
any prepetition claims.  The extension applies to non-debtor
affiliates, 50 percent or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held
with the power to vote, by one of the Debtors. (Genesis/
Multicare Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENSYM CORPORATION: In Repayment Talks with Rocket Software
-----------------------------------------------------------
Software and services provider Gensym (ticker: GNSM, exchange:
OTC Bulletin Board) reported revenues of $5.0 million and a net
loss of $1.9 million, before a charge for restructuring, for its
second quarter ended June 30, 2001.

Including a second quarter restructuring charge of $1.1 million,
the net loss for the second quarter of 2001 was $3.0 million, or
$0.46 per share. In the second quarter of 2000, Gensym had
revenues of $7.3 million and a net loss of $1.9
million, or $0.29 per share.

"With the additional restructuring action we took on August 6,
2001, which included a 40 percent headcount reduction, we've
positioned ourselves to be profitable on an operating basis
(that is, excluding any extraordinary or restructuring charges)
for the balance of the 2001 fiscal year and for 2002," said
Gensym Chairman, President and CEO Lowell Hawkinson.

Mr. Hawkinson added, "In conjunction with this restructuring, we
recently announced our decision to refocus Gensym on our
worldwide installed base of customers and on our well-
established G2 and G2-based products, and further to seek
strategic partnerships whereby our powerful new NetCure and
related products can be effectively exploited in the market.

"Gensym has historically developed its business through partners
in a wide range of industries. For our future, we look to our
indirect partner channels in order to reach all markets that can
benefit from our unique and powerful expert operations
management technology."

The company's balance of cash and marketable securities as of
June 30, 2001, was approximately $1.4 million, compared to $3.4
million on December 21, 2000.

On August 15, 2001, Rocket Software filed suit against Gensym
seeking repayment of $300,000 advanced to Gensym in anticipation
of a loan agreement with Rocket that was never executed. Gensym
is in discussions with Rocket as to repayment arrangements.


ICG COMMS: Denver Seeks Setoff Of Tax & Contract Obligations
------------------------------------------------------------
The Bank of Denver and ICG Communications, Inc. advise Judge
Walsh that the adequate protection stipulation settles some
aspects of their dispute and providing a mechanism by which the
remaining disputes may be consensually resolved.

Denver will offset (a) the non-disputed prepetition contract
liability against the non-disputed prepetition tax liability,
and (b) the non-disputed postpetition contract liability against
the non-disputed postpetition tax liability.

Denver will also provide adequate documentation to the Debtors
to support its claim regarding the disputed prepetition and
postpetition taxes, and the Debtors will provide adequate
documentation with respect to the disputed prepetition and
postpetition contract liability.

If this exchange of documents does not resolve the disputes,
then the parties will resume litigation of this matter in
August, 2001. (ICG Communications Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMPRESS METAL: S&P Downgrades Subordinated Debt To CCC+
-------------------------------------------------------
After a ratings review, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on Netherlands-
based packaging company Impress Metal Packaging Holdings B.V. to
single-'B' from single-'B'-plus.

At the same time, the subordinated debt rating on Impress was
lowered to triple-'C'-plus from single-'B'-minus. The ratings
remain on CreditWatch, where they were placed with negative
implications on March 19, 2001.

The downgrade reflects:

    * Continued difficult market conditions for metal packaging
      in the second quarter of 2001;

    * Continued depressed margins as a result of lower sales
      volumes, higher energy and metal prices;

    * Operational issues in North America and Germany;

    * A delay in resolving the compensation payout under the
      supply agreement with Heinz (H.J.) Co. (Heinz;
      A/Negative/A-1); and * Standard & Poor's concerns over
      Impress' limited availability under liquidity facilities,
      and the company's overall limited flexibility within
      existing bank loan covenants.

Market conditions have remained difficult, primarily due to a
poor fruit and vegetable harvest in France, de-stocking at Heinz
(Impress' largest customer), and lower sales of paint.

Continued competitive market conditions have made it difficult
to negotiate higher selling prices to compensate for higher
input prices, particularly for players such as Impress that
supply large customers with strong pricing power.

Impress and Heinz have yet to finalize negotiations regarding
compensation for transfer, severance, and closure costs payable
by Heinz in accordance with a 10-year supply agreement.

The compensation arises following the decision by Heinz to
restructure its U.S. canning operations. Undue delays would have
a negative impact on Impress' operating cash flow.

The existing bank loan facilities offer Impress little buffer
for unforeseen events such as delays in compensation from Heinz.
In addition, bank loan covenants offer Impress little room to
maneuver.

Impress' loan agreement of October 2000 was subject to a number
of waivers and is now subject to the review of an updated
business plan. Impress' progress in reducing working capital in
European operations is viewed positively, however.

Net sales for Impress in the second quarter of 2001 fell by 6%
year-on-year for comparable units, for reasons highlighted
above. The EBITDA interest coverage, after restructuring costs,
of about 2 times (x) for the rolling 12 months ending June 2000
(1.4x adjusted for capital expenditure) is considered weak.

The EUR150 million ($136 million) equity injection from Doughty
Hanson (not rated) in 2000 provided a strong sign of support
from the owners and reduced the net debt-to-capital ratio to
67.8 percent from 75.7 percent in 1999.

Standard & Poor's will monitor the situation at Impress with
regard to covenant compliance and financial flexibility leading
up to the seasonal peak in the working capital cycle. It will
also track negotiations with Heinz over the next few months,
with a view to resolving the CreditWatch status.


INTEGRAL VISION: Stock Moves to OTCBB After Nasdaq Delisting
------------------------------------------------------------
Integral Vision, Inc. (OTC Bulletin Board: INVI) announced that
its stock will move to the Over the Counter Bulletin Board
(OTCBB) effective with its delisting from The Nasdaq SmallCap
Market with the open of business August 16, 2001.

The Company was informed August 15, 2001 by Nasdaq that the
delisting was decided by the Nasdaq Listing Qualifications panel
which approved the Nasdaq's staff decision to delist the stock
due to its failing to maintain a minimum bid price of $1.00 for
30 consecutive trading days as required by Marketplace Rule
4450(a)(5) for continued listing.

Integral Vision's stock was previously moved to the Nasdaq
SmallCap Market (INVIC) on August 2, 2001 under an exception
from the market listing requirements.

Under this exception, the Company's stock price was required to
achieve and maintain a bid price of $1.00 per share by August
15, 2001.

Although the bid price of the Company's stock did increase by
approximately 100 percent during the period, it did not reach
the $1.00 level.

Integral Vision will continue to provide information through
filings with the Securities and Exchange Commission (SEC) as
required for continued listing on the OTCBB. These filings can
be found at the SEC's website at WWW.SEC.GOV .

Charles J. Drake, Chairman and CEO of Integral Vision commented,
"Although we are disappointed in not being able to remain on
Nasdaq, we believe that the many advancements made in
information technology and the OTCBB make the over-the-counter
market a viable, fair market for our stock."

Integral Vision, Inc., an ISO 9001 registered firm, offers two
machine vision-based inspection systems to industrial
manufacturers. Vision systems are used to supplement human
inspection or provide quality assurance when production rates
exceed human capability.

Additional information on Integral Vision, Inc. can be found at
its website, WWW.IV-USA.COM .


KEY3MEDIA: S&P Revises Outlook To Negative From Stable
------------------------------------------------------
Standard & Poor's revised its outlook on Key3Media Group Inc. to
negative from stable. All ratings on the company are affirmed.

The outlook revision reflects increased uncertainty about the
company's expected operating results for 2001 and the likelihood
that profitability might be weaker than had previously been
anticipated.

A more severe or protracted decline in profitability could lead
to a downgrade.

The company recently reported earnings for the first half of
2001 that were slightly lower than the previous year when
adjusted to exclude operations that weren't owned last year.

In addition, the company stated that profitability for the full
year could be lower than previously announced because of limited
second-half performance visibility.

Key3Media plans to update its guidance for 2001 in mid-September
when it will have more complete data available to prepare a
revised forecast.

Key3Media Group Inc. (BB-/Negative/--) is the largest trade show
operator in the technology segment, with a total of 60 events in
18 countries. Its two main brands, COMDEX and Networld+Interop,
comprise a significant majority of EBITDA and are the primary
drivers of the company's operating performance.

Operating results for the full year are heavily dependent on the
performance of shows in the second half of the year, which
include the company's largest show, COMDEX Fall.

Last year, events held in the second-half of the year
represented 60 percent of revenue for the full year and almost
70 percent of total EBITDA.

Trade shows typically provide good revenue predictability and
stability one year in advance due to high renewal rates and
advance payments. Nonetheless, operating performance is still
dependent upon late registrations as well as conference fees and
commissions from third-party vendors, and these revenue sources
are more discretionary and vulnerable to last minute marketing
cuts.

Key3Media reports that its customers are increasingly delaying
making commitments to events and this is making it more
difficult to project operating results in the second half. The
company expects that the conclusion or imminent start of certain
events by mid-September will enable it to provide more useful
guidance at that time.

Given the considerable problems being experienced by the
technology industry and the reduced visibility of Key3Media's
second half performance, Standard & Poor's believes that the
company is likely to fall short of its previous guidance.

In addition, there is some concern that future profitability
could be undermined by lingering weakness in the technology
industry as it continues to restructure. As a result, Standard &
Poor's expects that key credit measures at the end of 2001 are
likely to be weaker than previously anticipated with EBITDA to
interest declining to about 2 times (x) or slightly lower and
debt to EBITDA approaching 4x.

The company's strong positive discretionary cash flow
characteristics should preclude the need to use its line of
credit for discretionary purposes. In addition, Standard &
Poor's expects that Key3Media will continue to exercise prudent
financial management and that any debt financed acquisitions
will not materially alter the company's financial profile.

Outlook: Negative.

The company's profitability for the balance of the year is
likely to be lower than previously anticipated and result in key
credit measures that are sub par for the rating. Rating
stability in the intermediate term will depend on the severity
of the drop in profitability and an evaluation of the likelihood
and magnitude of a rebound in 2002.

A complete list of ratings is available on RatingsDirect,
Standard & Poor's on-line credit research service, or by calling
the Standard & Poor's ratings desk at (1) 212-438-2400.


KRAUSE'S FURNITURE: Gets AMEX's Delisting Notice
------------------------------------------------
Krause's Furniture Inc. (AMEX:KFI) announced that it has
received notice from the American Stock Exchange ("AMEX") staff
that the Company no longer complies with AMEX's continued
listing guidelines.

AMEX's notice was based on the following concerns and applicable
continued listing guidelines: stockholders' equity less than $2
million and sustained losses from continuing operations and/or
net losses in two of the Company's three most recent fiscal
years (Section 1003(a)(i) of the AMEX Company Guide);
stockholders' equity less than $4 million and sustained losses
from continuing operations and/or net losses in three of the
Company's four most recent fiscal years (Section 1003(a)(ii) of
the AMEX Company Guide); and sustained losses from continuing
operations and/or net losses in the Company's five most recent
fiscal years (Section 1003(a)(iii) of the AMEX Company Guide).

AMEX has determined that based on the Company's financial
results and the Company's voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code ("Chapter 11 Petition"), the Company
does not meet the continued listing guidelines.

Trading in the shares of the Company's Common Stock has been
halted by AMEX since July 23, 2001, the first trading day on the
AMEX after the Company announced the filing of the Chapter 11
Petition.

AMEX intends to file an application with the Securities and
Exchange Commission to strike the Company's common stock from
listing and registration on AMEX. The Company has notified AMEX
that it will not appeal AMEX's decision.


LAIDLAW INC: Safety-Kleen Objects To Cross-Border Protocol
----------------------------------------------------------
Safety-Kleen Corp. objects to the cross-border insolvency
Protocol granted, on an interim basis, by Judge Kaplan to
Laidlaw Inc. and its affiliates, to the extent that it attempts
to bind Canadian parties-in-interest to the U.S. Chapter 11
Plan.

Laidlaw, Inc., has indicated, William F. Savino, Esq., at Damon
& Morey, LLP, notes, that LINC intends to obtain approval of a
chapter 11 plan but not a CCAA plan; likewise, Laidlaw
Investments, Inc., will ask the Canadian Court to sanction a
CCAA Scheme for LIL, but not LINC.

In short, the US cases and the Canadian cases are separate. To
the extent that the Protocol does more than coordinate, it
should be amended to relect the separateness of the proceedings.
Importantly, Mr. Savino suggests, the Protocol should be amended
to include a provision that the Canadian Court shall have sole
and exclusive jurisdiction over hearings in Canada and the U.S.
Court shall have sole and exclusive jurisdiction over hearings
before in the United States. (Laidlaw Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Reports Miscellaneous Asset Deals In June 2001
------------------------------------------------------------
Pursuant to the Miscellaneous Transaction Procedures established
by Court order, the Loewen Group, Inc. reports that the
following three transactions took place during June, 2001,

    (A) Debtor Delaware Park Memorial Chapel, Inc. sold certain
        personal and intangible property and certain contract
        rights to Amherst Memorial Chapel, Inc. on an "as is"
        basis, free and clear of all liens, claims, encumbrances
        and other interests, for $50,000 in cash, pursuant to
        section 363(f) of the Bankruptcy Code.

        The DPMC Property consists of:

           (1) all rights to the tradename "Delaware Park
               Memorial Chapel, Inc.";

           (2) all published and non-published facsimile and
               telephone numbers of the business operated by
               DPMC;

           (3) certain rights under preneed funeral services
               contracts;

           (4) copies of certain business records of DPMC.

Other than the liens granted to the Debtors' postpetition
lenders under the DIP Facility, DPMC was not aware of any liens
on or interests in the DPMC Property at the time of the
transaction. Nonetheless, to the extent that any other party had
a lien on or an interest in the DPMC Property, DPMC believes
that any such liens and interests were subject to money
satisfaction in accordance with section 363(f)(5) of the
Bankruptcy Code.

DPMC did not assume or assign any executory contracts or
unexpired leases pursuant to section 365 of the Bankruptcy Code
in connection with the purchase and sale transaction.

The DPMC Purchaser does not have any relationship with any of
the Debtors.

    (B) Debtor Loewen Louisiana Holdings, Inc. sold certain real
property and the buildings and improvements thereon to Gaskin,
Southall, Gordon & Gordon and Associates Mortuary, Inc. f/k/a
Gaskin, Tilly and Associates Mortuary, Inc. on an "as is" basis,
free and clear of all liens, claims, encumbrances and other
interests therein, pursuant to section 363(f) of the Bankruptcy
Code, for $850,000.

        The LLH Property consists of

           (1) approximately 44,616 square total feet of real
               property located on adjacent lots in New Orleans,
               Louisiana known respectively as 1225 North Rampart
               Street (the "Rampart Street Property") and 1127
               Governor Nicholls Street (the "Governor Nicholls
               Street Property"); and

           (2) the buildings and improvements thereon.

A funeral home facility consisting of 11,738 square feet is
situated on the Rampart Street Property and a 1,158 square foot
single family residence is situated on the Governor Nicholls
Property.

Prior to the transaction, LLH leased the LLH Property to the LLH
Purchaser pursuant to a Lease dated December 4, 1997 between
LLH, as landlord, and the LLH Purchaser, as tenant. Pursuant to
the terms of the Lease, the LLH Purchaser leased the LLH
Property from LLH at a rate of $3,000 per month.

The LLH Property and certain other parcels of real property were
subject to a Mortgage (the "Security Mortgage") dated April 11,
1996 granted by LLH in favor of Security Plan Life Insurance
Company, f/k/a Security Industrial Insurance Company, a
nondebtor affiliate of the Debtors.

Because the proceeds of the purchase and sale transaction were
less than the outstanding amounts under the instruments secured
by the Security Mortgage, LLH will remit the net proceeds of
this transaction to Security in order to reduce the amounts owed
by LLH to Security. Other than the Security Mortgage and the
liens granted to the Debtors' postpetition lenders under the DIP
Facility, LLH was not aware of any liens on or interests in the
LLH Property at the time of the transaction.

Nonetheless, to the extent that any other party had a lien on or
an interest in the LLH Property, LLH believes that any such
liens and interests were subject to money satisfaction in
accordance with section 363(f)(5) of the Bankruptcy Code.

LLH did not assume or assign any executory contracts or
unexpired leases pursuant to section 365 of the Bankruptcy Code
in connection with the purchase and sale transaction.

    (C) Debtor DahWMcVicker Funeral Homes, Inc. ("DMFH") sold
certain real property and the improvements thereon to the
Emergency Support Shelter for $225,000 in cash, pursuant to a
Commercial and Investment Real Estate Purchase and Sale
Agreement dated September 20, 2000, as subsequently amended.

DMFH sold the DMFH Property to the DMFH Purchaser on an "as
is" basis, free and clear of all liens, claims, encumbrances
and other interests therein, pursuant to section 363(f) of the
Bankruptcy Code.

Other than the liens granted to the Debtors' postpetition
lenders under the DIP Facility, DMFH was not aware of any liens
on or interests in the DMFH Property at the time of the
transaction. Nonetheless, to the extent that any party had a
lien on or an interest in the DMFH Property, DMFH believes that
any such liens and interests were subject to money satisfaction
in accordance with section 363(f)(5) of the Bankruptcy Code.

The DMFH Property consists of approximately 13,750 square feet
of real property located at 304 Cowlitz Way in Kelso,
Washington. A vacant former funeral home and garage were
situated on the DMFH Property at the time of the transaction.

The DMFH Purchaser does not have a relationship with any of
the Debtors. (Loewen Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LUCENT TECHNOLOGIES: Gets 'Green Light' To Proceed With Workout
---------------------------------------------------------------
Lucent Technologies (NYSE: LU) has received the consent of its
bank group to amend its credit facilities and is now swiftly
moving forward with its Phase II business restructuring program.

The amendments include changes to the financial covenants that
will allow Lucent to record the business restructuring and other
charges it needs for its Phase II program, and changes to the
condition to spin Agere.

The most significant changes to the financial covenants include
new levels for the EBITDA (or earnings before interest, taxes,
depreciation and amortization) and Net Worth covenants and
changes in how these covenants are calculated.

Changes to the conditions to spin Agere include:

a requirement to achieve positive EBITDA, as defined in the
agreements, for the fiscal quarter prior to the spin; and

    - increasing the total amount of cash that Lucent needs to
raise to complete the spin from $2.5 billion to $5 billion, and
broadening the definition of the type of cash-raising actions
that qualify for this condition. The company is on track to meet
this condition through the multiple financing actions it has
recently completed and others it expects to complete.

"These revised covenants and conditions are definitely
achievable, given reasonable market conditions," said Lucent
Technologies Chief Financial Officer Frank D'Amelio. "Our Phase
II business restructuring program will enable us to create a
sharper, leaner Lucent, and will enable us to return to
profitability and positive cash flow during fiscal year 2002."

In addition, the company continues to move forward with its
intention to spin off Agere Systems and expects the spin to be
delayed up to six months from the original September 30, 2001
timeframe.

On July 24, 2001, Lucent announced that its Board of Directors
has discontinued payment of cash dividends on its common stock.
Under the credit facilities amendments, Lucent cannot resume
payment of dividends on its common stock unless certain credit
ratings or EBITDA levels are achieved.

Lucent is filing a copy of the amendment in a Form 8K with the
Securities and Exchange Commission.

The credit facilities were arranged by JP Morgan and Salomon
Smith Barney.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers.

Backed by Bell Labs research and development, Lucent relies on
its strengths in mobility, optical, data and voice networking
technologies as well as software and services to develop next-
generation networks.

The company's systems, services and software are designed to
help customers quickly deploy and better manage their networks
and create new, revenue-generating services that help businesses
and consumers.

For more information on Lucent Technologies, visit its Web site
at HTTP://WWW.LUCENT.COM.


MIDWAY AIRLINES: S&P Drops Rating To D After Bankruptcy Filing
--------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating for Midway
Airlines Corp. to 'D'; the company has filed for bankruptcy
protection.

At the same time, ratings on the company's pass-through
certificates are lowered and placed on CreditWatch with
developing implications, meaning ratings could be raised or
lowered.

The class D certificates of the 1998 series, however, which are
the only ones without dedicated liquidity facilities, are placed
on CreditWatch with negative implications.

Durham, N.C.-based Midway Airlines has suffered a sharp decline
in business traffic, and lower fare levels and high prices for
jet fuel have exacerbated the effect on revenues. The company
will maintain some flights, continuing to operate its 12 Boeing
737-700 aircraft and 11 of its 24 CRJ-200 jets.

Standard & Poor's believes that loan-to-values on the
certificates are close to or only slightly higher than the
originals in the deals. The Series 2000 certificates are
collateralized by 8 Boeing 737-700s, while the Series 1998
certificates are backed by 8 CRJ-200 jets. Even with draws on
dedicated liquidity facilities, enhanced classes should be
comfortably overcollateralized.

The ratings on the pass-through certificates are based on the
corporate credit rating for Midway Airlines, on the availability
of special protections under Section 1110 of the U.S. Bankruptcy
Code to owners of equipment notes (and thereby, indirectly, to
certificate holders), and on Standard & Poor's criteria for
enhanced equipment trust certificates.

The structural enhancements allow the certificates to receive
higher ratings than the triple-'C'-minus that would be assigned
to unenhanced equipment trust certificates or pass-through
certificates.

Unlike the other enhanced pass-through certificates, the class D
certificates of the 1998-1 series do not have access to
dedicated liquidity facilities. As a result, there is no
dedicated funding to make interest payments to this class.

Standard & Poor's will monitor Midway Airlines' progress in
reorganizing its operations and finances. Resolution of the
CreditWatch will depend upon potential proceeds from the sale of
aircraft and/or affirmation of leases on the aircraft that
collateralize the rated certificates.

Equipment Trust Certificate Ratings Lowered,
Listed On CreditWatch 'Developing'

                                       Ratings Lowered
                                       To      From
           Midway Airlines Corp.

            Corporate credit rating    D        B-

Ratings Lowered; On CreditWatch With Developing Implications

                    Midway Airlines Corp.
                Equipment Trust Certificates
            Pass-through certificates Series 2000-1

                    Class A            BBB      A-
                    Class B            BB       BBB-
                    Class C            BB-      BB+

            Pass-through certificates Series 1998-1

                    Class A            BBB      A-
                    Class B            BB       BBB-
                    Class C            B        BB-

               Ratings Lowered; On CreditWatch Negative
                   With Negative Implications

                      Midway Airlines Corp.
                    Equipment Trust Certificates
                Pass-through certificates Series 1998-1

                    Class D             CCC-     B


OWENS CORNING: Asbestos Claimants' Panel Hires Campbell & Levine
----------------------------------------------------------------
The Official Committee of Asbestos Claimants of Owens Corning
sought & obtained authority from the Court for the retention and
employment of Campbell & Levine, LLC as Delaware and associated
counsel to the Asbestos Claimants Committee.

Theodore Goldberg, Esq., attorney-in-fact for the Official
Committee of Asbestos Claimants of Owens Corning, discloses that
the Asbestos Claimants Committee desires to employ Campbell &
Levine, LLC as its Delaware & associate counsel because they
have substantial experience in bankruptcies involving mass tort
liability, insolvency, corporate reorganization and
debtor/creditor law and commercial law and have participated in
numerous proceeding before several bankruptcy courts.

The professional services that Campbell & Levine will render to
the Asbestos Claimants Committee includes:

    a) provide legal advice as counsel regarding the rules and
practices of this Court applicable to the Asbestos Claimants
Committee's powers and duties as an official committee appointed
under the Bankruptcy Code;

    b) provide legal advice as Delaware counsel regarding the
rules and practices of this Court;

    c) preparing & reviewing as counsel applications, motions,
complaints, answers, orders, agreements and other legal papers
filed on behalf of the Asbestos Claimants Committee for
compliance with the rules and practices of this Court;

    d) appearing in Court as counsel to present necessary
motions, applications, pleadings and otherwise protecting the
interest of the Asbestos Claimants Committee and asbestos-
related, personal injury creditors to the Debtors;

    e) investigating, instituting and persecuting causes of
action on behalf of the Asbestos Claimants Committee and/or the
Debtors' estates;

    f) performing such other legal services for the Asbestos
Claimants Committee as the Asbestos Claimants Committee
believes may be necessary and proper in these proceedings.

Mr. Goldberg states that Campbell & Levine will work together
with Caplin & Drysdale, the national counsel for the Asbestos
Claimants Committee to ensure that here will be no unnecessary
duplication of services rendered to the Asbestos Claimants
Committee.

Subject to Court approval, Campbell & Levine will be paid on an
hourly basis plus reimbursements for actual, necessary expenses.
The hourly rates for professionals who will be rendering
services to the Asbestos Claimants Committee are:

       Professional            Position          Rate
       ------------            --------          ----
       Matthew G. Zaleski III   Member           $275
       Douglas A. Campbell      Member            300
       David B. Salzman         Member            300
       Philip E. Milch          Member            225
       Stephanie L. Peterson    Legal Assistant    90
       Michele Kennedy          Paralegal          90

Matthew G. Zaleski III, Esq., a member of Campbell & Levine,
states that Campbell & Levine conducted conflict checks against
the Debtors, the Debtors' creditors, and other parties-in-
interest and determined that no such conflict exists. Mr Zaleski
adds that Campbell & Levine will not represent any other entity
other than the Asbestos Claimants Committee in connection with
the Debtors' bankruptcy proceedings.

Mr Zaleski also discloses that Campbell & Levine may in the past
represented and may represent presently or in the future
represent other creditors or stockholders in matters unrelated
to the Debtors' cases and Mr Zaleski believes that Campbell &
Levine is a disinterested person in these cases. (Owens Corning
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PARK-OHIO: S&P Revises Outlook to Negative From Stable
------------------------------------------------------
Standard & Poor's revised its outlook on Park-Ohio Industries
Inc. to negative from stable. In addition, Standard & Poor's
affirmed its single-'B'-plus corporate credit and senior secured
rating, and the single-'B'-minus subordinated debt rating on the
company.

Total debt as of June 30, 2001 was about $353 million.

The outlook revision reflects Park-Ohio's weak operating results
during the first half of fiscal 2001 and the expectation that
results will be weaker-than-expected in the near to intermediate
term. The company reported a 16 percent decline in sales and a
51 percent decline in operating income during the first half of
2001 (pro forma for an asset sale).

The weak results were caused by a sharp decline in production in
the heavy-duty truck and automotive industries. In addition, the
overall weakness in the U.S. economy has reduced demand for
Park-Ohio's logistics services in the manufacturing sector.

Truck production is expected to remain weak for at least the
remainder of 2001 while the auto market could show modest
improvement during the second half of the year. The U.S. economy
will likely remain soft through the end of the year.

Park-Ohio's debt levels have increased by about $25 million from
a year ago due to weak operating cash flow and working capital
expansion. Cash flow protection is thin, with EBITDA interest
coverage of 1.6 times (x) and debt to EBITDA of more than 5.0x.

The ratings on Park-Ohio reflect the company's leading niche
positions in fragmented and cyclical markets, combined with an
aggressively leveraged financial profile.

The company operates diversified logistics and manufacturing
businesses, serving a variety of industrial markets. The fast-
growing logistics segment accounts for 60 percent of total
sales, supplying fasteners and related products, via supply
chain management and wholesale distribution services, to
companies in the transportation, electrical, and lawn and garden
equipment industries.

Manufacturing operations, which account for 40 percent of sales,
include various aluminum components such as transmission pump
housings, pinion carriers, and other products supplied primarily
to automotive manufacturers. Other manufactured products include
crankshafts and camshafts, custom-engineered heating systems,
and molded rubber products sold to the aerospace, railroad,
automotive, and truck industries.

Business risk comes from cyclical end markets, including the
automotive and truck manufacturing segments, which represent
about 30 percent of total sales. The fast-growing and more
stable logistics business, a fairly broad product line, and a
large customer base mitigate demand variability.

The continuing outsourcing trend among U.S. manufacturers
provides good growth opportunities for logistics services.

Park-Ohio's financial risk reflects an aggressively leveraged
capital structure and modest cash flow protection measures, with
funds from operations of about 7 percent. In response to weaker
demand, the company is implementing a cost reduction plan
designed to reduce expenses by $6 million on an annual basis.

Liquidity is modest, with only $36 million available under a
$180 million revolving credit facility. The company's bank
financial covenants were amended in the second quarter but
remain very restrictive.

The ratings assume the company will remain in compliance with
covenants or receive waivers, if necessary. Over time, total
debt to EBITDA is expected to average about 4x-5x, and EBITDA
interest coverage is expected to average about 2.0x-2.5x,
appropriate levels for the ratings.

                    Outlook: Negative

Failure to improve operating results and reduce debt leverage
could result in lower ratings.


PERSONNEL GROUP: S&P Downgrades Ratings, Junking Sub Debt
---------------------------------------------------------
Standard & Poor's lowered its ratings on Personnel Group of
America Inc.  The ratings remain on CreditWatch with negative
implications where they were placed on Feb. 28, 2001.

The downgrade reflects ongoing weakness in the company's
operating performance, which could restrict its flexibility.
EBITDA declined 36 percent in the second quarter ended June 30,
2001, due to reduced demand and competitive pricing pressures.

The IT services division, which accounts for slightly more than
60 percent of revenues, has been negatively affected by the
postponement of clients' new systems projects and the related
lower utilization of salaried consultants.

IT revenues decreased 11 percent in the second quarter of 2001,
while sector operating income fell 27 percent because of
constrained client IT budgets and unabsorbed overhead.
Commercial staffing revenues declined 16 percent in the second
quarter of 2001, while segment operating income fell 37 percent
because of the slowing economy and weak demand for high-margin
permanent placement business.

EBITDA plus rent coverage of interest and rent expense, declined
to about 1.9 times (x) in the quarter ended July 1, 2001, from
2.8x a year ago due to weak operating performance.

Interest expense remained flat in the quarter ended June 30,
despite slightly lower debt levels as the result of an increase
in the pricing on the revolving credit facility. Free cash flow
has been modestly positive, partly due to reduced capital
spending levels, though the magnitude of future cash generation
is largely tied to the uncertain profitability outlook.

The company has implemented a number of cost containment
initiatives, including staff reductions and office
consolidations. However, Standard & Poor's is concerned that the
soft economy and sluggish client spending will continue to have
a negative impact on profitability despite cost reductions.

Continued weakness in operating performance could put pressure
on bank debt covenants and the company's ability to refinance
its revolving credit agreement expiring in June 2002.

Standard & Poor's will review Personnel Group of America's
business strategies, operating outlook, and monitor the
company's progress in refinancing its bank debt. Delays in
accomplishing this could lead to further downgrades.

Ratings Lowered

    Personnel Group of America Inc.    To   From

       Corporate credit rating         B      B+
       Senior secured bank loan rating B      B+
       Subordinated debt rating        CCC+   B-


PILLOWTEX CORP: Secures Approval of Global Bidding Procedures
-------------------------------------------------------------
Pillowtex Corporation sought and obtained an order:

    (i) approving global bidding procedures to facilitate the
        marketing and disposition of certain of the Debtors'
        real and personal property;

   (ii) authorizing the Debtors to grant pre-approved bid
        protections, including breakup fees and expense
        reimbursements, to prospective purchasers of these
        assets; and

The Bidding Procedures would allow the Debtors to, among other
things:

    (a) review initial expressions of interest and accept initial
        bids for each Proposed Dispositions Property;

    (b) negotiate and enter into purchase agreements with initial
        bidders;

    (c) solicit additional bids for each Proposed Disposition
        Property under certain overbid and incremental bidding
        procedures, or alternatively, accept an initial bid as a
        final bid if warranted under the circumstances and agreed
        to by the Creditors' Committee and the Debtors'
        prepetition and postpetition secured lenders
        (collectively, the Secured Lenders);

    (d) accept final bids for each Proposed Disposition Property
        and submit them to the Court for approval; and

    (e) if such approval is obtained, consummate transactions
        with successful bidders.

The Bidding Procedures also authorize the Debtors to require
initial bidders to make good faith deposits with the Debtors
once their bids are accepted and, in turn, offer these bidders
certain bid protections, including the payment of breakup fees
and the reimbursement of expenses.

The Bidding Procedures are designed to maximize the realizable
value of each Proposed Disposition Property. The Debtors will
avoid the administrative expense and delay of seeking approval
for separate bidding procedures for each disposition.

Judge Sue Robinson approved these Bidding Procedures:

    Preliminary Steps

       The Debtors will market any Proposed Disposition
Properties by compiling and disseminating initial information
about each property (the Initial Information). Potential
purchasers will be required to execute confidentiality
agreements before receiving any Initial Information.

       The Debtors will then ask potential purchasers to submit
non-binding Expressions of Interest that must set forth a
proposed purchase price for the relevant Proposed Disposition
Property.

    The Bidding Procedures

       (1) Selection of Bids and Execution of Purchase Agreements

           (a) Selection of Qualified Bids -- Upon receiving
               initial Expressions of Interest from potential
               purchaser, the Debtors will review these offers
               and determine which, if any, represent reasonable
               offers (Qualified Bids). The Debtors will contact
               all potential bidders that have submitted
               Qualified Bids (the Qualified Bidders) to commence
               negotiations regarding the proposed transaction.

           (b) Access to Data Room -- If appropriate, the Debtors
               will establish a Data Room, which will contain
               additional information regarding the Proposed
               Disposition Property. In connection with providing
               Qualified Bidders access to the Data Room,
               Qualified Bidders also will have an opportunity to
               meet with certain members of the Debtor's
               management team.

           (c) Selection of Initial Bids -- The Debtors will ask
               Qualified Bidders to submit their final initial
               bids for the particular Proposed Disposition
               Property on or before a particular date. The
               Debtors then will review these final initial bids,
               pursue any further negotiations with Qualified
               Bidders and select, after completing such
               negotiations, a successful Initial Bid for the
               Proposed Disposition Property.

           (d) Execution of Purchase Agreements -- Once the
               Debtors have selected an Initial Bid, the Debtors
               will negotiate and enter into a purchase agreement
               with the Qualified Bidder that submitted the
               Initial Bid (an Initial Bidder).

           (e) Good Faith Deposits -- On or before the date on
               which the Debtors execute a Purchase Agreement
               with any Initial Bidder, the Debtors may require
               such bidder to deposit a cash (or cash equivalent)
               sum with the Debtors (the Deposit) in an amount up
               to 10% of the aggregate purchase price set forth
               in the Purchase Agreement (the Purchase Price).
               The Initial Bidder shall be entitled to a return
               of the Deposit only if:

               (a) (i) the bid submitted by such bidder is not
                       the bid for the particular Proposed
                       Disposition Property approved by the
                       Court;

                  (ii) the Debtors close a sale for the
                       particular Proposed Disposition Property
                       with, and receive the Purchase Price from,
                       another entity, and

                 (iii) such bidder has not otherwise breached its
                       Purchase Agreement with the Debtors; or

               (b) the proposed transaction between the Debtors
                   and the Initial Bidder is not consummated
                   solely because the bidder (or the Debtors, as
                   applicable) is not able to obtain any
                   necessary approval of, or consent to, the
                   proposed transaction by a governmental or
                   regulatory agency, as required under the
                   particular Purchase Agreement.

           (f) Default Provisions -- Any Purchase Agreement
               entered into by the Debtors under the Bidding
               Procedures shall provide that if the Initial
               Bidder defaults or otherwise breaches the Purchase
               Agreement, such bidder will be liable to the
               Debtors for whatever damages are available at law
               or equity and will forfeit any and all rights that
               it may have in the Deposit.

           (g) Executory Contracts and Unexpired Leases -- Any
               Purchase Agreement shall specifically set forth
               the parties' intentions with respect to any and
               all executory contracts and unexpired leases to
               which the Debtors are a party that related to the
               Proposed Disposition Property that is the subject
               of the particular Purchase Agreement. If the
               Purchase Agreement contemplates the assumption,
               assumption and assignment or rejection of
               executory contracts or unexpired leases, the Sales
               Motion will, among other things, seek approval of
               such assumption or rejection, and nondebtor
               parties to each of these contracts and leases will
               be provided notice and an opportunity to object.

       (2) Breakup Fees and Other Bid Protections

           (a) Breakup Fees -- The Debtors may include a
               provision in the Purchase Agreement that would
               provide for the payment of Breakup Fees to the
               Initial Bidder under certain circumstances:

              (i) Amount of Breakup Fees: The Debtors would be
                  authorized under the Bidding Procedures (but
                  would not be required) to offer Initial Bidders
                  breakup Fees in amounts not to exceed the
                  lessor of $500,000 and 3% of the applicable
                  Purchase Price. If the Debtors wish to offer
                  any Initial Bidder Breakup Fees in excess of
                  the foregoing guidelines, the Debtors may do so
                  only upon approval of the particular breakup
                  Fee by this Court.

             (ii) Entitlement to Breakup Fees: The Breakup Fees
                  would be payable to Initial Bidders only if:

                  (a) the Initial Bidder enters into a Purchase
                      Agreement;

                  (b) the Debtors seek approval of the Initial
                      Bid and the particular Purchase Agreement
                      by the Court; and

                  (c) the Debtors fail to consummate the
                      transaction, but only if such failure to
                      consummate the transaction is because:

                      (i) the Debtors accept a higher or better
                          offer from another entity and actually
                          close the sale with, and receive the
                          Purchase Price from, such entity or

                     (ii) the Debtors breach their obligations
                          under the Purchase Agreement with the
                          Initial Bidder.

           (b) Reimbursement of Expenses -- The Debtors also
               would be authorized (but not required) to
               reimburse Initial Bidders for actual, reasonable
               and necessary out-of-pocket expenses up to the
               lesser of 3% of the applicable Purchase Price and
               $250,000 (the Expenses), but only if:

               (i) the Initial Bidder enters into a Purchase
                   Agreement;

              (ii) the Debtors seek approval of the Initial Bid
                   and the Purchase Agreement by the Court; and

             (iii) the Debtors fail to consummate the
                   transaction, but only if such failure to
                   consummate the transaction if because:

                   (1) the Debtors accept a higher or better
                       offer from another entity and actually
                       close the sale with, and receive the
                       Purchase price, from such entity or

                   (2) the Debtors breach their obligations under
                       the Purchase Agreement with the Initial
                       Bidder.

           (c) Bid Protections Only for Initial Bidders -- Other
               than the Initial Bidder, no bidder in an Auction
               shall be entitled to the payment of Breakup Fees
               or reimbursement of Expenses.

       (3) Sales Motion, Notice of Motion and Hearing

           (a) Motion for Approval of Purchase Agreements -- Once
               the Debtors have entered into Purchase Agreements,
               the Debtors will file a motion with the Court
               seeking approval of the particular Purchase
               Agreement(s) and the underlying transactions (each
               a Sales Motion).

           (b) Hearing on Sales Motions -- Unless a shorter time
               is approved by the Court, the Debtors will request
               that the Court set each Sales Motion for hearing
               on a date that is not less than 20 days after the
               Debtors file and serve the Sales Motion (the Sales
               Hearing).

           (c) Treatment of Executory Contracts and Unexpired
               Leases -- If the Debtors propose to assume, assume
               and assign or reject any executory contracts or
               unexpired leases in connection with any Purchase
               Agreement that is the subject of a Sales Motion,
               the Sales Motion also will seek approval of the
               proposed treatment of the Debtors' executory
               contracts and unexpired leases. Objections to the
               proposed assumption, assumption and assignment or
               rejection of executory contracts or unexpired
               leases in connection with any Purchase Agreement
               must be filed with the Court and served upon (and
               actually received by) the Debtors, the Debtors'
               counsel, the Secured Lenders' counsel and the
               Creditors' Committee's counsel on or before 5:00
               p.m., Eastern Time, on the date that is 5
               business' days before the Sales Hearing.

           (d) Notice of Sales Motion -- Unless otherwise ordered
               by the Court, a notice of a Sales Motion and the
               applicable Sales hearing will be given:

               (1) to each entity that submitted an Expression of
                   Interest with respect to the Proposed
                   Disposition Property that is the subject of
                   the particular Sales Motion;

               (2) to the extent that the Sales Motion seeks
                   approval of the assumption, assumption and
                   assignment or rejection or executory contracts
                   or unexpired leases, to each entity that is a
                   party to such contracts and leases;

               (3) to parties in interest entitled to receive
                   notice under Rule 2002 of the Bankruptcy
                   Rules; and

               (4) if the Purchase Price for any Proposed
                   Disposition Property to be sold under the
                   particular Sales Motion exceeds $10,000,000,
                   by publishing the Notice in the national
                   edition of the Wall Street Journal.

                   The Notice also shall set forth the relevant
                   provisions of the Bidding Procedures.

           (e) Continued Access to Information -- After the
               filing of a Sales Motion, the Debtors will
               continue to respond to, and comply with,
               reasonable requests for non-confidential
               information and, where appropriate confidentiality
               agreements are executed, requests for Initial
               Information and access to the Data Room.
               Accordingly, absent extraordinary circumstances,
               requests for continuances of Sales Hearings to
               permit parties to conduct further due diligence
               will not be granted by the Debtor.

       (4) Auction Process

           (a) Competing Bids -- Any entity that desires to
               submit a competing bid for a Proposed Disposition
               property that is the subject of a Sales Motion may
               do so in writing, provided that such bid (each a
               Qualified Competing Bid):

               (1) is served upon (and actually received by):

                   (a) the Debtors;

                   (b) counsel to the Debtors;

                   (c) counsel to the Creditors' Committee; and

                   (d) counsel to the Secured Lenders

                       on or before 5:00 p.m., Eastern Time, on
                       the date that is 5 business days before
                       the applicable Sales Hearing;

               (2) exceeds the applicable Purchase Price for such
                   Proposed Disposition Property by a percentage
                   designated by the Debtors in the applicable
                   Sales Motion to be between 1% and 5%, plus any
                   applicable Breakup Fees and Expenses (the
                   Initial Overbid Increment);

               (3) is on the same or more favorable terms and
                   conditions as set forth in the Sales Motion
                   for the particular Proposed Disposition
                   property;

               (4) is not contingent upon any due diligence
                   investigation, the receipt of financing or any
                   board of directors, shareholders or other
                   corporate or partnership approval;

               (5) is accompanied by proof, in a form
                   satisfactory to the Debtors, of the entity's
                   financial ability to consummate its offer to
                   purchase the Proposed Disposition Property;

               (6) contains an acknowledgement that promptly upon
                   completion of the Auction the successful
                   bidder for the particular Proposed Disposition
                   Property will be obligated to submit a Deposit
                   and execute a Purchase Agreement containing
                   terms and conditions substantially similar to
                   the Purchase Agreement that is the subject of
                   the Sales Motion; and

               (7) contains an acknowledgment that the bid shall
                   remain open and irrevocable, subject to, if
                   applicable, certain conditions relating to
                   material adverse changes in the business
                   operations of the Proposed Disposition
                   Property and acceptable to the Debtors, until:

                   (a) the Court approves the sale of the
                       particular Proposed Disposition Property
                       to another entity and

                   (b) the Debtors close the sale with, and
                       receive the Purchase Price, from such
                       entity.

           (b) The Auction -- If 1 or more Qualified Competing
               Bids are received, an Auction will be conducted at
               2:00 p.m., Eastern Time, on the last business day
               before the Sales Hearing, at the offices of
               Morris, Nichols, Arsht & Tunnell (the Debtors'
               Delaware Counsel). The Debtors will notify all
               bidders submitting Qualified Competing Bids of an
               Auction at least 2 business days before the date
               of the Auction. The identities of the parties
               submitting Qualified Competing Bids and the amount
               of such bids shall be kept confidential until the
               beginning of the Auction.

           (c) Incremental Bids -- At an Auction, competing
               bidders may submit bids for the particular
               Proposed Disposition Property in excess of the
               Purchase Price, plus the Initial Overbid
               Increment, provided that such competing bids, for
               each Proposed Disposition property:

               (1) are in increments of a percentage of the
                   Purchase Price designated by the Debtors in
                   the applicable Sales Motion to be between 1%
                   and 5%; and

               (2) otherwise comply with the requirements for
                   Qualified Competing Bids.

           (d) Selection of Successful Bids -- At an Auction, the
               Debtors may select the bid (each a Successful Bid)
               that they, in their sole business judgment,
               determine to be the highest and best bid for that
               particular Proposed Disposition Property. The
               Debtors further reserve the right to refuse to
               consider the bid of any bidder that fails to meet
               any reasonable procedures established by the
               Debtors at an Auction or to submit a Qualified
               Competing Bid.

           (e) No Qualified Competing Bids -- If no Qualified
               Competing Bids are received for a particular
               Proposed Disposition Property, the Debtors may
               determine that, in their sole business judgment,
               the Initial Bid is the Successful Bid
               and seek the Court's approval of the bid and the
               relevant Purchase Agreement without conducting an
               Auction.

       (5) Right to Proceed Without an Auction

           (a) No Auction -- The Debtors reserve the right to
               seek approval of any Purchase Agreement without
               soliciting competing bids and conducting an
               Auction if:

               (1) in the Debtors' business judgment, the
                   Purchase Price represents the highest and best
                   price for the particular Proposed Disposition
                   Property;

               (2) the Purchase Price for the particular Proposed
                   Disposition Property does not exceed
                   $2,000,000; and

               (3) the Secured Lenders and the Creditors'
                   Committee do not oppose the proposed
                   transaction.

           (b) Negative Notice Procedures -- If the Debtors elect
               to proceed without an Auction, the Debtors may
               seek approval of the relevant Purchase Agreement,
               including the assumption, assumption and
               assignment or rejection of any executory contracts
               or unexpired leases thereunder, by filing a notice
               of the proposed transaction (a Transaction
               Notice). Each Transaction Notice shall set forth
               the basic terms of the proposed transaction, as
               well as the proposed assumption, assumption and
               assignment or rejection, if any, of executory
               contracts or unexpired leases under the particular
               Purchase Agreement. The Debtors will serve each
               Transaction Notice on:

               (1) to the extent that the Transaction Notice
                   seeks approval of the assumption, assumption
                   and assignment or rejection of executory
                   contracts or unexpired leases, each entity
                   that is a party to such contracts and leases;
                   and

               (2) all parties entitled to receive notice under
                   Bankruptcy Rule 2002. Parties will be given 10
                   days from the date of service of the
                   Transaction Notice to object to the relief
                   requested therein.

       (6) Consummation of Transactions

           (a) Court Approval at Sales Hearing -- At the Sales
               Hearing, the Debtors will seek:

               (1) the Court's approval of:

                   (a) the Successful Bid,

                   (b) the applicable Purchase Agreement and

                   (c) the proposed assumption, assumption and
                       assignment or rejection of any executory
                       contracts or unexpired leases under the
                       Purchase Agreement; and

              (2) authority to consummate the transaction
                  contemplated by the Purchase Agreement.

           (b) Court Approval Under Negative Notice Procedures -
               If the Debtors elect to proceed with a particular
               transaction under the Negative Notice Procedures
               and no objections to the proposed transaction are
               filed within the applicable time, the Debtor's
               Delaware Counsel will file with the Court a
               certificate of no objection and a proposed order:

              (1) approving:

                  (a) the proposed sale of the Proposed
                      Disposition Property set forth in the
                      applicable Purchase Agreement,

                  (b) the applicable Purchase Agreement and

                  (c) the assumption, assumption and assignment
                      or rejection of any executory contracts or
                      unexpired leases under the applicable
                      Purchase Agreement; and

              (2) authorizing the Debtors to consummate the
                  transactions contemplated by the Purchase
                  Agreement.

                  If timely objections to the proposed
                  transaction are received, the Debtors will seek
                  the Court's approval of the proposed
                  transaction at the next regularly scheduled
                  status hearing in the Debtors' chapter 11
                  cases.

           (c) Failure to Consummate With Successful Bidder -- As
               noted above, competing bids will remain
               irrevocable, subject to certain conditions, until
               the Debtors consummate a transaction with the
               proponent of the Successful Bid. If a proponent of
               a Successful Bid approved by the Court fails to
               consummate the transaction, the Debtors may accept
               the next highest and best bid as the Successful
               Bid and consummate the transaction with the
               proponent of that bid without the need for further
               Court approval.

               (d) Rights Upon Stay of Order -- If a party in
                   interest obtains a stay of the Court's order
                   approving the sale of a Proposed Disposition
                   property, unless otherwise mutually agreed to
                   by the parties to the applicable Purchase
                   Agreement or ordered by the Court, the Debtors
                   and the proponent of the Successful Bid shall
                   remain obligated to consummate the transaction
                   contemplated by, and perform their respective
                   obligations under, the Purchase Agreement.
                   (Pillowtex Bankruptcy News, Issue No. 11;
                    Bankruptcy Creditors' Service, Inc., 609/392-
                    0900)


PSINET INC.: Telus Wins Canadian Operations Asset Bid
-----------------------------------------------------
TELUS announced that its bid to purchase PSINet's Canadian
facilities and operations has been accepted as the winning bid.

TELUS announced on June 20 that it had signed an agreement with
certain subsidiaries of Virginia-based PSINet Inc. to purchase
PSINet's Canadian operations and facilities for approximately
US$77 (C$120) million, subject to a number of conditions.

As part of its bankruptcy proceedings in Canada and the U.S.,
PSINet was permitted to consider other qualified bids.

PSINet will now seek court approval to complete the purchase by
the end of September. The purchase price is subject to final
adjustments and will be satisfied by a cash payment and
assumption of certain liabilities.

Regulatory approvals and employee retention conditions to
closing have been satisfied.

"This is a significant step toward completing TELUS' purchase of
PSINet Canada," said TELUS Executive Vice-President for
Corporate Development Jim Peters.

"We are delighted with the positive response from PSINet
Canada's talented employees to the proposed acquisition, and we
look forward to welcoming them to the TELUS team. TELUS is
committed to maintaining and building strong customer
relationships as well as strengthening our position as a leading
Internet access and hosting provider in Canada."

Through this acquisition, TELUS expects to gain approximately
250 employees, a state-of-the-art Internet data center in
Toronto and approximately 8,600 corporate accounts across the
country. Last year PSINet Canada generated most of its C$75
million in revenue in Ontario.

TELUS Corporation (TSE: T, T.A; NYSE: TU) is one of Canada's
leading telecommunications companies providing a full range of
telecommunications products and services that connect Canadians
to the world.

The company is the leading service provider in Western Canada
and provides data, Internet Protocol, voice and wireless
services to Central and Eastern Canada. For more information
about TELUS, visit WWW.TELUS.COM.


RIVIERA BLACK: S&P Affirms B- Credit Ratings
--------------------------------------------
Standard & Poor's revised its outlook on Riviera Black Hawk Inc.
to positive from developing. The single-'B'-minus corporate
credit rating and senior secured debt rating were affirmed.

The outlook revision follows Riviera Black Hawk's improved
operating performance during 2001.

Ratings reflect the company's narrow business focus, small cash
flow base, and competitive market conditions, offset by the
recent improved operating results and good near-term prospects
for further improvement.

The ratings also reflect some support from Riviera Holdings
Corp. (single-'B'-plus/Negative/--).

While Riviera Holdings does not guarantee the Black Hawk notes,
the holding company has agreed to a "keep well" of $5 million a
year, for the initial three years of Riviera Black Hawk's
operations, or up to $10 million, beginning with the second
quarter of 2000 to cover interest expenses, among other costs.

Riviera Black Hawk is a wholly owned indirect subsidiary of
Riviera Holdings Corp. The property opened in early 2000 and
operating results during the year were below expectations, due
to a competitive market environment and increased marketing
expenses.

In response, management refined the direct mail marketing
programs in an effort to expand the customer base and improve
response rates and reduced property level expenses. These
efforts have thus far paid off as the property's market share
has grown, margins have improved, and overall operating results
are showing an upward trend.

In addition, the market has successfully absorbed the additional
capacity and continues to grow. The opening of an additional
competitor in late 2001 will test the depth of the market and
could cause some dilution at Riviera.

However, Riviera's good location, as the first facility passed
on the main access route into Black Hawk, and established
customer base limit the potential impact on the facility.

EBITDA (after management fees) for the six months ended June 30,
2001, increased to $4.8 million, from $3.4 million during the
prior-year period, due to an increase in customer traffic and
gaming volumes.

Based on current operating trends, EBITDA coverage of interest
expense is expected to be in the mid 1 times (x) area and total
debt to EBITDA over 4x. Financial flexibility is adequate with
$7 million in cash on hand and moderate maintenance capital
expenditures.

Outlook: Positive

Ratings have upside potential if operating performance continues
to strengthen and if there is no significant negative impact
when the Windsor Woodmont project opens in late 2001 in the
Black Hawk market.


SAFETY-KLEEN: Hudson County Seeks Stay Relief To Continue Suit
--------------------------------------------------------------
Appearing through Lisa C. McLaughlin of the Wilmington firm of
Phillips Goldman & Spence, the Hudson County Improvement
Authority (HCIA), a public entity of the State of New Jersey,
petitions Judge Walsh for entry of an order modifying the
automatic stay of creditor action to permit the Superior Court
of New Jersey, Hudson County, to make a determination in a case
titled "Hudson County Improvement Authority v. S.K. Services
East, LC".

Ms McLaughlin explains that under the Solid Waste Management
Act, the HCIA is obligated to dispose of solid waste generated
in Hudson County.

In 1988 the HCIA purchased the Koppers Seaboard site, a 175-acre
tract located in Kearny, New Jersey, on which it intended to
construct and operate a facility for the disposal of solid
waste. As a result of contamination by prior owners, the site
required remediation and cleanup.

In 1996, S.K. Services East approached HCIA and proposed a means
of remediating the site. The means consisted of capping the site
with processed dredge materials.

In February 1997 the HCIA and SK among others, entered into an
agreement and lease under which the HCIA agreed to lease the
site to SK for certain purposes for a period of five years.

The agreement provided that SK could not use or occupy the site
until certain conditions were satisfied. For instance, SK was
required, before December 31, 1997, to obtain all necessary
permits and any and all other regulatory approvals from New
Jersey Department of Environmental Protection and all other
regulatory agencies having authority over the work.

The agreement provided that, absent an extension by HCIA of this
deadline, or written waiver of the conditions precedent, failure
to satisfy the conditions precedent by the established deadlines
would result in the automatic termination of the agreement.

Upon satisfaction of the conditions precedent, SK was to deliver
PDM in the mouth of at least 4.5 million cubic yards and place
it exclusively on the site. SK would pay $8 million for every
cubic yard of PDM delivered, and a minimum rental payment of $36
million, regardless of the amount of PDM actually delivered.

Finally, SK would complete certain capital improvements
identified in the agreement and in a Remedial Action Work Plan
to be approved by the NJDEP. The HCIA would reimburse SK for up
to $11 million in capital improvements. It would also permit SK
to use the site for the disposition of dredge materials during
the five-year term of the agreement.

Safety-Kleen Corporation guaranteed SK's obligations and
liabilities under this agreement.

Before complete satisfaction of the conditions precedent, SK
expressed an urgent need to obtain immediate use and occupancy
of the site. In October 1997, based on this urgent need, the
parties amended the agreement to permit SK to use and occupy the
site during an interim period, prior to the satisfaction of the
conditions precedent, for stockpiling PDMs.

This interim period was to terminate on satisfaction of the
conditions precedent, in which case the five-year term would
commence, or upon the failure to satiny, or obtain a written
wavier, the agreement would automatically terminate. During this
interim period SK was to conduct activities required by the
RAWP.

The HCIA contemplated the possibility that SK might begin
implementation of the RAWP, then abandon it in the event of a
failure to satisfy the conditions precedent.

Accordingly, SK was required to complete the RAWP even if the
conditions were not timely met and the agreement terminated.

In connection with the execution of this agreement, as amended,
and pursuant to HCIA's demand, SK obtained, in favor of HCIA, a
lease bond in the amount of $1 million issued by American Home
Assurance Company.

Under this bond, AHAC guaranteed the performance of SK's
obligations under the amended agreement. In addition, in order
to obtain certain permits or approvals from the Hackensack
Meadowlands Developmental Commission, an agency having
regulatory authority over the site, SK obtained performance
bonds in favor of HMDC in the amount of $5 million issued by
AMAC. Under these bonds, AMAC guaranteed SK's performance under
the RAWP.

Upon execution of the amended agreement SK began depositing PDM
on the site. It also began making capital improvements.
Ultimately, however, SK failed to satisfy the conditions
precedent by the established deadline. Therefore, the agreement
automatically terminated.

In the state court suit, HCIA seeks a declaratory judgment that
the agreement is terminated, and a determination of the parties'
performance and payment obligations. The state court has granted
HCIA's motion for summary judgment that the agreement is
terminated.

HCIA filed a second motion seeking summary judgment as to SK's
obligations to fulfill the post-termination obligations. In its
response, SK did not deny that it had post-termination
obligations, but disputed the scope and breadth of the
obligations. This proceeding was stayed when these cases were
commenced.

SK continues to occupy the site, although the site remains
unfinished and unusable. Further, the delay in concluding the
state court matter detrimentally affects the HCIA's ability to
market the property.

It also affects the HCIA's ability to efficiently fulfill its
statutory obligation to dispose of solid waste generated in
Hudson County. This increases the cost to taxpayers. Further,
HCIA has reimbursed SK the $11 million in capital improvements.
HCIA has sent written notice to SK of default, and has also made
demand upon American Home for performance under the bond. SK
responds that, as there has been no final determination of the
post-termination obligations, the notice of default and demand
on the bond "are not supported by the record".

Consequently, the HCIA now asks Judge Walsh to lift the stay to
permit the state court to make a final decision regarding SK's
duty to fulfill the post-determination obligations. (Safety-
Kleen Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SERVICE MERCHANDISE: Auditors Continue to Raise Viability Doubts
----------------------------------------------------------------
Service Merchandise Company Inc.'s recent losses and its Chapter
11 Cases raise substantial doubt about the Company's ability to
continue as a going concern.

The ability of the Company to continue as a going concern are
dependent upon, among other things, (i) the Company's ability to
comply with the DIP to Exit Facility, (ii) the Company's ability
to revise and implement its business plan, (iii) confirmation of
a plan of reorganization under the Bankruptcy Code, (iv) the
Company's ability to achieve profitable operations after such
confirmation, and (v) the Company's ability to generate
sufficient cash from operations to meet its obligations.

As a result of the filing of the Chapter 11 Cases and related
circumstances, realization of assets and liquidation of
liabilities is subject to significant uncertainty. While under
the protection of Chapter 11, the Debtors may sell or otherwise
dispose of assets, and liquidate or settle liabilities, for
amounts other than those reflected in the Company's financial
statements.

At this time, it is not possible to predict the outcome of the
Chapter 11 Cases or their effect on the Company's business. If
it is determined that the liabilities subject to compromise in
the Chapter 11 Cases exceed the fair value of the assets
available therefor, unsecured claims may be satisfied at less
than 100% of their face value and the equity interests of the
Company's current shareholders may have no value.

The Company believes the DIP to Exit Facility should provide the
Company with adequate liquidity to conduct its business while it
prepares a reorganization plan.

However, the Company's liquidity, capital resources, results of
operations and ability to continue as a going concern are
subject to known and unknown risks and uncertainties.

Net sales for the Company were $258.6 million for the three
periods ended July 1, 2001 compared to $417.5 million for the
three periods ended July 2, 2000. The decline in net sales was
primarily due to the increased restructuring and remerchandising
activities in fiscal 2000, cross shop loss from exiting of
certain home good categories and a weak economic environment.

Net sales for the Company were $457.7 million for the first half
of 2001 compared to $760.6 million for the first half of 2000.
The decline in net sales was primarily due to the increased
restructuring and remerchandising activities in fiscal 2000,
cross shop loss from exiting of certain home good categories and
a weak economic environment.

Net losses for the Company were $(32,626) and $(81,252) for the
three periods and first half of 2001, ended July 1, 2001,
respectively. For the comparable periods of 2000 net losses were
$(78,072) and $(116,458), respectively.


TESSERACT GROUP: Unit Sells Assets To Borg Holdings
---------------------------------------------------
Sunrise Educational Services, Inc., a Delaware corporation and
wholly owned subsidiary of The TesseracT Group, Inc., sold on
July 27, 2001 certain of its assets to Borg Holdings, Inc., an
Arizona corporation.

Sunrise made this sale pursuant to the terms of a Purchase and
Sale Agreement, dated May 11, 2001, between Sunrise and Borg.

In the transaction, Sunrise sold the majority of its remaining
assets including equipment, real property interests, personal
property, intellectual property and goodwill related to the
operations of the Sunrise preschools.

Furthermore, Borg assumed certain liabilities connected with the
operations of the Sunrise preschools. In consideration for the
sale of its assets, Sunrise was to receive approximately
$2,800,000 (plus reimbursements as stated in the Purchase and
Sale Agreement (as amended)).

Pursuant to an order of the United States Bankruptcy Court for
the District of Arizona, Sunrise and Borg orally modified the
Purchase and Sale Agreement to increase the purchase price of
the assets from $2,800,000 to $3,000,000.


UNIFORET INC: Court Extends Protection To September 30, 2001
------------------------------------------------------------
Uniforet Inc. and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc. have obtained from the Superior
Court of Montreal an order extending for an additional period of
45 days expiring on September 30th, 2001 the Court protection
afforded to the Company under the "Companies' Creditors
Arrangement Act".

The Company also announced yesterday that meetings for six out
of its seven classes of creditors have been held and that the
required majority of creditors in each of those six classes have
approved its amended plan of arrangement under the "Companies'
Creditors Arrangement Act", which sets out the terms of the
restructuring of its debts and obligations.

On the other hand, further to proceedings instituted by a few of
the US Noteholders, the meeting of the class of US Noteholders-
creditors is still temporarily suspended by a Court order
rendered on July 26, 2001 until settlement of the composition of
that class of creditors.

It is only on September 18, 2001 that the Court will fix the
hearing dates for those proceedings.

The Company intends to keep on its current operations and its
customers are not affected by the Court order. Suppliers who
will provide goods and services necessary for the operations of
the Company will continue to be paid in the normal course of
business.

Uniforet Inc. is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
Peribonka area in Quebec (sawmill).

Uniforet Inc.'s securities are listed on The Toronto Stock
Exchange under the trading symbol UNF.A, for the Class A
Subordinate Voting Shares, and under the trading symbol UNF.DB,
for the Convertible Debentures.


URSUS TELECOM: Hires Capitalink To Assist In Restructuring
----------------------------------------------------------
Ursus Telecom Corporation (Nasdaq:UTCCQ), an international long
distance carrier that provides VoIP, long distance, direct dial,
value added and Internet based services, has hired Capitalink
L.C., a leading South Florida investment banking firm, to assist
Ursus' management in developing a reorganization plan in
connection with the company's recent Chapter 11 bankruptcy
filing. The company's engagement of Capitalink is subject to
court approval.

Luca Giussani, chief executive officer of Ursus Telecom, stated,
"We selected Capitalink based on its growing national reputation
in the marketplace and proven expertise in assisting companies
in developing restructuring plans. Capitalink will assist our
management in all aspects of preparing and negotiating the
reorganization plan."

Juan Jose Pino, chief marketing officer of Ursus Telecom,
stated, "Immediately following our filings we started to develop
and implement a restructuring plan aimed at achieving a self
sustainable business model which generates positive EBITDA to
position Ursus Telecom once again as a viable business."

James Cassel, president of Capitalink, said, "We believe Ursus
has an excellent management team, and we are pleased to have the
opportunity to advise them in the reorganization process. Based
on the unique and strong franchises that Ursus has in the pre-
paid calling card and the international re-origination business,
we expect the company to emerge from bankruptcy with
considerable capability to succeed by leveraging the strength it
has in its core business."

                      About Ursus Telecom

Ursus, a specialist in carrier grade VoIP solutions worldwide,
is an international long distance carrier that provides VoIP,
long-distance, direct-dial, value-added and Internet-based
services.

Ursus has retail operations throughout Latin America, the Middle
East, Africa and Europe, along with wholesale and retail
operations in the United States. Ursus is also a licensed
national and international long-distance carrier in Argentina
and Peru.

                      About Capitalink

Capitalink, L.C. (HTTP://WWW.CAPITALINKLC.COM) is one of South
Florida's leading investment banking firms. With a team of
experienced professionals who possess a diversity of expertise
in corporate structuring and finance, financial valuation
analysis, and business management, the firm provides publicly
and privately held businesses with a broad range of investment
banking and advisory services.

Capitalink's services include assistance in mergers and
acquisitions; financial transaction analysis and rendering
fairness opinions and valuations; and assistance in raising
capital and other corporate financing activities.

Capitalink's clients include publicly and privately held middle-
market corporations and emerging growth companies.


WAVVE TELECOMMUNICATIONS: Chapter 11 Case Summary
-------------------------------------------------
Debtor: Wavve Telecommunications, Inc.
         1100 N Market Blvd.
         Sacramento, CA 95834

Chapter 11 Petition Date: August 15, 2001

Court: Eastern District Of California (Sacramento)

Bankruptcy Case No.: 01-29667

Judge: Jane Dickson McKeag

Debtor's Counsel: R. Dale Ginter, Esq.
                   555 Capitol Mall #1050
                   Sacramento, CA 95814-4686
                   916-441-0131


WHEELING-PITTSBURGH: Seeks Court Okay For Iron Ore Deal
-------------------------------------------------------
Wheeling Pittsburgh Steel Corporation asks Judge Bodoh to
approve:

    (1) an interim agreement with Itabira Rio Doce Company, Ltd.,
and Rio Doce Limited concerning WPSC's purchase of iron ore
pellets during the calendar year 2001;

    (2) an agreement with Ingram Barge Company regarding the
transportation of iron ore pellets by barge;

    (3) an agreement with International Marine Terminals
Partnership regarding the stevedoring of imported iron ore
pellets in New Orleans; and

    (4) an agreement among WPSC, RDL, and Ingram governing barge
transport of iron ore pellets during the yearn 2001 and
confirming certain rights of RDL to redirect barges in the event
of a default by WPSC.

WPSC uses substantial quantities of iron ore pellets in its
steel-making operations. WPSC is a party to a contract with
ITACO under which ITACO provides substantially all of WPSC's
iron ore pellet requirements. The pellets are shipped from
Brazil to New Orleans, where they are loaded onto barges.

Before the date of this Motion, WPSC has been using TECO
Transport and its affiliate companies to provide stevedoring and
barge transport services for such pellets.

WPSC has negotiated an interim agreement with ITACO and with
ITACO's affiliate, RDL, concerning WPSC's purchases of iron ore
pellets in 2001. WPSC has also negotiated a proposed agreement
with Ingram regarding the barge transport of such iron ore
pellets; a proposed agreement with IMT regarding the stevedoring
of such pellets, and a proposed agreement with RDL and Ingram
concerning certain rights of RDL to redirect barges in then
event of a default by WPSC.

WPSC explains that the general benefit of these agreements is
that they will enable WPSC to obtain additional trade credit
with respect to its iron ore purchases and transportation, and
to secure barge transportation services at favorable rates.

               The Interim Ore Purchase Agreement

During the year 2001 WPSC has been making payment for shipments
of imported iron ore pellets three days prior to the time when
each relevant shipment is scheduled to arrive in New Orleans.

The proposed interim agreement with ITACO and RDL will provide
extended trade credit terms and will permit WPSC to make payment
within thirty days after the issuance of a bill of lading in
Brazil.

WPSC estimates that this will provide approximately three weeks
of additional trade credit for up to three shipments of iron ore
at any one time.

The terms of the initial agreement will potentially expose RDL
to damages in the event that WPSC fails to make payment for a
shipment of iron ore. The interim agreement limits this exposure
by imposing limits on the number of unpaid shipments of iron ore
pellets that can be underway at any one time and by requiring
WPSC to post a standby letter of credit in the amount of
$250,000 to secure RDL against possible lost profits on the
resale of pellets and the possible costs of redirecting the
relevant barges.

Certain terms of the agreements (principally those relating to
then agreements between Ingram and RDL in the event of a default
by WPSC) are still being discussed by RDL and Ingram. WPSC does
not believe that any changes that result from these discussions
would materially affect the terms of the proposed agreements as
they relate to WPSC. All price terms in this agreement are
reacted as confidential.

The proposed interim agreement also formalizes other agreements
with ITACO and RDL regarding the prices to be charges for iron
ore pellets and other terms that are normal to such sales.

It would also permit RDL to terminate the Agreement in the event
of a default by WPSC, without first needed any relief from the
automatic stay or other relief from the Bankruptcy Court.

WPSC advises Judge Bodoh it expects that the interim ore
purchase agreement will provide potentially $10 million of
additional trade credit to the WPSC estate, which will be of
substantial benefit to the estate.

               The Ingram and IMT Agreements

The proposed agreement with Ingram calls for Ingram to provide
barge transportation services for approximately 1.6 million net
tons of iron ore pellets during the period commencing May 15,
2001, through December 31, 2001.

Ingram has agreed to supply such services at a fixed cost of
$790 per net ton, without adjustment for fuel charges and
without any minimum required shipments. In addition, IMT has
agreed to provide stevedoring services at a fixed cost of $.96
per net ton. These total costs for stevedoring and barge
transport compare favorably to the average cost of $10.14 per
net to that WPSC has incurred for other shipments of iron ore
pellets during the year 2001.

If WPSC were to use 1.6 million net tons of ported iron ore
pellets during the year 2001, these agreements could result in
cost savings of roughly $2 million.

WPSC has canvassed the market and has determined that Ingram and
IMT can serve WPSC's requirements at substantially lower rates
than other available barge transport and stevedoring companies.
Ingram has also agreed that payment for barge transport services
need not be made until a specified number of days after the
issuance of an invoice by Ingram.

This compares favorably to WPSC's prior payment arrangements
with TECO, and will provide additional advantages to the WPSC
estate.

          The Three-Party Barge Transport Agreement

As noted above, RDL has agreed to provide extended trade credit
for shipments of imported iron ore pellets. One feature of the
agreement with RDL is WPSC's agreement that RDL would have the
right to redirect barges to other customers in the event of a
default by WPSC, thereby mitigating RDL's potential damages.

WPSC therefore proposes ton enter into an agreement with RDL and
Ingram which will grant RDL the right to redirect the relevant
barges in the event of a payment default by WPSC.

               The Debtor's Business Rationale

It is WPSC's business judgment that these agreements are all in
the best interests of WPSC's estates and are appropriate and
necessary to its continued business operations. WPSC estimates
that the terms of these agreements could provide substantially
reduced cost savings and significant additional trade credit
which will be of substantial benefit to the WPSC estate.

WPSC also submits that it is appropriate to confirm that WPSC's
obligations to RDL, Ingram and IMT will constitute
administrative expense obligations of the WPSC estates. The
incurrence of potential postpetition obligations its necessary
in order to obtain the benefits of the propped agreements, and
is necessary for the preservation of WPSC's estate.

Agreeing with the Debtor's business judgment, and in the absence
of any opposition from the credit constituencies of this estate.
Judge Bodoh grants the Motion on the terms stated. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WINSTAR COMMS: Seeks To Reject 800 Bum Building Access Deals
------------------------------------------------------------
Winstar Communications, Inc. asks Judge Farnan for authority to
reject certain Building Access Agreements, effective as of the
earlier of (a) the date the Debtors notified the counterparty to
the Building Access Agreement to cease performing thereunder or
(b) the date of this motion.

James Patton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court that the Debtors have
determined not to use the approximately 800 sites leased under
the Agreements because these sites are not necessary to the
Debtors' ongoing operations.

The Building Access Agreements allow the Debtors' access to
install and operate communications equipment in particular
buildings.

The majority of these buildings are "off-network", Mr Shapiro
states, meaning that they are not in areas where the Debtors are
equipped to provide services either at all or without
substantial costs.

Therefore, in the business judgment of the Debtors, it is no
longer in the Debtors' best interests to maintain the Agreements
as they constitute an unnecessary drain on the Debtors' cash
flow.

By rejecting the Agreements, Mr. Shapiro notes, the Debtors can
minimize unnecessary administrative expenses. The Debtors also
do not believe that they would be able to obtain any value for
the Agreements by assignment to third parties.

According to Mr Shapiro, many of the Agreements are with
buildings with low tenant occupancy and sales.

Thus, the Debtors believe that rejection of the Building Access
Agreements is in the best interests of the Debtors' estates,
creditors and interest holders. (Winstar Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ZANY BRAINY: Enters Deal To Sell Assets To Right Start
------------------------------------------------------
Zany Brainy, Inc., a leading specialty retailer of high quality
toys, games, books and multimedia products, has agreed to sell
its assets to The Right Start Inc. (Nasdaq: RTST), the largest
specialty retailer for high quality developmental, educational
and care products for infants and children through age 4.

The agreement with The Right Start comes after Zany Brainy
received a proposal from The Right Start that was approved
by the bankruptcy court August 16, 2001.

It is anticipated that Waterton Management LLC, the Company's
previously announced purchaser, will in lieu of purchasing Zany
Brainy's assets directly invest $20 million in The Right Start.

Under the terms of the transaction, The Right Start will acquire
substantially all of the assets of Zany Brainy, including
approximately $115 million in cash, inventory and accounts
receivable, in exchange for $11.7 million in cash, approximately
$85 million in the assumption of liabilities, and the issuance
of 1.1 million shares of The Right Start, Inc. common stock.

Proceeds from the transaction will be used to pay pre-petition
liabilities of Zany Brainy, Inc. Existing Zany Brainy
shareholders will not receive any distribution. Closing of the
transaction is expected to occur prior to September 5, 2001.

"This agreement with The Right Start represents an incredible
opportunity to expand our category leadership and benefit from
multi-channel opportunities. It also presents great
opportunities for sharing best practices and enhancing
efficiencies while expanding each brand's reach exponentially,"
said Zany President and CEO Tom Vellios.

"We are very excited about the combination of Zany Brainy and
The Right Start," The Right Start Chairman and Chief Executive
Officer Jerry R. Welch added. "The companies are the two most
powerful kid's brands in America today and are a perfect
complement to each other."

Mr Vellios concluded, "We are fortunate to have the support of
the trade for our Company and this agreement and are excited
about building a successful future for Zany Brainy with The
Right Start team."

                     About Zany Brainy

Zany Brainy, Inc. is a leading specialty retailer of high
quality toys, games, books and multimedia products for kids. The
Company combines distinctive merchandise offering with superior
customer service and in-store events to create an interactive,
kid-friendly and exciting shopping experience for children and
adults.

The Company presently operates 187 stores in 34 states.


ZIFF DAVIS: S&P Junks Credit Ratings & Initiates CreditWatch
------------------------------------------------------------
Standard & Poor's lowered its ratings on Ziff Davis Media Inc.

At the same time, all ratings are placed on CreditWatch with
negative implications.

The rating actions reflect the company's weak operating
performance, thin interest coverage, and limited flexibility.
Revenues fell 37 percent in the first quarter ended June 30,
2001, while EBITDA declined 89 percent due to the weak
technology advertising market and unabsorbed overhead.

Advertising pages in the company's publications declined 47.5
percent in the quarter ended June 30, 2001, reflecting depressed
high tech advertising demand.

EBITDA coverage of interest expense declined to an estimated 0.3
times (x) in the quarter ended June 30, 2001, from approximately
2.1x a year ago. A $50 million equity infusion from Willis Stein
and its co-investors was received in July 2001, of which $35
million was used to repay bank debt.

The company received an amendment to its bank credit facility in
July 2001 to be in compliance with covenants levels at June 30,
2001. However, the availability of the $50 million revolving
credit facility was permanently reduced to $30 million, of which
only $10 million is available from June 30, 2001, to September
2002. Cash balances of $11 million at June 30, 2001, confer only
a modest degree of short-term flexibility.

The company expects to incur a pre-tax charge of $18 million to
$20 million to implement an operational restructuring. These
cost containment measures include work force reductions, office
consolidations, and the suspension of Family PC, an
underperforming publication.

Nevertheless, Standard & Poor's is concerned that the soft
economy and constrained technology advertising budgets could
continue to have a negative impact on profitability despite cost
reductions.

In addition, the August 2001 departure of Ziff Davis' CEO raises
some uncertainty about the company's future business strategy
and stability.

Standard & Poor's will continue to monitor the company's
business strategies and operating performance for indications
that it can restore its financial health. Failure to
significantly improve profitability over the near term will
likely prompt a further rating review and a possible downgrade.

          Ratings Lowered And Placed On CreditWatch
                 With Negative Implications

          Ziff Davis Media Inc.               To    From

          Corporate credit rating             CCC    B+
          Senior secured bank loan rating     CCC    B+
          Subordinated debt                   CC     B-


BOND PRICING: For the week of August 20 - 24, 2001
--------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/8 '05              23 - 25(f)
Amresco 9 7/8 '05                    42 - 43(f)
Arch Communications 12 3/4 '05        1 - 3(f)
Asia Pulp & Paper 11 3/4 '05         22 - 24(f)
Bethelem Steel 10 3/8 '03            42 - 44
Chiquita 9 5/8 '04                   67 - 68(f)
Conseco 9 '06                        85 - 87
Friendly Ice Cream 10 1/2 '07        70 - 75
Globalstar 11 3/8 '04                 4 - 5(f)
Level III 9 1/8 '04                  49 - 51
Owens Corning 7 1/2 '05              35 - 36(f)
PSINet 11 '09                         6 - 7(f)
Revlon 8 5/8 '08                     50 - 52
Trump AC 11 1/4 '06                  72 - 74
USG 9 1/4 '01                        72 - 74(f)
Westpoint Stevens 7 3/4 '05          40 - 42
Xerox 5 1/4 '03                      84 - 86


                            *********


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, Ronald Villavelez
and Peter A. Chapman, Editors.

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

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

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

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