TCR_Public/010827.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 27, 2001, Vol. 5, No. 167

                          Headlines


360NETWORKS: Expects to Release 2Q Financials by September 15
AARO BROADBAND: Cash Balances Not Enough to Fund Business Plan
ALGOMA STEEL: Protection under CCAA Extended to September 28
AMERICAN BANKNOTE: Airs Concerns Re Ability to Meet Obligations
AMES DEPT.: Moody's Junks Senior Notes Following Bankruptcy

AMF BOWLING: Panel Balks at $75MM DIP Financing Deal Provisions
ARMSTRONG HOLDINGS: AWI Enters Swap Contract with Barclays Bank
ATLANTIC TECHNOLOGY: Nasdaq Delists Shares Effective August 23
BRIDGE INFO: Pressed to Comply with Prepetition Severance Plan
BRIDGE INFORMATION: MoneyLine Offers $10MM for Telerate Assets

BTI TELECOM: Moody's Junks Senior Unsecured Debt Ratings
CARMIKE CINEMAS: Wants to Assume 35 Leases & Reject 2 Leases
CENTRAL EUROPEAN: First-Half Operating Loss Cut to $10 Million
CENTRAL VERMONT: Inks Deal to Sell Vermont Yankee Nuclear Plant
COMDISCO INC: Chicago Court Approves $450 Million DIP Facility

DANBEL INDUSTRIES: Richter Named as Interim Receiver of Units
DC DIAGNOSTICARE: Focuses on Implementing Plan & Reducing Debt
DYLEX LTD.: Goes Into Interim Receivership
FINOVA GROUP: Proposes Litigation Claim Distribution Protocol
FRUIT OF THE LOOM: Consents to Permit Dowell Appeal to Proceed

FURRS SUPERMARKETS: Fleming Passes on Two El Paso Stores
GENESIS HEALTH: Assumes Leases for Three Maryland Facilities
GOLD STANDARD: Fails to Meet Nasdaq Equity Requirements
GST TELECOM: In Talks with Committees About Liquidation Plan
HELIOS HEALTH: HealthCare Integrated Services Acquires Assets

HOLLINGER PARTICIPATION: S&P Airs Concerns on CanWest Notes
IMPOWER: Counsel Corporation Writes-Off Entire Equity Investment
KOMAG, INCORPORATED: Files for Chapter 11 Protection
LAROCHE INDUSTRIES: Seeks Settlement & Compromise with US Steel
LOEWEN GROUP: Court Allows Long and Folk to Sell Assets in Ohio

LOEWEN GROUP: Gets Nod to Sell Interests in 29 Michigan Cemetery
LUCENT TECHNOLOGIES: Upbeat About Future Revenues & Earnings
MESA AIR: Posts Higher Revenues for 9 Months Ended June 30
MIDWAY AILINES: Case Summary & 20 Largest Unsecured Creditors
MIDWAY AIRLINES: Wexford Extends $15 Million DIP Facility

NATIONAL RECORD: Consents to Involuntary Chapter 11 Petition
NATIONAL RECORD: Involuntary Chapter 11 Case Summary
NIKE: Files Shelf Registration Covering $500M in Debt Securities
PACIFIC GAS: Judge Says Committee Commodity Trading Goes Too Far
PILLOWTEX: Settling Disputes with Ralph Lauren  

PSA INC: US Virgin Islands Assets Up For Sale
PSINET INC.: Seeks Okay to Assume TMC Contract & Recoup Funds
SACO SMARTVISION: CIBC Refuses to Restructure $15-M Loan
SIMON WORLDWIDE: Philip Morris & Other Clients Cancel Contracts
STAGE STORES: Plan Declared Effective August 24, 2001

TELIGENT: Announces Vague $115 Million Core Asset Sale Agreement
VENCOR INC.: Battling with James Duncan Over Claim Priority
WARNACO GROUP: Will Delay Form 10-Q Filing & Restate Financials
WINSTAR COMMS: Illuminet Seeks to Terminate Services to Debtor
WORLD COMMERCE: Chapter 11 Case Summary

BOND PRICING: For the week of August 27 - 31, 2001


                          *********

360NETWORKS: Expects to Release 2Q Financials by September 15
-------------------------------------------------------------
360networks expects to file its second quarter 2001 financial
statements and the related management's discussion and analysis
by September 15, 2001.

In compliance with the provisions of the Alternate Information
Guidelines contained in the Ontario Securities Commission Policy
57-603, 360networks is issuing a default status report every two
weeks until the second quarter results are issued.

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

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


AARO BROADBAND: Cash Balances Not Enough to Fund Business Plan
--------------------------------------------------------------
Aaro Broadband Wireless Communications, Inc.'s main activities
have consisted of acquisitions of building access rights, hiring
management and other key personnel, the raising of funds,
development of operating systems and purchase and deployment of
equipment and telecommunications network system.

Since May 1, 2000, the Company has initiated commercial service
using its fixed wireless broadband technology in three cities.

The Company's losses, as well as negative operating cash flows,
have been significant to date, and management expects both to
continue until the Company generates a customer base through the
combination of direct sales and distributorships that generate
revenues to fund operating expenses.

After the Company initiates service in its market areas,
management expects to have positive operating margins by
increasing the number of customers, and selling additional
capacity or services without significantly increasing related
capital expenditures or operating costs.

The Company's ability to generate positive cash flow will depend
on capital expenditures in new market areas, competition in
current market areas and any potential adverse regulatory
developments.

Part of the Company's strategy is to utilize a distributorship
network to expand its customer base and achieve greater market
penetration more rapidly.

Management believes that by implementing this strategy, the
Company can capitalize on distributors' familiarity with their
market area, customer affiliations, financial strength and their
experienced personnel, which management anticipates will
minimize the Company's requirements for incremental expenditures
and capital resources.

The planned expansion of the Company's business will require
significant additional capital funding for capital expenditures,
working capital needs, debt service and the cash flow deficits
generated by operating losses.

Current cash balances will not be sufficient to fund the
Company's current business plan.

As a consequence, the Company is currently seeking additional
debt and equity financing as well as distributorship
arrangements to fund liquidity needs.

In the event that the Company is unable to obtain additional
funds or to obtain funds on acceptable terms or in sufficient
amounts, the Company will be required to delay the development
of its telecommunications network or take other actions.

This could have a material adverse effect on the Company's
business, operating results and financial condition and ability
to achieve sufficient cash flow to service debt requirements and
meet operating expenditures.

Recoverability of a major portion of the recorded asset is
dependent upon the Company's continued operations, which in turn
is dependent upon the Company's ability to meet its financing
requirements on a continuing basis, to obtain additional
financing and to succeed in its future operations.


ALGOMA STEEL: Protection under CCAA Extended to September 28
------------------------------------------------------------
Algoma Steel Inc. (TSE:ALG.) secured an extension of its
protection under the Companies' Creditors Arrangement Act (CCAA)
and the time for the filing of a Plan of Arrangement to
September 28, 2001.

The current order was to expire on August 24, 2001. The
extension was supported by all of Algoma's stakeholders.

Hap Stephen, Algoma's Chief Restructuring Officer, said "We are
making progress. This extension provides the time for Algoma and
its stakeholders to resolve a number of issues and complete the
development of the restructuring plan."

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer. Revenues are
derived primarily from the manufacture and sale of rolled steel
products including hot and cold rolled sheet and plate.


AMERICAN BANKNOTE: Airs Concerns Re Ability to Meet Obligations
---------------------------------------------------------------
On December 8, 1999, American Banknote Corporation filed a
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York. The Bankruptcy Court confirmed
the Company's amended reorganization plan on November 3, 2000.  
The Plan has not yet been consummated.

In the intervening nine months since the Bankruptcy Court's
confirmation of the Plan, the Company has been adversely
affected by:

   (a) a significant and continuing devaluation of the Brazilian    
       Real relative to the U.S. Dollar, which has negatively
       impacted the flow of dividends to the Company from its
       Brazilian subsidiary;

   (b) a diminishing market for many of the Company's maturing
       security paper products; and

   (c) the severe and ongoing economic recession in Argentina.

In addition, the Company has serious concerns about the
potential impact of Brazil's ongoing energy crisis. That crisis
has already resulted in disruptions to the Brazilian economy,
and many analysts believe it will reduce future economic growth.

The Company cannot predict the duration or the severity of the
Brazilian energy crisis and therefore has not yet been able to
assess its impact on future operating results.

As a result, the Company's management has increasing concerns
about the Company's ability to meet its payment obligations to
creditors as contemplated under the Plan, both (i) upon
consummation of the Plan and (ii) in the near term following
consummation.

Management of American Banknote is currently evaluating the
Company's ability to consummate the current Plan, and expects to
propose to the Bankruptcy Court certain amendments to the Plan

   (a) to give the Company the option to defer cash interest
       payments payable under its 11 5/8% Senior Unsecured Notes
       if, in the reasonable judgment of management, sufficient
       cash is not available to pay such interest in cash and
       fund all other working capital needs of the Company,

   (b) to extend the maturity date of its 11 5/8% Notes, and (c)
       to grant the Company an option to extend the maturity
       date of its 10 3/8% Senior Secured Notes.

Such proposals would be subject, in all respects, to the
approval of the Bankruptcy Court, after solicitation or re-
solicitation of any affected creditors.

As previously reported by the Company, on July 18, 2001 the
Company settled the outstanding investigation of it by the
Securities and Exchange Commission and the Department of Justice
initiated criminal proceedings against the Company's former
Chairman, Morris Weissman.

Although the Company was not charged with any criminal
violations at such time, it has been advised through its counsel
that the decision not to charge the Company in connection with
the proceedings initiated against Mr. Weissman was conditional
on the Company's continuing cooperation with the DOJ.

The Company was also advised that the DOJ is investigating
whether an agreement by one of the Company's subsidiaries to pay
a $1.5 million consulting fee to a consultant in connection with
certain foreign printing projects involved violations of the
Foreign Corrupt Practices


AMES DEPT.: Moody's Junks Senior Notes Following Bankruptcy
-----------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Ames
Department Stores following the company's filing under Chapter
11 of the bankruptcy code.

There is approximately $250 million of debt securities affected.

       Ratings
                                     To      From

   Senior implied                    Caa2    Caa1

   $200 million 10% senior           Ca      Caa3
   unsecured notes due 2006

   $50 million 12.5% senior          Ca      Caa3
   notes of Hills Stores Co.,
   guaranteed by Ames Department
   Stores

   Senior unsecured issuer rating    Ca      Caa3

The rating on senior implied and on the unsecured notes reflect
Moody's belief that secured debtholders are likely to receive a
substantial portion of face value of their obligations, while
the recovery values of unsecured obligations is likely to be
more seriously impacted, Moody's said.

Moody's reported that the rating agency expects ultimate
recovery values to be affected by the company's performance
during the 2001 holiday season.

The company recently announced it would close 47 stores. Moody's
believes that this action should improve near term cash flow and
allow working capital to be directed toward better-performing
stores.

Prior to its bankruptcy, Ames recently completed a financing
with Kimco Funding for $75 million secured by leasehold
interests. Ames has agreed to two DIP financings, one for $700
million from GE Capital (which will presumably replace the prior
$800 million revolving credit agreement) and an additional $55
million from Kimco, Moody's stated.

Ames Department Stores operates over 400 discount department
stores throughout New England, the Atlantic States, and the
Midwest. The company is headquartered in Rocky Hill,
Connecticut.


AMF BOWLING: Panel Balks at $75MM DIP Financing Deal Provisions
---------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
motion of AMF Bowling Worldwide, Inc. to obtain $75 million of
secured post-petition financing from the same lenders who have
extended more than $614 million pre-petition financing to the
Debtors.

Jonathan Hauser, Esq., at Troutman Sanders Mays & Valentine in
Richmond, Virginia, tells the Court that the Committee finds
certain provisions of the proposed post-petition credit
agreement egregious in the light of the Debtors' limited needs
for post-petition financing.

In exchange for the financing, Mr. Hauser observes, the pre-
petition lenders want to receive not only large commitment fees
but also the power to dictate how these cases will be conducted
and how their own claims and more than $500 million of competing
creditor claims will be treated.

The Committee puts five specific objections to the DIP Financing
Facility before the Court:

   (a) the DIP credit agreement contains provisions designed to
       insulate pre-petition liens and claims of pre-petition
       lenders from review and challenge by the Committee as
       Well as shield them from any pre-petition actions;

   (b) the pre-petition lenders are attempting through the DIP
       agreement to control the terms and timing of any plan of
       reorganization that he Debtors may pursue in these cases;

   (c) the DIP credit agreement and related documents purport to
       grant liens and security interests in the Debtors'
       recoveries from any avoidance actions;

   (d) the DIP interim order purports to grant the Court     
       Automatic jurisdiction over non-debtor subsidiaries and
       affiliates in the event of subsequent bankruptcy filings
       by any of those entities; and

   (e) the DIP interim order limits the amount of any
       refinancing to $75 million by permitting the Debtors to
       grant superiority claims or senior liens only in the case
       of a refinancing that does not exceed $75 million,
       thereby limiting the Debtors' ability and flexibility to
       obtain the most economically favorable financing that may
       become available.

Mr. Hauser states that the Debtors only have a short-term need
for additional financing not likely to exceed $18.6 million but
seeks a $75 million credit facility to "instill confidence in
customers and trade vendors." The need for additional post-
petition financing should decline to zero by the end of March
2002.

Despite this short-term and minor liquidity needs, the
proposed DIP credit facility contains extensive provisions
designed to restrict the Committee's and the Debtors'
performance of fiduciary responsibilities, control over the
content and timing of a plan of reorganization and divert
recoveries intended for the benefit of unsecured creditors to
the Lenders. (AMF Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


ARMSTRONG HOLDINGS: AWI Enters Swap Contract with Barclays Bank
---------------------------------------------------------------
Represented by Rebecca L. Booth, Mark D. Collins, and Deborah E.
Spivack of the Wilmington firm of Richards Layton & Finger,
Armstrong World Industries, Inc., asks Judge Farnan to authorize
it to enter into an ISDA Agreement with Barclays Bank PLC and
perform all of its obligations under that agreement.

The Debtor reminds Judge Farnan of entry of his Order granting
their Motion to continue risk-hedging transactions. These
transactions include commodity (including natural gas), foreign
exchange, and interest derivative contracts, including forward
contracts, options, swaps and future contracts.

AWI routinely enters into these agreements under standard master
agreements, such as the International Swap Dealers Association
Master Agreement.

Although the Debtors believe that Judge Farnan's prior Order
authorizes it to enter into ISDA agreements in its normal
business practice, Barclays has expressed concern relating to
AWI's authority to enter into and perform an ISDA Agreement
without specific judicial approval of the Barclays ISDA
Agreement, and without the Court's specific determination that
each transaction performed under the Barclays ISDA Agreement
constitutes a risk-hedging transaction.

By this Motion, AWI specifically requests that, consistent with
the general hedging Order previously entered, Judge Farnan
specifically authorize AWI to enter into the Barclays ISDA
Agreement.

As indicated in the prior general hedging Motion, AWI is
entering into the Barclays ISDA Agreement and transactions not
to make a profit, but to stop market volatility and limit AWI's
exposure to market fluctuations. AWI assures Judge Farnan that
the transactions under the Barclays ISDA Agreement constitute
risk-hedging transactions.

Furthermore, because entry into the Barclays ISDA Agreement is
in the ordinary course of AWI's business, and because in the
general hedging Order Judge Farnan authorized AWI to enter into
ISDA agreements, AWI believes it has the ability to enter into
the Barclays ISDA Agreement and perform thereunder without
specific order.

However, to allay Barclays' concern, AWI asks for a specific
order authorizing AWI to enter into the Barclays ISDA Agreement
and perform the agreement's terms, and that the transactions
under this Agreement constitute risk-hedging transactions.

As consideration for entry into the Barclays ISDA Agreement,
Barclays has requested that AWI reimburse it for its attorney's
fees it incurred in connection with the negotiation and
documentation of the Barclays ISDA Agreement.

Of the approximately $15,000 in attorney's fees that Barclays
has represented it has incurred, AWI asks that Judge Farnan
authorize it to reimburse Barclays in an amount not to exceed
$10,000 on account of such fees.

In addition, AWI asks that all claims, damages, or losses
arising under, or any amounts that become due and owing in
connection with, each transaction be afforded an administrative
expense priority.

In light of the entry of his prior Order, Judge Farnan promptly
grants this Motion. (Armstrong Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ATLANTIC TECHNOLOGY: Nasdaq Delists Shares Effective August 23
--------------------------------------------------------------
Atlantic Technology Ventures, Inc., (Nasdaq: ATLC) common stock,
previously trading on the Nasdaq Small Cap Market under the
symbol ATLC, has, pursuant to the decision of the Nasdaq Listing
Qualification Panel, been delisted from the Nasdaq Small Cap
Market as of the open of business on August 23, 2001.

The Staff of the Nasdaq Stock Market in March notified Atlantic
that it has failed to demonstrate a closing bid price of at
least $1.00 per share for 30 consecutive trading days and was in
violation of Nasdaq Market Place Rule 4310(c)(4).

In accordance with applicable Nasdaq Marketplace rules, Atlantic
was provided a 90-day grace period, through June 20, 2001,
during which to regain compliance. On June 27,2001, Atlantic
requested a hearing, which effectively stayed the delisting.

However, after submission of materials in support of Atlantic's
position to the panel, the panel has informed Atlantic that its
common stock will be delisted.

The NASD has informed Atlantic that Atlantic's common stock will
be eligible to trade on the OTC Bulletin Board under the same
symbol. Shareholders will still be able to get current trading
information, including the last trade bid and ask quotations and
share volume.

Atlantic Technology Ventures, Inc. is a publicly held venture
capital company specializing in early-stage, breakthrough
technologies and rapidly incubating these through a definitive
proof-of-principle.

Atlantic currently has investments in: Catarex, a device for
cataract removal; CT-3, a synthetic derivative of marijuana for
treating pain and inflammation; and superconducting electronics
for telecommunications.


BRIDGE INFO: Pressed to Comply with Prepetition Severance Plan
--------------------------------------------------------------  
Bridge Information Systems, Inc. seeks the Court's authority to
establish a severance and retention plan for certain employees
to be identified by the Debtors whose employment was or may be
terminated on or after the Petition Date pursuant to a reduction
in force (RIF) implemented by one of the Debtors' entities based
in the United States, subject to certain limitations.

According to Sean A. O'Neal, Esq., at Cleary, Gottlieb, Steen &
Hamilton, in New York, any employee who is eligible to receive
payments under the management retention plan approved by this
Court, would not be eligible to receive Severance and Retention
Benefits.  Mr. O'Neal also explains that the Severance and
Retention Benefits would not be available to any employee whose
employment is continued by an entity acquiring one of the
Debtors' businesses.

At present, Mr. O'Neal says, the Debtors have not and cannot
identify all of the current employees whose employment may be
terminated in the future pursuant to a RIF because the sale of
the Debtors' assets is not yet complete and the eventual buyers
have not yet made their hiring decisions.  However, Mr. O'Neal
adds, there are already some current and former employees that
are identified.  But because of privacy purposes, the Debtors
decided not to disclose the list before the Court.

For inquiries, current or former employees of the Debtors may
contact Margaret M. Hohl, senior vice-president for Human
Resources at Bridge Information Systems, Inc., at (314) 468-
8115.

Mr. O'Neal reiterates that the Retention and Severance Plan will
provide up to three-weeks salary to each eligible former
employee, subject to an aggregate cap of $1,200,000 for all such
employees, whose employment was or may be terminated pursuant to
a RIF and who was employed by the Debtors through the Petition
Date or thereafter.  But, Mr. O'Neal explains, the Debtors will
be able to determine the number of weeks salary available to  
each eligible former employee under the Severance and Retention
Plan only after they know the total number of employees whose
employment may be terminated pursuant to a RIF.

To determine which employees would receive payment of Severance
and Retention Benefits and the amount of each such payment, the
Debtors will follow a certain criteria, including:

    (a) whether the employee was terminated on or after the
        Petition Date pursuant to a RIF,

    (b) the number of years of employment with the Debtors,

    (c) and whether the employee has chosen to release any pre-
        petition claims against the Debtors for severance
        benefits.

According to Mr. O'Neal, an eligible former employee may choose
to receive Severance and Retention Benefits or pursue asserted
pre-petition rights, if any, against the Debtors.

Last January 2001, the Debtors announced a RIF of 115 employees
whose employment are subsequently terminated on or after the
Petition Date.  Last July 31, 2000, the Debtors implemented
another RIF resulting in the termination of 20 employees
previously employed by the Debtors' businesses that were  
acquired by SunGard Data Systems, Inc. or certain of its
affiliates.  Mr. O'Neal says it is possible that the Debtors may
implement a further RIF.

In view of this uncertainty and the need to keep their workforce
in place, the Debtors contend that the establishment and
implementation of a Severance and Retention Plan is necessary to
maintain employee morale and to provide an incentive to
employees to continue their employment with the Debtors through
the consummation of the sale process.

                       Employees Object

Some employees are outraged by the Debtors' proposed severance
plan.

Cristine Denver, the sole member of the BridgeNews San Francisco
Bureau, notes that this new severance plan falls short of the
pre-petition policy promised to employees.  In the pre-petition
severance policy, Ms. Denver notes that Bridge employees are
entitled to two weeks of salary for each year of service.

Several reporters and editors at Bridge News in Washington D.C.
also complained that the Debtors previously implemented a
retention policy and set aside $11,500,000 million for key
executives (comprising only about 7% of the company's 2,300
workers).  Now, the severance package for the rest of the
employees is only $1,200,000.  

"Where's the fairness in that," they ask?  Reporters and editors
asserted that they are equally important as the key executives
since they are the ones who produced the news and data that the
clients paid for.  "Without our product, there would have been
nothing for the executives to administer," they added.  

According to Bridge's media personnel, three-weeks severance pay
does not full value to the time and energy they spent in
building Bridge News into one of the world's largest financial
wire services.  "Our efforts should be acknowledged," they tell
Judge McDonald.

Michael Arbolino, marketing manager of Foreign Exchange and
Derivatives - Telerate, agrees that Bridge/Telerate employees
are receiving mere crumbs for severance benefits.

"[So] please help the good people at Bridge/Telerate who have
endured much in the past six months win a fair and just
severance package and retain faith in the judicial process," Mr.
Arbolino appeals to Judge McDonald.

Tara H. Connolly, an employee of five and a half years, also
declared that as a former employee, "I should rank high in
priority than other creditors!"

The employees protest that the change in policy came without
proper notification, citing that the Worker Adjustment and
Retraining Notification Act (WARN) requires 60 days notice or
payment of 60 days salary and benefits before mass layoffs.

They also refuse to believe that Bridge cannot afford to pay
them severance benefits pursuant to the pre-petition policy.  
Thus, the employees ask the Court to deny the relief requested
and compel the Debtors to comply with its pre-petition severance
package. (Bridge Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BRIDGE INFORMATION: MoneyLine Offers $10MM for Telerate Assets
--------------------------------------------------------------
Bridge Information Systems, Inc. (BRIDGE(R)) reached an
agreement, subject to approval of the bankruptcy court and the
BRIDGE board, to sell the global operations of its Telerate
subsidiaries, plus the BRIDGE information businesses in Europe
and Asia, and the Bridge Trading Room System (BTRS) product
line, to MoneyLine Network, Inc., a New York-based provider of
hosted electronic commerce applications and financial content.

MoneyLine will pay $10 million for these BRIDGE assets, and will
also provide a $5 million contribution to the operating expenses
of the businesses being sold pending closing of the transaction.

MoneyLine has advised BRIDGE that it has reached an agreement
with Reuters for the collection and aggregation of market data
and other services and technology rights that MoneyLine will
require for a three to four year transition period, and an
agreement with SAVVIS Communications Corporation for network
services. These agreements, together with the assets and people
being acquired from BRIDGE, will enable MoneyLine to provide
customers with a seamless continuation of product delivery.
BRIDGE expects to receive all necessary approvals for the
transaction within the next few weeks, and hopes to close the
transaction promptly thereafter.

David Roscoe, BRIDGE president, said, "We are delighted to have
completed arrangements for the successful continuation of the
product offerings of Telerate, BRIDGE Europe, BRIDGE Asia, and
BTRS. We believe that MoneyLine, with the inclusion of the
assets and people it will be acquiring from BRIDGE, along with
the support it will be obtaining from Reuters and SAVVIS, has
the resources to provide clients of these businesses with a very
competitive line of products and services."

Jon Robson, MoneyLine's CEO, said, "This acquisition marks
MoneyLine's advance into the first tier of global providers of
financial market information suppliers. Telerate has long been
one of the leaders in that business, and the BRIDGE information
businesses in Europe and Asia have made great strides in
applying state of the art technology to those regions. The BTRS
product line is also a leader in its target market. We believe
the products and services offered by these operations will be
further enhanced by MoneyLine's focus on providing our clients
with effective tools for the distribution of content and
interactive trading applications."

                         About BRIDGE

BRIDGE, together with its principal operating units, Bridge
Information Systems, Telerate(R), Inc., eBRIDGE(SM), Bridge
Trading, and BridgeNews(SM), is one of the world's largest
providers of financial information and related services
including trading, transaction, e-commerce, Internet and
wireless technologies.

BRIDGE information products include a wide range of
workstations, market data feeds and web-browser-based
applications, combined with comprehensive market data, in-depth
news, powerful analytic tools and trading room integration
systems. BRIDGE, with over a quarter million users in over 65
countries, is headquartered in New York City with the BRIDGE
trading and Technology center in St. Louis, and major regional
centers in Europe, the Middle East, Africa, and the Pacific Rim.
For more information visit the BRIDGE Web site at
http://www.bridge.com

                        About MoneyLine

MoneyLine Network, Inc. is a leading provider of hosted
Internet-based transactional services, real-time and historical
content, and applications to financial professionals. Content
partners include Dow Jones Newswires, GovPX, Garban-Intercapital
plc, IFR Thomson, S&P, Interactive Data, Market News
International, Stone & McCarthy, MCM, WeatherMarkets.com and
global exchanges. Customers are able to receive and distribute
proprietary information without the expense of dedicated
terminals. MoneyLine is backed by leading venture capital firm
Accel Partners and several major financial services and
communications companies, including Bank of America, Garban-
Intercapital plc, Global Crossing, and Merrill Lynch. The firm,
established in 1998, is headquartered in New York City. For more
information, please visit the company's Web site at
http://www.moneyline.com


BTI TELECOM: Moody's Junks Senior Unsecured Debt Ratings
--------------------------------------------------------
Moody's Investors Service lowered the ratings of BTI Telecom
Corporation's $250 million 10 1/2% Senior Notes due 2007 and its
issuer rating to Ca from Caa1 and its senior implied rating to
Caa3 from B3. This concludes the review that was initiated on
January 18, 2001. The outlook is negative while there is
approximately $250 million of debt securities that is affected.

Moody's said that the downgrade reflects the rating agency's
concerns about the company's constrained liquidity situation and
its failure to generate sufficient customer growth to turn a
profit.

Moody's considers that BTI's current cash position is
insufficient to cover its capital requirements and debt service
obligations in the next few quarters, the rating agency stated.
Furthermore, Moody's considers that the public debt and equity
markets are closed to BTI and there can be no assurance that
current strategic investors will continue to provide additional
capital, Moody's stated.

BTI Telecom is a provider of telecommunications services in the
southeastern United States. The company headquarters is in
Raleigh, NC.


CARMIKE CINEMAS: Wants to Assume 35 Leases & Reject 2 Leases
------------------------------------------------------------
Carmike Cinemas, Inc., et al. seeks court authority to assume
certain leases of nonresidential real property and to reject
certain leases of nonresidential real property.

A hearing will be held before the Honorable Sue L. Robinson,
District of Delaware, on August 28, 2001 at 8:00 AM.

Of the 35 leases that the debtor seeks to assume, 32 leases
relate to theatres as to which Carmike's deadline to assume or
reject expires on September 1, 2001.  

Carmike requests to reject two leases by and between Carmike and
Concordia Properties for the Dakota Square theatre located in
Minot, North Dakota and lease with AP Consolidated Theatres LP
for the Carmike 6 theatre located in Anniston, Alabama.  These
two theatres are unprofitable and generate only marginally
positive cash flow.

With respect to the leases that the debtors seek to assume,
fourteen are with Anthony Properties Management, Inc and its
affiliates.  Carmike and the Anthony Lessors agreed to the
assumption of 13 leases, four of which will be amended to reduce
rental obligations and the rejection of one lease.  

The debtors and Anthony have agreed to extend the time within
which the debtors must assume or reject the lease in Fort Wayne,
Indiana to and including September 30, 2001.  The debtors have
also acknowledged the right of the Anthony Lessors for premises
located in Bradenton, Fla. to setoff the construction allowance
provided for in the lease against amounts owed by the debtors.

Due to lease concessions with several leases, Carmike expects to
save approximately $1.275 million in occupancy costs over the
next five years.  

In addition, with respect to a lease in Johnson City, Tennessee,
Carmike will receive a $1.975 million reimbursement for expenses
upon assumption of the lease. The balance will be paid to the
Lenders after the payment of $1 million to cure prepetition
default and lien claims.


CENTRAL EUROPEAN: First-Half Operating Loss Cut to $10 Million
--------------------------------------------------------------
Central European Media Enterprises Ltd.'s net revenues increased
by $648,000, or 3%, to $20,603,000 for the second quarter of
2001 from $19,955,000 for the second quarter of 2000. The
increase was primarily attributable to an increase in net
revenues the Company's Slovenian operations which were partially
offset by decreases at the Company's Romanian operations and the
consolidated entities of the Company's Ukrainian operations.

The net revenues of the Company's Slovenian operations increased
by $2,488,000, or 37%, for the second quarter of 2001 compared
to the second quarter of 2000. This increase is primarily
attributable to additional revenues as a result of the Company
acquiring control over the economics and programming of Kanal A
on October 11, 2000.

However, the increase would have been even greater had the US
dollar not continued to appreciate against the Slovenian tolar
(SIT) in the second quarter of 2001. In local currency terms,
the net revenues of the Company's Slovenian operations increased
by approximately SIT8 13,843,000, or 56%, for the second quarter
of 2001 compared to the second quarter of 2000.

Approximately 46% of the SIT813,843,000 increase was
attributable to Kanal A. The Company's Romanian operation's net
revenues decreased by $1,516,000, or 15%, for the second quarter
of 2001 compared to the second quarter of 2000. This decrease is
as a result of the apparent negative economic climate in Romania
causing advertisers to reduce their advertising budgets in 2001.

The Company is in the process of reviewing its operations in
Romania, but anticipates that it is likely that net revenues for
2001 will fall significantly below the 2000 net revenue figure
of $39,591,000.

The net revenues of the consolidated entities of the Company's
Ukrainian operations decreased by $109,000, or 5%, for the
second quarter of 2001 compared to the second quarter of 2000.
The decrease in net revenues (net revenues representing gross
revenues less discounts and agency commissions) was as a result
of a one-time initial commission payment in June to Video
International, the Company's advertising partner in Ukraine.

The Company generated an operating loss of $2,588,000 for the
second quarter of 2001 compared to an operating loss of
$11,720,000 for the second quarter of 2000.

The Company's net revenues increased by $1,283,000, or 4%, to
$36,608,000 for the first six months of 2001 from $35,325,000
for the first six months of 2000. The increase was primarily
attributable to an increase in net revenues at the consolidated
entities of the Company's Ukrainian and Slovenian operations
which were partially offset by a decrease at the Company's
Romanian operations.

The net revenues of the Company's Slovenian operations increased
by $4,263,000, or 40%, for the first six months of 2001 compared
to the first six months of 2000. This increase is primarily
attributable to additional revenues as a result of the Company
acquiring control over the economics and programming of Kanal A
on October 11, 2000.

However, the increase would have been even greater had the US
dollar not continued to appreciate against the Slovenian tolar
(SIT) in the first six months of 2001. In local currency terms,
the net revenues of the Company's Slovenian operations increased
by approximately SIT1,352,788,000, or 59%, for the first six
months of 2001 compared to the first six months of 2000.

Approximately 57% of the SIT1,352,788,000 increase was
attributable to Kanal A. The Company's Romanian operations' net
revenues decreased by $3,090,000, or 17%, for the first six
months of 2001 compared to the first six months of 2000. This
decrease is as a result of the apparent negative economic
climate in Romania causing advertisers to reduce their
advertising budgets in 2001.

The net revenues of the consolidated entities of the Company's
Ukrainian operations increased by $126,000, or 3%, for the first
six months of 2001 compared to the first six months of 2000. The
increase in net revenues (net revenues representing gross
revenues less discounts and agency commissions) was as a result
of the continuing recovery of the Ukrainian television
advertising market off-set by a one-time initial commission
payment in June to Video International, the Company's
advertising partner in Ukraine.

The Company generated an operating loss of $10,494,000 for the
first six months of 2001 compared to an operating loss of
$21,452,000 for the first six months of 2000.


CENTRAL VERMONT: Inks Deal to Sell Vermont Yankee Nuclear Plant
---------------------------------------------------------------
Central Vermont Public Service President Bob Young recently
lauded the sale of Vermont Yankee Nuclear Power Plant, saying
the sale to Entergy Corp. will provide Vermonters with
substantial power savings and risk mitigation.

"If approved by regulators, this sale will play an important
role in our ongoing efforts to reduce costs for our customers,"
Young said.  "Consumers and the company will see significant
direct cost savings, as well as less obvious but equally
important benefits such as built-in market price protections and
mitigation of the financial risks associated with operating a
nuclear plant."

The $180 million Vermont Yankee sale was announced by Vermont
Yankee and Entergy, the successful bidder in an auction
conducted by JP Morgan, which has been involved in 11 of the
past 13 nuclear plant sales in the United States.

"Entergy has worked very hard with us to address all the issues
related to the sale, and provide an offer that will work for
Vermonters," Young said.

The sale must be approved by numerous regulators, including the
Vermont Public Service Board, the Securities and Exchange
Commission and the Nuclear Regulatory Commission.  CVPS owns
31.3 percent of the plant.

Young said the sale and an attached power purchase agreement
would provide CVPS customers with a stable supply of power
through the plant's licensed life at prices lower than the
current owners could generate power.  The agreement includes
prices that generally range from 3.9 cents to 4.5 cents per
kilowatt-hour.

"For CV's customers alone, the agreement means savings of
approximately $78 million in power costs between now and 2012,"
Young said.  "The power costs in the contract are competitive,
and will provide CV and our customers with a stable, reasonable
price, especially when compared to the volatility and
uncertainty that exists in the spot market."

The power purchase agreement includes a mechanism, known as a
low-market price adjuster, to ensure Vermonters will benefit if
the market price of power drops below the contract price.

"We're protected on the upside by the fixed prices for power,
and on the downside by the market price adjuster," Young said.  
"This gives our customers the best of both worlds."

Young also noted several other benefits to Vermont in the sale
agreement.  They include:

   * Power cost risk mitigation. When VY is off line for planned
or unplanned outages, CV and other owners are now forced to go
into the market to buy power, while still paying the costs of
Vermont Yankee.  Under the sale, CV will no longer have that
risk, as the company will pay nothing to VY when the plant isn't
running.

   * Decommissioning risk mitigation.  The deal puts all risk
for an increase in decommissioning costs on Entergy, without any
top-off of the decommissioning fund by the sellers or Vermont
consumers.

   * Possible decommissioning fund rebates.  If the plant life
is extended and the decommissioning fund grows beyond what is
ultimately needed as a result of the longer time period, the
surplus will be shared with ratepayers.

   * Job certainty at Vermont Yankee.  Entergy has agreed to
keep all 450 VY employees, and to honor existing union
agreements.

   * Relicensing review.  Entergy agreed to condition any
license extension for the plant on approval by the Vermont
Public Service Board.

   * Plant access.  Entergy committed to ensure that Vermont
regulators will be granted all plant access and information
currently provided by the existing owners.

Young credited the Department of Public Service and the Public
Service Board for their oversight over the past several months,
which he said helped VY's owners strike the best deal possible.

"This agreement will provide real benefits to Vermonters," Young
said.  "I look forward to working with the Public Service Board
and Department of Public Service as they begin to analyze the
agreement and its effects."


COMDISCO INC: Chicago Court Approves $450 Million DIP Facility
--------------------------------------------------------------
Comdisco, Inc. (NYSE: CDO) secured final approval for $450
million in debtor-in-possession (DIP) financing from the U.S.
Bankruptcy Court for the Northern District of Illinois.  The DIP
Facility allows Comdisco to continue operations as normal, pay
employees and purchase goods and services. The financing package
was provided by a group of banks led by Citibank, N.A. as
Administrative Agent, The Chase Manhattan Bank as Syndication
Agent, and Heller Financial, Inc. as Documentation Agent. Of the
$450 million, $100 million has been reserved to support the
company's international operations. The court had already
granted interim approval for $200 million of the DIP financing
facility on July 17, 2001, as part of Comdisco's "first day
motions."

Comdisco said that the final facility size was determined based
on the company's increased cash reserves, which increased to
approximately $400 million since its filing for Chapter 11 on
July 16, 2001, and its determination that a larger facility was
unnecessary. The company also said that its bank agents had
fully syndicated the original $600 million facility, but
concurred with the company's determination on the size of the
facility, which was also supported by the Official Committee of
Unsecured Creditors.

Norm Blake, Comdisco's Chairman and Chief Executive Officer,
said: "The final approval granted to Comdisco by the court for
our $450 million in DIP financing, along with significant cash
reserves, should give all of our customers, employees and
business partners added reassurance that we have sufficient
financial resources to continue to run our businesses as usual
and meet all of our commitments without disruptions. This
approval, along with the proposed sale of our Availability
Solutions business announced in July, will significantly
facilitate our ongoing `fast-track' reorganization efforts."

On July 16, 2001, Comdisco, Inc. and 50 domestic U.S.
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Illinois. The filing allows the company
to provide for an orderly sale of its services business, while
resolving short-term liquidity issues and enabling the company
to reorganize on a sound financial basis to support its ongoing
businesses. Simultaneously with the filing, Comdisco also
announced on July 16 its decision to sell substantially all of
its Availability Solutions (Technology Services) business to
Hewlett-Packard for $610 million. This transaction is still
subject to higher or otherwise better offers through the
Technology Services bidding process, which the court approved on
August 9, 2001.

Comdisco's operations located outside of the United States were
not included in the chapter 11 reorganization cases. All of
Comdisco's businesses, including those that filed for chapter
11, are conducting normal operations. Comdisco is continuing to
pursue other strategic alternatives to create value for its
stakeholders, including evaluating the possible sale of certain
of its leasing assets and the restructuring of its Ventures
business. The Bankruptcy Court has scheduled a hearing on August
30, 2001, to consider the company's request for competitive
auction procedures for the company's IT leasing business in
North America, and its leasing business structured around
specific vertical markets, including electronics, healthcare,
laboratory and scientific, telecommunications and manufacturing.
The company intends to reorganize on a "fast-track" basis and
has targeted emergence from chapter 11 during early 2002


DANBEL INDUSTRIES: Richter Named as Interim Receiver of Units
-------------------------------------------------------------
Danbel Industries Corporation consented to the appointment of
Richter & Partners Inc. as interim receiver of its wholly-owned
subsidiaries, Danbel Inc., American Lantern (1998), Inc., Danbel
Security Lighting Inc., JSL Lighting (2000) Corp. and JSL
Lighting (2000) Inc.  

The purpose of the appointment is to preserve value within the
Companies and to facilitate a restructuring plan which would
allow continuance as a going concern.  A restructuring officer
will be engaged by Richter & Partners Inc. to assist with this
process.

The appointment was requested by the Companies' senior lenders.
The Lenders have committed to support the Companies'
restructuring efforts by providing an additional advance of up
to $1 million and a letter of credit facility in the same
amount, intended to permit the Companies to maintain adequate
inventory levels.

Senior management of the Companies have indicated their
willingness to co-operate fully with the Lenders, the interim
receiver and the restructuring officer.  

The Lenders have made demand under the terms of the Credit
Agreement in place between the Lenders and the Companies, and
served Notices of Intention to Enforce Security pursuant to the
Bankruptcy and Insolvency Act.

Mr. J. Neil Tabatznik resigned as a director of Danbel
Industries Corporation effective August 13, 2001.


DC DIAGNOSTICARE: Focuses on Implementing Plan & Reducing Debt
--------------------------------------------------------------
DC DiagnostiCare Inc. announced results for the third quarter
ended June 30, 2001.

On June 29, 2001 the Company announced it had reached agreement
to dispose of its wholly owned subsidiaries North American
Imaging Inc. and Aspect Electronics Inc. On July 18, 2001 the
disposal of these subsidiaries was completed. Accordingly, the
results of operations of North American Imaging Inc. and Aspect
Electronics Inc. for the current and prior periods have been
reported as income or loss from discontinued operations and are
not included in consolidated revenues and costs for on-going
operations.

The Company recorded a net loss on these discontinued operations
of $3.2 million for the three months ended June 30, 2001.

Revenues from on-going imaging operations were $18.5 million for
the three months ended June 30, 2001 up from $17.8 million for
the same period in the prior year and $18.4 million for the
prior quarter this year.

EBITDA (earnings before interest, taxes, depreciation,
amortization and discontinued operations) increased to $1.9
million from $1.6 million in the same period last year.
DiagnostiCare recorded a net loss of $249,000 from continuing
operations ($0.01 per common share) compared to a net loss of
$18.0 million ($0.69 per common share) in the third quarter of
fiscal 2000 when it recorded asset and goodwill write-downs of
$22.0 million.

Revenues for the nine months ended June 30, 2001 increased 3.5%
to $54.4 million from $52.6 million recorded in the same period
last year. For the nine months ended June 30, 2001 EBITDA
increased to $5.8 million from $5.0 million recorded in the same
period last year despite a number of charges recorded in the
period.

These charges amounted to $1.3 million and included legal fees
associated with an attempted transaction, professional fees
associated with maintaining the Company's credit facility,
provision for sales taxes and a net loss on the sale of clinics
as part of the Company's on-going efforts to rationalize and
streamline operations, offset by a gain on the settlement of
capital leases on magnetic resonance imaging equipment, which
the Company regarded as obsolete.

EBITDA for the nine months ended June 30, 2001 before these
charges was $7.1 million.

For the nine months ended June 30, 2001 the Company generated
$0.7 million in cash from continuing operations compared to $1.6
million in the same period last year. Cash used to acquire
capital equipment totaled $1.2 million and bank indebtedness and
long-term debt increased by $0.4 million.

"Since we released our second quarter results DiagnostiCare has
announced the sale of North American Imaging and Aspect
Electronics, and has announced the closing of a restructured
credit facility with its lenders. With these transactions behind
us DiagnostiCare is now able to focus on implementing our
restructuring plan, revitalizing our clinic infrastructure and
seeking equity investors to enable the Company to refinance its
bank debt," said Brock Armstrong, President and CEO.

Based in Edmonton, DC DiagnostiCare Inc. provides a
comprehensive suite of medical imaging services through a
network of over 140 diagnostic imaging centres across Canada.

The common shares of DC DiagnostiCare trade on the Toronto Stock
Exchange under the symbol DCE.


DYLEX LTD.: Goes Into Interim Receivership
------------------------------------------
Creditors have been concerned over the clothing chain Dylex
Ltd.'s plan for reorganization under court protection. This puts
the company in interim receivership, the Ottawa Business Journal
reported.

The creditors met with Justice James Spence of the Ontario
Superior Court on and appointed Richter & Partners Inc. as
interim receiver. The court may still consider the option of
bankruptcy this week.

Richter now controls over Dylex's BiWay and Fairweather
divisions as well as receipts and disbursements. Richter can
help sell Dylex's BiWay leases and the Fairweather clothing
chain and investigate the Company's financial affairs.


FINOVA GROUP: Proposes Litigation Claim Distribution Protocol
-------------------------------------------------------------
According to Claudia King & Associates, Inc., the claims agent
retained in The FINOVA Group, Inc.,'s chapter 11 cases,
approximately 2,400 pre-petition litigation claims in the
aggregate stated amount of multiple billions of dollars have
been filed, many of which may have liens asserted against them
by attorneys, healthcare provides and others representing the
person asserting the Litigation Claim.

The Debtors' objections to the claims and positions asserted by
Lienholders will vary from state to state. For example, in some
states a distribution on an allowed Litigation Claim, under
applicable state law, may be required to be made to the claimant
as well as one or more of the Lienholders. It is costly and
inefficient to research each applicable state's law in the
context of the facts of each allowed Litigation Claim to
determine the Debtors' obligations with respect to the
Lienholder.

In order to avoid expensive research and the potential of
exposing the Debtors to multiple liability, Janet M. Weiss,
Esq., at Gibson, Dunn & Crutcher LLP, argues, the facts of the
case dictate the need to establish uniform procedures for the
issuance of distribution checks to holders of allowed Litigation
Claims against which liens have been asserted.

The Debtors propose that:

      A.  Notwithstanding any applicable state law to the
          contrary, distributions on allowed Litigation Claims
          will be issued to the holder of the allowed Litigation
          Claim, as identified in the applicable proof of claim,
          and, if applicable, will be mailed in care of any
          attorney identified in such proof of claim as a party
          to whom notices relating to the claim should be sent.

      B.  To the extent there are Lienholders asserting an
          interest in the Distribution, the holder of any
          allowed Litigation Claim, and, if applicable, his or
          her attorney, is prohibited from negotiating such
          distribution check (unless deposited in an attorney's
          client trust account), without first obtaining either
          (i) an order of a court of competent jurisdiction,
          entered on notice to the Lienholders, permitting such
          negotiation, or (ii) the prior written consent of the
          Lienholders.

Handling the issuance of distributions checks to holders of
allowed Litigation Claims against which liens have been asserted
in this manner, Ms. Weiss suggests, will reduce administrative
expenses, promote judicial economy, speed claims processing, and
preserve the Debtor's estate for the payment of valid claims.  

Ms. Weiss reminds Judge Walsh that similar procedures were
adopted in In re Venture Stores, Inc., Case No. 98-101 (RRM) and
Hechinger Investment Company of Delaware, et al., Case No. 99-
2261 (PJW). (Finova Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Consents to Permit Dowell Appeal to Proceed
--------------------------------------------------------------
Prior to the petition date, Emma Dowell commenced civil action
98-CI-00232 against Union Underwear, in the Taylor Circuit Court
of Kentucky.  The suit alleges damage to Ms. Dowell's property
caused by draining surface water from Union's property around
May 13, 1995.

Risa M. Rosenberg, Esq., of Milbank Tweed, tells Judge Walsh
that after a jury trail and prior to the petition date, a
judgment on a jury verdict was entered in favor of Ms. Dowell,
in the amount of $25,160.  Union appealed the verdict to the
Kentucky Court of Appeals, which bears the case number 1999-CA-
001642-MR.

Prior to the petition date, Union caused a supersedeas bond,
number 6029332 issued by Safeco Insurance Company of America, in
the amount of $35,000 to be issued for the benefit of Ms. Dowell
in connection with the appeal.  The bond is not secured by any
pledge of Fruit of the Loom assets or affiliates.

By order dated June 5, 2000, this Court set August 15, 2000, as
the deadline for filing proofs of claim for prepetition claims
in these cases. According to the records of Fruit of the Loom
Ltd., Ms. Dowell did not file a proof of claim by the bar date.

Union and Ms. Dowell have each filed pleadings and briefed all
issues in the appeal.  No further briefing or discovery is
scheduled or likely to be scheduled in the appeal.

The Kentucky Court of Appeals ordered the appeal abated
indefinitely pending resolution of Debtors' bankruptcy cases or
until the stay imposed pursuant to section 362(a) is modified to
allow the appeal to resume. Fruit of the Loom believes that it
is in the best interests of its estates to resume the appeal to
bring about a final and certain resolution to the matter.  

Furthermore, even if Ms. Dowell prevails on the appeal, she will
not have a claim against Fruit of the Loom's estates because she
did not file a proof of claim by the bar date.  Therefore, Fruit
of the Loom seeks an order modifying the automatic stay to allow
the appeal to proceed to judgment or settlement.

Morris Butler, Esq., of the law firm, Butler, Butler and Hudson,
signed a stipulation and consent order confirming his client's
desire to proceed with the matter.  It was signed on May 22,
20001 in Greeensburg, Kentucky. (Fruit of the Loom Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FURRS SUPERMARKETS: Fleming Passes on Two El Paso Stores
--------------------------------------------------------
Furrs Supermarkets related Friday that an additional two store
locations will not be acquired as part of Furrs' purchase
agreement with Fleming Companies, Inc.

The Furrs Store at 951 North Resler Drive in El Paso will close
on August 28. The Furrs store at 11705 Montwood and
Saulkleinfeld, in El Paso, will close on August 29.

Employees at both stores will receive a severance package per
the collective bargaining unit agreement.

"We regret the closing of these additional stores, but have no
other choice under the circumstances," Mortensen said.

On June 29, the U.S. Bankruptcy Court approved the purchase by
Fleming of 66 Furrs Supermarkets locations in New Mexico and
West Texas. The purchase price of $57 million included all real
estate, equipment leases, contracts and licenses. Furrs
inventory was also purchased for an additional $50 million.


GENESIS HEALTH: Assumes Leases for Three Maryland Facilities
------------------------------------------------------------
At the behest of Genesis Health Ventures, Inc. & The Multicare
Companies, the Court authorized the GHV Debtors to assume
unexpired leases of non-residential real property, as modified
by the Master Lease, and to pay the Cure Amount with respect to
three facilites in Maryland that generate positive cash-flow and
covered by leases with desirable Purchase Options.

The three Facilities are:

   (a) the Knollwood Manor facility operated by Debtor Knollwood
       Manor, Inc., on premises leased from International Health
       Care Properties XVIII, L.P. (IHCP XVIII) which assigned
       its interest in the lease to IHCP 63;

   (b) Ansted Health Care Center operated by Debtor Genesis
       Health Ventures of West Virginia, LP, on premises leased
       from IHCP XVIII which assigned its interest in the lease
       to IHCP 63;

   (c) Hilltop Manor operated by Debtor Hilltop Health Care
       Center, Inc., on premises leased from IHCP XVIII which
       assigned its interest in the lease to International
       Health Care Properties, XXVI, LP.

The aggregate annual rent payable under the Leases is
$1,449,289.  

As of the Commencement Date, the Debtors had accrued but unpaid
amounts under the Leases due to the Landlord in the aggregate
amount of approximately $96,129.57 (the Cure Amount) arising
from real estate tax assessments.

The term of each of the Leases was originally set to expire on
June 30, 1999. However, the Lessee Debtors and the Landlords
have extended the term of the Leases to June 30, 2001.

Each of the Lessee Debtors has an option to purchase the
property subject to its respective lease at the end of the lease
term.

The term of the Purchase Options runs concurrently with the term
of the Leases and, as with the Leases, has been extended to June
30, 2001. The purchase price is based on the outstanding
principal amount of the Loan plus a specified return to the
Landlord.

In addition, there is a third component of the Purchase Option
with respect to the Hilltop property, which is a lump sum
payment of $850,000. In June 1994, GHV loaned $850,000 to IHCP
XVIII to assist in financing IHCP XVIII's purchase of the
Hilltop property.

In the event Hilltop exercises the Purchase Option, the lump sum
payment of $850,000 to the Landlords will be used to repay the
loan to GHV.

Upon analysis, the Debtors have determined that, at the end of a
three-year extension, they will have the right to purchase the
Properties for $11.87 million less the then outstanding balance
in the debt service reserve fund. The Debtors further estimate
that, at the end of such extension, the fair market value of the
Properties will be approximately $17.2 million.

IHCP XVIII's purchase of the Properties was financed by
SouthTrust Bank, f/k/a SouthTrust Bank, N.A. SouthTrust's loan
was secured by a first priority lien on the Properties. In
addition, SouthTrust obtained a first priority lien on all the
personal property located at the Properties through three
separate Assignment and Security Agreements, which were
perfected upon SouthTrust's filing of U.C.C.-l Financing
Statements.

Because SouthTrust failed to complete the necessary state filing
in West Virginia to continue the term of the Personal Property
Lien with respect to the Ansted Health Care Center and Hilltop
Manor, its Personal Property Lien with respect to these two
facilities lapsed on or about June 30, 1999.

On August 20, 1999, GHV and certainof its subsidiaries entered
into the Fourth Amended and Restated Credit Agreement (the
"Prepetition Credit Agreement) with Mellon Bank, N.A., as
administrative agent for the lenders under the Prepetition
Credit Agreement. Pursuant to the Prepetition Credit Agreement,
as security for the payment of the Borrowers' obligations, GHV
and certain of its subsidiaries granted a security interest in
their Additional Security (as defined in the Prepetition Credit
Agreement) to Mellon, as collateral agent for the Prepetition
Lenders.

Each of the Lessee Debtors is a Grantor under the Prepetition
Credit Agreement, and the Personal Property is included under
the definition of Additional Security. Consistent with the grant
of the security interest under the Prepetition Credit Agreement,
Mellon performed a lien search on all of the property of the
Grantors comprising the Additional Security.

Because SouthTrust's Personal Property Lien with respect to the
Ansted Health Care Center and Hilltop Manor had lapsed, no liens
were found to exist against the portion of the Personal Property
relating to such facilities. The Prepetition Lenders, therefore,
obtained a first priority lien on the Personal Property relating
to the Ansted Health Care Center and Hilltop Manor The Debtors'
assumption of the Leases is conditioned on modifications as
follows:

   (1) The Leases will be consolidated and all of the Properties
       will be subject to a single Master Lease acceptable to
       SouthTrust, the Lessee Debtors, and the Landlords.

   (2) The Landlords will form a new company, which will become
       the new landlord under the Master Lease. The tenant under
       the Master Lease will be GHV of West Virginia, which will
       continue to operate the Ansted Health Care Center. GHV of
       West Virginia will sublease Knollwood Manor to Knollwood
       and Hilltop Manor to Hilltop.

   (3) The New Landlord will refinance the existing outstanding
       debt secured by the Properties. The refinancing amount
       will be reduced by the amount of any debt service
       reserves currently held by SouthTrust, and increased by
       the amount of closing costs and a SouthTrust-controlled
       capital expenditure fund designated for use by Knollwood
       to improve Knollwood Manor. It is estimated that the
       refinance amount will be approximately $8,550,000. All
       cash collateral used to secure the new loan will be the
       property of the New Landlord.

   (4) The aggregate annual rent under the Master Lease will be
       $1,264,000, an annual savings of $90,000.

   (5) The term of the Master Lease, which will match the term
       of the refinancing, will be three years, beginning on the
       date of the closing of the refinancing.

   (6) At the end of the Master Lease term, the Debtors will
       have the option to purchase the Properties (the "New
       Purchase Option") on a consolidated basis only.

   (7) GHV will enter into a Guaranty of Lease Agreement with
       the New Landlord, guarantying GHV of West Virginia's    
       obligations under the Master Lease.

The Debtors believe that the assumption of the Leases, as
modified, is a valid exercise of their business judgment and is
in the best interests of the Debtors.

Moreover, the entry into the Guaranty is necessary. Absent the
Guaranty, the Landlord will not enter into the Master Lease and
New Purchase Option with the Debtors. (Genesis/Multicare
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


GOLD STANDARD: Fails to Meet Nasdaq Equity Requirements
-------------------------------------------------------
Gold Standard, Inc. (Nasdaq: GSTD) received a Nasdaq Staff
Determination indicating that the Company fails to comply with
the net tangible assets and shareholders' equity requirements
for continued listing on The Nasdaq SmallCap Market under
Marketplace Rule 4310(c)(2)(B), and that its securities are,
therefore, subject to delisting from The Nasdaq SmallCap
Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
Company is currently pursuing some alternatives to increase its
net tangible assets and shareholders' equity.

However, there is no assurance that these efforts will be
successful, or that the Company will be able to accomplish these
objectives prior to the hearing. There can be no assurance the
Panel will grant the Company's request for continued listing.
The Company continues to be listed on the Pacific Stock Exchange
under the symbol "GAU".

Gold Standard finds, develops, and then sells gold-producing
properties. The exploration company owns mineral rights to mine
gold and other precious metals in Brazil and is also engaged in
gold exploration in the US.

Subsidiary Gold Standard Minas conducts its exploration
operations on the company's 1.5 million-acre claim in Brazil.
Gold Standard also holds the mineral and exploration rights to
property located in the Dugway region west of Salt Lake City,
Utah. The company discontinued its exploration activities in
Paraguay and Uruguay in 1999.


GST TELECOM: In Talks with Committees About Liquidation Plan
------------------------------------------------------------
GST Telecom Inc., et. al., seeks n extension of its exclusive
periods within which to file and solicit acceptances of a plan
or plans of reorganization.  A hearing on the motion will be
held before the Honorable Gregory M. Sleet in Courtroom 4A, US
District Court, Wilmington, DE on September 5, 2001 at 10:00 AM.

The debtors seek to further extend the period for approximately
60 days.  The debtors' exclusive periods to file and solicit
acceptances of the plan will be extended through and including
October 15, 2001 and December 13, 2001 respectively.

The debtors assert that their 44 jointly-administered cases are
both large and complex.  In order to consummate the sale with
Time Warner Telecom Inc. the debtors had to convey, assign, and
transfer substantially all of their assets and properties.  

The debtors are actively seeking to sell the remaining assets.  

The debtors are currently in the process of analyzing and
objecting to claims and bring preference actions and related
causes of actions, each of which have a substantial effect on a
plan.  To date, the debtors have brought several such actions
and are prepared to bring more such actions in the near future.  

The debtors are also in the process of extensive negotiations
with the Creditors' Committee and the unofficial committee of
secured bondholders as to a form of consensual plan of
liquidation.  These negotiations have been complex and time
consuming.  If successful, the debtors expect to submit a
consensual plan.

Attorneys for the debtors are Neil B. Glassman and Steven M.
Yoder of The Bayard Firm, Wilmington, DE and David S. Heller,
Richard A. Levy and Josef S. Athanas, of Latham & Watkins,
Chicago, Illinois.


HELIOS HEALTH: HealthCare Integrated Services Acquires Assets
-------------------------------------------------------------
HealthCare Integrated Services, Inc. (AMEX: HII) announced that
Helios Ventures, Inc., a joint venture owned 40% by HealthCare
Integrated Services, Inc., 40% by MedicalEdge Technologies, Inc.
and 20% by IntelliCom International, Ltd., has purchased the
assets of Helios Health, Inc. in a proceeding before the U.S.
Bankruptcy Court in Atlanta, Georgia.

Prior to its bankruptcy, Helios Health had operated the largest
network of healthcare-focused kiosks in the U.S. with nearly
1,400 "e-Station" kiosks with Internet based interactive
education stations in the waiting rooms of doctors' offices.

The e-Station kiosks are used by patients to research general
medical information, specific disease states and treatment
options as well as to print coupons for pharmaceutical and
health-related products.

As part of the assets purchased, Helios Ventures has acquired
the Helios Health network together with Helios Health's website
at http://www.helioshealth.com

It is expected that a major portion of Helios Ventures' revenues
will be derived from pharmaceutical sponsorships.

Elliott H. Vernon, Esq., Chairman and Chief Executive Officer of
HII, said, "Helios Health was the first company to build a
nationwide network of kiosks that provides healthcare
information. We believe that the network will have an impact on
serving the direct-to-consumer advertising needs of
pharmaceutical and other healthcare-focused companies."

Mr. Vernon continued, "To date, Helios Ventures has received
over 900 unsolicited requests from doctors for new kiosks. Over
the next several months, we plan to utilize Helios Ventures as a
platform for introducing a range of new products and services,
including the expansion of HII's clinical trials program. These
new products and services will also provide a vehicle for
patients, health care providers and pharmaceutical companies to
use Internet technology to enhance the quality of treatment at
the point-of-care."

HealthCare Integrated Services, Inc. is a multi-disciplinary
provider of healthcare services, currently specializing in
diagnostic imaging, physician management and consulting
services, and clinical research trials.

The Company presently operates seven diagnostic imaging
facilities located in Edgewater, Ocean Township, Bloomfield,
Voorhees (two facilities), Northfield and Jersey City, New
Jersey and provides management, consulting and clinical research
services to several physician practices in New Jersey.

The Company also manages, through a joint venture, the largest
network of radiology facilities in New Jersey, presently
consisting of 85 facilities. Through this joint venture, the
Company provides services to 18 of the largest automobile
insurance carriers in New Jersey including: Allstate
Insurance Company, Palisades Safety and Insurance Association,
National General Insurance Company, Metropolitan, National
Continental Progressive Insurance Company and Highlands
Insurance Group.

The Company, through its Clinical Research Trials Division,
arranges and coordinates clinical research trials for
pharmaceutical companies and, to date, has arranged clinical
trials for several leading pharmaceutical companies, including
Asta Medica, Abbott Labs, Merck, Ortho-McNeil, Glaxo Smith
Klein, Bayer, Bristol Meyers Squibb, American Biosystems, Inc,
Pfizer, Astra Zenica and Takeda Pharmaceuticals.

In addition, the Company launched a medical web site,
CliniCure.com, to provide web-based outreach for clinical
research trials by physicians, universities, hospitals, and
pharmaceutical companies. The Company's acquisition, by joint
venture, of the assets of Helios Health enables the Company to
further expand its e-commerce operations and the leveraging of
its relationships with the physicians for whom it provides
management and consulting services and their patients.

In conjunction with the expansion of its e-commerce operations,
the Company announced on October 3, 2000 that it has executed a
letter of intent with respect to its acquisition, by way of
reverse merger, by MedicalEdge, an acute care/physician services
e-commerce healthcare company.

This merger, when completed, will reorient part of the focus of
the Company to the provision of healthcare and related services
through the Internet and will provide for the sale or
disposition of all or a portion of the Company's diagnostic
imaging business. MedicalEdge is currently an indirect
subsidiary of International Commerce Exchange Systems, Inc., a
"Silicon Alley" based Internet services and technology holding
company.

The Company is currently finalizing the terms of the merger
agreement with MedicalEdge which provides that the number of
shares of common stock of the Company to be issued to the
MedicalEdge shareholders will equal, in the aggregate, 67% of
the issued and outstanding common stock of the Company
immediately after the merger.

Among other things, the merger is subject to the approval of the
Company's stockholders.

For the six months ended June 30, 2001, the Company reported net
income of $398,000 on revenues of $8.5 million, as compared to a
net loss of $217,000 on revenues of $9.8 million for the similar
period in fiscal 2000. During each of the six-month periods in
2001 and 2000, the Company recorded dividends to preferred
stockholders of $494,000 and $496,000, respectively, resulting
in net losses applicable to common stockholders of $96,000, or
$0.07 per share, in 2001, and $713,000, or $0.63 per share, in
2000.

For the three months ended June 30, 2001, the Company reported a
net loss of $3,000 on revenues of $4.5 million, including a
write-down of $170,000 in its investment in Atlantic Imaging
Group, Inc., as compared to net income of $98,000 on revenues of
$4.8 million (which includes net earnings from joint ventures
and AIG of $117,000) for the similar period in 2000.

Excluding the effect of AIG and joint ventures, the Company
reported net income of $167,000 for the three months ended June
30, 2001 as compared to a net loss of $19,000 in fiscal 2000.
The Company also recorded dividends to preferred stockholders of
$248,000 in each of the quarters ended June 30, 2001 and 2000,
resulting in net losses applicable to common stockholders of
$251,000, or $0.18 per share, in 2001, and $150,000, or $0.13
per share, in 2000.


HOLLINGER PARTICIPATION: S&P Airs Concerns on CanWest Notes
-----------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to Hollinger
Participation Trust's US$350 million 12.125% senior notes due  
2010.

The Hollinger Participation Trust was formed by Hollinger
International Inc. (Hollinger) for the single purpose of
acquiring a participation interest in the 12.125% fixed-rate
subordinated debentures (underlying notes) due 2010 issued by
CanWest Media Inc.'s (BB-/Negative/--) immediate holding
company, 3815668 Canada Inc.

The Hollinger Participation Trust is precluded from issuing any
securities other than the participation notes and cannot hold
assets other than its interest in the underlying notes. The
outlook, which reflects that of CanWest Media, is negative.

At the same time, Standard & Poor's affirmed the ratings on
Hollinger Inc. and its subsidiaries, including the double-'B'
corporate credit rating. The outlook is negative.

The rating assigned to the participation notes reflects the
credit quality of the underlying notes, which are subordinated
to CanWest Media's existing CDN$2.8 billion senior secured bank
facility (rated double-'B'-minus) and US$425 million senior
subordinated notes (rated single-'B').

Any rating action that affects CanWest Media, and by extension
the underlying notes, will result in a similar rating action for
the participation notes. The rating, to some extent, also
reflects the overall credit quality of Hollinger as long as the
company holds the underlying notes.

A significant deterioration in Hollinger's credit rating could
result in a rating action for the participation notes.

The CDN$766.8 million underlying notes were issued by CanWest
Media's immediate holding company in November 2000, as part of
the consideration paid to Hollinger for the acquisition of the
majority of Hollinger's Canadian publishing assets.

The underlying notes are secured by a subordinated second lien
on CanWest Media's shares and are guaranteed by CanWest Global
Communications Corp., CanWest Media's ultimate parent company,
as long as Hollinger holds the underlying notes. The CanWest
Global guarantee is not a key rating consideration, because the
majority of its assets are held by CanWest Media.

The indenture for the underlying notes prohibits Hollinger from
selling or transferring them prior to May 15, 2003.

Interest on the underlying notes in the first five years can be
paid either in cash, in additional underlying debentures, or in
nonvoting shares of CanWest Global Communications. After the
first five years, the interest will be payable in cash.

Liquidity at CanWest Media's immediate holding company is
derived solely from CanWest Media and its subsidiaries, which do
not provide any upstream guarantees to the underlying notes.

The participation notes have terms that are similar to that of
the underlying notes. Key differences include the U.S. dollar
denomination of the participation notes compared with the
Canadian dollar denomination of the underlying notes, and the
fact that the interest due on the participation notes can be
satisfied either in cash or in additional participation notes.

A foreign exchange swap agreement between Hollinger and the
Hollinger Participation Trust shifts the foreign exchange risk
to Hollinger from the holders of the participation notes. If
interest due on the underlying notes is satisfied by CanWest
Global shares, then Hollinger would keep the shares and provide
investors with either additional participation notes backed by a
participation interest in additional underlying debentures, or
if Hollinger does not hold enough underlying debebentures, the
cash equivalent.

Hollinger is required to hold at least US$50 million of
underlying debentures, in addition to those that would be
subject to the participation interest. Hollinger received the
legal opinion that the issue of the participation notes does not
violate the transfer restriction on the underlying notes, nor
does it impair the validity of the CanWest Global guarantee.

The ratings on CanWest Media reflect its strong Canadian market
position; its diversified mix of newspaper publishing and
television broadcasting assets, which help to stabilize revenue
and cash flow over the advertising revenue and newsprint cost
cycles; and a favourable regulatory environment that limits
foreign competition and ownership.

These factors are offset by the company's significant debt
levels, incurred primarily as a result of its largely debt-
financed acquisition of the majority of Hollinger's Canadian
publishing assets in November 2000.

The ratings on Hollinger are based on a consolidated analysis of
the Hollinger group of companies (including the parent company,
Hollinger Inc.) and reflect Hollinger's strong business
positions in both of its key geographic markets, the U.K. and
the Chicago, Ill., region; the inherent cyclicality of newspaper
industry fundamentals, such as advertising revenues and
newsprint prices; and operating and financial performance that
weakened in the past two years, largely resulting from the
losses associated with the launch of its Canadian metropolitan
daily newspaper, the National Post.

Outlook: Negative

The outlook for the Hollinger Participation Trust is consistent
with the outlook of CanWest Media. In particular, the outlook
recognizes the operating challenges faced by CanWest Media while
integrating its acquired publishing assets. In order to maintain
its ratings, Standard & Poor's expects CanWest Media to meet its
financial projections and to achieve minimum cash EBITDA
interest cover of 2.0 times and a total debt (including
underlying notes) to EBITDA ratio not exceeding 6.0x for fiscal
2001.


IMPOWER: Counsel Corporation Writes-Off Entire Equity Investment
----------------------------------------------------------------
Counsel Corporation (Nasdaq:CXSN)(TSE:CXS.) reported its
financial results for the second quarter of 2001 last week -- a
US$21.5 million loss on US$24.8 million of revenues.  Counsel
Corporation confirmed that, following the August 3, 2001,
chapter 11 filing by its Impower subsidiary, Counsel has written
off its equity investment in Impower in its entirety in the
period ended June 30, 2001.


KOMAG, INCORPORATED: Files for Chapter 11 Protection
----------------------------------------------------
Komag, Incorporated (Nasdaq: KMAG), the largest independent
producer of media for disk drives, today announced that it has
filed a voluntary petition for reorganization under chapter 11
of the U.S. Bankruptcy Code. The company expects to continue
operations during the chapter 11 process. Prior to the filing,
the company reached agreement in principal with its senior bank
debt holders on a plan of reorganization that will be filed
shortly. The plan includes a commitment by the senior lenders to
provide a liquidity facility to bolster the company's working
capital thus ensuring the company's ability to meet its
financial commitments after the bankruptcy filing. By entering
into a chapter 11 case, the company will have a centralized
forum for negotiations with its other creditor constituencies
and, ultimately, the authority of the court to confirm a plan of
reorganization that will restructure the company's debt.

"The company intends, with the support of the senior lenders, to
continue operations without interruption during the
restructuring process" stated T.H. Tan, Komag's chief executive
officer. "Komag Material Technology, Inc. in Santa Rosa,
California and Komag USA (Malaysia), Sdn., with operations in
Penang and Sarawak Malaysia, are not parties to the chapter 11
filing. As a result, the company anticipates that the operations
of these and other subsidiaries will not be impacted. These
subsidiaries will carry on their business and continue to make
scheduled payments to their suppliers as before the bankruptcy
filing date."

Mr. Tan continued, "The company has operated for several years
with a heavy debt burden, including approximately $202 million
of senior bank debt and $230 million in notes assumed as a
result of its merger with HMT Technology Corporation in October
2000. To fully exploit the inherent value in the company's
operations and return to profitability, the company must reduce
its indebtedness to a more manageable level through a
restructuring of its balance sheet. Over the past year, in
addition to implementing a number of successful initiatives to
reorganize the company's operations to increase margins and
improve efficiency, company management has sought to accomplish
a financial restructuring through consensual arrangements
outside of court. At this time, however, we have determined that
-- despite the ongoing success of our operational reorganization
-- it is clear that the protections of the Bankruptcy Code are
necessary to achieve and implement an effective financial
restructuring. We believe the plan that will be filed fairly
allocates value to all stakeholders and are committed to seeking
approval for this plan as expeditiously as possible."

Founded in 1983, Komag is the world's largest independent
supplier of thin-film disks, the primary high-capacity storage
medium for digital data in computers and consumer appliances.
Komag's advanced development capability and high-volume, low-
cost manufacturing expertise provides high quality, leading-edge
disk products at a low overall cost to its customers. These
attributes enable Komag to partner with customers in the
execution of their time-to-market design and time-to-volume
manufacturing strategies. Supplementing its core disk business,
Komag has launched a diversification program that will leverage
the company's knowledge of magnetic recording and its ultra-high
precision manufacturing capabilities.


LAROCHE INDUSTRIES: Seeks Settlement & Compromise with US Steel
---------------------------------------------------------------
LaRoche Industries Inc. and LaRoche Fortier Inc. seek entry of
an order authorizing and approving settlement and compromise
with US Steel LLC and the debtors seek approval of remediation
allocation among LaRoche, USS and Viad Corp relating to
agrichemicals facilities including property located in
Greensboro, North Carolina, Davenport, Florida and Memphis,
Tennessee that US Steel purchased from Viad, which in turn was
purchased by LaRoche.  

US Steel retained liability under environmental laws including
claims regarding pesticides or other toxic substances and
Laroche assumed certain pension obligations.

The debtors state that the motion settles certain environmental
issues which will enable the debtors to confirm their plan of
reorganization.  A hearing on confirmation of the debtors' plan
is scheduled for August 23, 2001, the same date that the debtors
request a hearing for the settlement motion.

All Shared Costs as defined in the Settlement agreement are
allocated among LaRoche - 15%, US Steel - 20% and Viad - 65%.

The debtors claim that damages claimed by US Steel exceed $9
million, and that under any risk/reward analysis, LaRoche's
commitment under the Settlement Agreement will represent only a
very small percentage of that overall alleged damage claim.  

The cost allocation for remediation results is approximately 4%
share for LaRoche and US Steel and Viad will split the remaining
96% of the remediation costs.

Co-counsel for the debtors are Alston Bird LLP, Atlanta, Georgia
and Young Conaway Stargatt & Taylor LLP, Wilmington, DE.


LOEWEN GROUP: Court Allows Long and Folk to Sell Assets in Ohio
---------------------------------------------------------------
In continuance of the Disposition Program, and pursuant to
Sections 363 and 365 of the Bankruptcy Code, Selling Debtor Long
and Folk Funeral Home, Inc., together with LGII sought and
obtained the Court's approval for Long and Folk:

   (A) to sell funeral home businesses and related assets at two  
       sale locations in Ohio to Bayliff & Eley Funeral Home,
       Inc. (Initial Bidder) at a purchase price of $700,000
       free and clear of all liens, claims, encumbrances and
       other interests;

   (B) to assume and assign 6 executory contracts and unexpired
       leases relating to the businesses - specifically, 1
       Program Agreement, 2 Noncompetition Agreements, 1  
       Employment Agreement and 1 Apartment Lease.

The Sale Locations are:

   (1) Long and Folk Funeral Home (2827)
       314 West High Street
       Saint Marys, Ohio 45885

   (2) Long and Folk Funeral Home (2827A)
       13 South Blackhoof Street
       Wapakoneta, Ohio 45895

Any liens, claims, encumbrances and other interests asserted in
or against the sale Locations will attach to the net proceeds of
the proposed sale of the Sale Locations with the same validity
and priority as they attached to the sale locations.

Before the hearing and approval, the transaction was subject to
competing bid exceeding $721,000 i.e. 3% above the Purchase
Price.

In accordance with the Net Asset Sale Proceeds Procedures, the
Debtors will use the proceeds generated to repay any outstanding
balances under the Replacement DIP Facility and deposit the net
proceeds into an account maintained by LGII at First Union
National Bank for investment, pending ultimate distribution on
court order.

Neweol would sell and the Initial Bidder would purchase certain
accounts receivable related to the Sale Locations, pursuant to a
purchase agreement between Neweol and the Initial Bidder. The
amount of the Neweol Allocation will be determined immediately
prior to closing in the manner set forth in the Neweol Purchase
Agreement and will be paid to Neweol at closing. Thus, the
Neweol Allocation will not be utilized or deposited in the
manner contemplated by the Net Asset Proceeds Procedures.
(Loewen Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LOEWEN GROUP: Gets Nod to Sell Interests in 29 Michigan Cemetery
----------------------------------------------------------------
The Loewen Group received court approval for the sale of its
interests in relation to 29 cemeteries in the State of Michigan
for $23.4 million, plus other consideration.

The transaction, which was first entered into on August 1, 2001
subject to the approval of the United States Bankruptcy Court
for the District of Delaware, is now expected to close within
the next 30 days.

John Lacey, Chairman of The Loewen Group, said: "We are
delighted to receive the court's approval for the sale of our
interests relating to the Michigan cemeteries. This transaction
is an important part of our efforts to simplify the Company's
structure while improving its balance sheet as we work toward
emergence from Chapter 11 protection, which is targeted for
later this year.

"The payment we'll receive from the sale will further enhance an
already significantly improved financial position, with our cash
balances standing at $220.4 million at the end of the second
quarter of 2001."

On Monday, August 20, 2001, The Loewen Group issued a press
release in which it stated that all objections to its Third
Amended Plan of Reorganization were resolved or overruled
subject to certain modifications at a hearing of the U.S.
Bankruptcy Court for the District of Delaware held last week.

By way of clarification, the Company advises that the hearing,
and its outcome, related to the Disclosure Statement associated
with the Plan of Reorganization, not the Plan itself. The court
has scheduled September 4, 2001 to review and approve the
requested modifications to the Disclosure Statement.

The Company anticipates that approval of the Plan of
Reorganization will proceed according to a schedule submitted to
the court at last week's hearing.

The schedule contemplates creditor voting on the Plan beginning
in mid-September and a confirmation hearing to be held on
November 27-29.

Objections to the Plan, if any, will be addressed at the
November hearing.

Based in Toronto, The Loewen Group Inc. currently owns or
operates approximately 970 funeral homes and 350 cemeteries
across the United States, Canada and the United Kingdom.

The Company employs approximately 11,000 people and derives
approximately 90 percent of its revenue from its U.S.
operations.


LUCENT TECHNOLOGIES: Upbeat About Future Revenues & Earnings
------------------------------------------------------------
At its analyst session, Lucent Technologies (NYSE: LU) reviewed
the changes underway in the service provider market and how the
company's strategy and Phase II business restructuring program
align Lucent with the most attractive opportunities that are
available.

As mentioned previously, Lucent is focusing its efforts on the
world's largest service providers, a strategy that generated a
strong revenue performance in a very difficult market in the
third fiscal quarter of 2001.

Lucent provided details on how service providers are
consolidating, aligning themselves around wireline and mobility
opportunities and expanding globally. The company discussed how
its new business model is strategically aligned with these
market dynamics.

               Outlook for Fiscal Year 2002(1)

Lucent also said that, for fiscal year 2002, it believes the
company's addressable market will remain roughly flat. Lucent
expects to return to profitability a quarter ahead of when it
achieves positive operating cash flow in fiscal year 2002.

In addition, Lucent said that the quarterly break-even revenue
number for fiscal year 2002 would be approximately $4.75
billion. Lucent expects this level to improve modestly, over
time, as the remaining portion of the company's restructuring
actions is implemented.

The company also reaffirmed its previously stated guidance for
the fourth fiscal quarter of 2001 in which it expects to deliver
sequential improvement in the bottom line, but due to market
uncertainties, the company is no longer providing guidance for
the top line.

            Financial Targets for Fiscal Year 2003

Lucent also provided details on its financial targets for fiscal
year 2003.

Specifically, given reasonable market conditions, Lucent expects
to achieve the following:

    -- Revenue growth of 10 to 12 percent per year;
    -- Gross margins of 35 percent;
    -- R&D spending at 12 percent of revenues;
    -- Marketing and Sales spending at 9 percent of revenues;
       and
    -- General and administrative spending at 4 percent of
       revenues.

While the company's goal is to perform at these industry-leading
levels, the exact timing as to when these levels will be
achieved in fiscal year 2003 will depend upon market conditions.

                    Product Direction

Lucent said that, as part of its restructuring efforts, it was
eliminating product redundancies and focusing its R&D investment
on the most important growth opportunities for its key
customers.

The company said it would aggressively invest in and deliver:
optical solutions for core and metro markets; packet data
solutions (multi-service core, edge and access; circuit and
packet voice solutions); second-generation and third-generation
wireless solutions; and the software and services to support all
of these solutions.

              Vendor Financing Process Improvements

Lucent also discussed the continuing improvements it is making
to its approach to vendor financing. Specifically, the company
has implemented more frequent monitoring of the credit quality
of its customers and has been taking reserves on every draw,
which is a more frequent basis than it had been using
previously.

Compared to the end of fiscal year 2000, Lucent's overall total
vendor financing exposure is down 32 percent. In addition,
because the company is now solely focused on the world's largest
service providers, Lucent's vendor financing totals will
continue to decline because these customers typically do not
request financing.

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


MESA AIR: Posts Higher Revenues for 9 Months Ended June 30
----------------------------------------------------------
In the quarter and nine months ended June 30, 2001, operating
revenues of Mesa Air Group, Inc. increased by $19.4 million
(16.1%), and $53.9 million (15.5%), respectively, as compared to
the corresponding periods in 2000.

This increase was primarily due to the increase in capacity, as
measured by available seat miles in the Mesa system. Available
seat miles increased by 18.7% and 13.4% for the quarter and
nine-month period ended June 30, 2001 over the same period in
2000, respectively. The increase in available seat miles was a
result of the number of regional jets added to the fleet, which
have additional seats and fly longer stage lengths.

Net income for the three and nine months ended June 30, 2001 was
$7,484 and $330, respectively, as compared to the same periods
of 2000 when net income was $9,379 and $41,966, respectively.         


MIDWAY AILINES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Midway Airlines Corp.
             2801 Slater Road
             Suite 200
             Morrisville, NC 27560

Debtor affiliate filing separate chapter 11 petitions:

             Midway Airlines Parts, LLC
             
Type of Business: Debtor is in the commercial passenger airline
                  business, also providing cargo and charter
                  transportation on a limited bases.

Chapter 11 Petition Date: August 13, 2001

Court: Eastern District of North Carolina

Bankruptcy Case Nos.: 01-02319 through 01-02320

Judge: Thomas Small

Debtors' Counsel: Gerald A. Jeutter, Jr., Esq.
                  Kilpatrick Stockton LLP
                  P. O. Box 300004
                  Raleigh, NC 27622
                  (919) 420-1700

Total Assets: $318,291,000

Total Debts: $231,952,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mullen L H C                  Trade Debt            $919,521
Attn: Managing Agent
140 Charlois Boulevard
PO Box 5627
Winston-Salem, NC 27113

Rockwell Collins              Trade Debt            $770,180
Attn: Managing Agent
Dept. 0875
PO Box 120001
Dallas, TX 75312-0875

Bombardier Aerospace          Trade Debt            $719,638
Attn: Managing Agent
2400 Aviation Way
Bridgeport, WV 26330

Sky Chefs                     Trade Debt            $478,160
Attn: Managing Agent
PO Box 80395
Raleigh, NC 27623

Flight Safety Boeing Tra      Trade Debt            $425,575
Attn: Managing Agent
PO Box 75221
Charlotte, NC 28275-0221

CFM International             Trade Debt            $304,983
Attn: Managing Agent
PO Box 75086
Chicago, IL 60675

Dell Receivables L.P.         Trade Debt            $226,512

KGD Systems                   Trade Debt            $166,657

Fokker Services               Trade Debt            $158,073

Flight Safety Int'l.          Trade Debt            $150,000

J W G Associates, Inc.        Trade Debt            $132,264

GE Aircraft Engineering       Trade Debt            $121,037

Weber Aircraft, Inc.          Trade Debt            $113,957

Driessen Aircraft Inter.      Trade Debt            $112,561

Better Business Forms         Trade Debt            $98,080

PPG Industries, Inc.          Trade Debt            $92,400

Denver Int'l. Airport         Trade Debt            $79,213

Douglas Interior Prod.        Trade Debt            $78,494

Worldwide Flight Service      Trade Debt            $73,626

La Quinatana Inn & Suites-CA  Trade Debt            $72,590


MIDWAY AIRLINES: Wexford Extends $15 Million DIP Facility
---------------------------------------------------------
Midway Airlines has secured a debtor-in-possession financing
worth $15 million, to be sourced from Wexford Management, a
Connecticut venture-capital fund.

The money will be used to fund the company's operations and
partly to pay back wages of around 700 laid-off employees.

On August 13, 2001, Midway Airlines along with its subsidiary
Midway Parts, filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the Eastern District
of North Carolina. The Company is currently operating its
business as Debtors-in-Possession under the U.S. Bankruptcy
Code.

Here's a summary of the principal terms of the proposed DIP
Financing:

    a) Amount:       Up to $15 million;

    b) Term:         From Date of entry of Interim Order -
                     August 24, 2002;

    c) Interest:     Prime plus 2% per annum, payable monthly;

    d) Default Rate: Interest Rate + 2% per annum; and

    e) Prepayment:   Allowed without penalty, in whole or in
                     part, in minimum $1 million increments.


NATIONAL RECORD: Consents to Involuntary Chapter 11 Petition
------------------------------------------------------------
On August 15, 2001, National Record Mart, Inc. consented to the
entry of an Order For Relief under Chapter 11 of the Bankruptcy
Code. As a debtor-in-possession, National Record Mart will
continue to operate its chain of 125 retail stores. National
Record Mart was authorized by the Bankruptcy Court to pay the
pre-petition claims of its employees, honor its gift
certificates, and accept returns from customers. In its Chapter
11 case, National Record Mart anticipates that it will
restructure its debt obligations, or pursue other opportunities
to maintain the going concern value of its operations.


NATIONAL RECORD: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: National Record Mart, Inc.
                507 Forest Avenue
                Carnegie, PA 15106-2873
                
Involuntary Petition Date: August 15, 2000

Case Number: 01-26462       

Chapter 7 Case Changed to Chapter 11

Court: Western District of Pennsylvania (Pittsburgh)       

Judge: M. Bruce McCullough

Debtor's Counsel: Campbell & Levine, LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  412-261-0310


NIKE: Files Shelf Registration Covering $500M in Debt Securities
----------------------------------------------------------------
Nike's net income increased 1.8% over fiscal 2000, from $579.1
million to $589.7 million. Although consolidated revenues
increased 5.5% over fiscal 2000, income before income taxes was
essentially flat as pretax profit margins decreased due to a
lower gross margin percentage, higher interest expense, and
increased other operating expenses, partially offset by lower
selling and administrative expenses as a percent of revenue.

Despite flat income before income taxes, net income increased
due to a lower effective tax rate. Diluted earnings per share
increased 4.3%, from $2.07 to $2.16. The percentage increase in
earnings per share was higher than that of net income primarily
due to share repurchases in fiscal years 2000 and 2001.

Nike brand revenues in the United States region increased 1.8%
as compared to fiscal 2000, while Nike brand revenues in
international regions increased 9.8%. Had the U.S. dollar
remained constant with the prior year, these international
revenues would have increased 18.6%, and consolidated revenues
would have advanced 9.3%.

In the United States region, the Company's largest market
segment, the 1.8% increase in revenues reflected a 9.2% increase
in apparel sales and a 54.4% increase in equipment sales, offset
by a 4.2% decrease in footwear sales. The increases in apparel
and equipment reflected stronger demand for in-line products.
The increase in the equipment product line reflected increases
in a variety of sports equipment categories, including golf,
football, and baseball products as well as socks, bags and
eyewear.

The decrease in footwear reflected lower demand, particularly in
the mid-range price segment, and supply chain disruptions
resulting from the implementation of a new global demand and
supply planning system. The supply chain disruptions resulted in
product excesses as well as product shortages and late
deliveries in the second half of the fiscal year.

In fiscal 2001, Nike brand revenues from its international
regions continued to grow, both as a percentage of total Company
revenues and in total dollars as compared to fiscal 2000. These
revenues represented 44.6% of total Company revenues as compared
to 42.9% in fiscal 2000.

Revenues from its international regions were $4.2 billion as
compared to $3.9 billion in fiscal 2000. Revenues in Europe,
Middle East, and Africa (EMEA) regions increased for the seventh
consecutive year. Fiscal 2001 revenues in EMEA increased over
fiscal 2000 by 7.4% to $2,584.8 million, a 19.3% increase in
constant dollars. In its Asia Pacific region, revenues grew
16.2%, a 20.8% increase in constant dollars. The Americas region
grew revenues 9.1%, an 11.4% increase.  In fiscal 2001, revenue
from other brands increased 7.2% to $435.9 million.

Worldwide futures and advance orders for Nike brand athletic
footwear and apparel scheduled for delivery from June through
November 2001 were 3% higher than such orders booked in the
comparable period of fiscal 2000.

The percentage growth in these orders is not necessarily
indicative of Company expectation of revenue growth in
subsequent periods. This is because the mix of orders can shift
between advance/futures and at-once orders. In addition,
exchange rate fluctuations as well as differing levels of order
cancellations can cause differences in the comparisons between
future orders and actual revenues.  

Finally, a significant portion of Company revenues are not
derived from futures orders, including those from Nike's
equipment product line, U.S. licensed team apparel product line,
retail operations, and other brands, including Bauer Nike Hockey
and Cole Haan.

Nike has filed a shelf registration with the Securities and
Exchange Commission (SEC) under which $500.0 million in debt
securities are available to be issued.

Nike's long-term debt rating is A2 and A by Moody's Investor
Service and Standard and Poor's Corporation, respectively.


PACIFIC GAS: Judge Says Committee Commodity Trading Goes Too Far
----------------------------------------------------------------
Contrary to the United States Trustee's suggestion, Judge
Montali finds that Pacific Gas and Electric Company's
Committee's Motion to allow trading in energy commodities is
justiciable.  

"If the bankruptcy courts could only bind parties who were
active litigants, and could only decide matters that were
actively litigated, much of their regular business would not get
done," Judge Montali remarks.  "A 'case' under the Constitution
need not be defined so narrowly as to exclude most of what
comprises a bankruptcy case."  The Court believes such an
outcome is both unworkable and unnecessary.

The court rejects, without further discussion, San Francisco's
argument that the Committee lacks standing for the same reasons
it rejects the other nonjusticiability arguments. In addition,
the court rejects the Committee's argument that non-appeal of
Securities Order by San Francisco and the UST preclude them from
challenging the Commodities Order. The court bifurcated the
Motion and treats the issues as distinct.

The Court finds that it must address the merits and answer the
question presented by the motion: may a Committee Member be
immunized in advance from "violating its fiduciary duties as a
Committee member" under Section 1102 and 1103, and may a
Member's claims be protected against "possible disallowance,
subordination, or other adverse treatment" as long as the Member
or its Trading Entities comply with the Ethical Wall Procedures?

However, although the proposed Commodities Order is nearly
identical to the previously-issued Securities Order, including
the Ethical Wall Procedures, the Court will not approve it for
several reasons.

First, there is a fundamental difference between trading in
securities issued by PG&E or its affiliates and engaging in
commodities trading at the same time PG&E does so as part of its
fundamental business.

Securities abuse primarily tends to harm the parties who trade
in the securities, and only secondarily the issuers such as
PG&E.

Typically a debt instrument represents the issuer's obligation
to pay the fixed amount stated, whether or not it has been
purchased or sold above par or at a discount, or with or without
improperly obtained information. Similarly, an equity interest
provides no greater or lesser ownership of the enterprise based
upon the amount paid for it or information used to purchase or
sell it.

Even subordination of a debt or equity interest as a punitive
measure for the holder's mischief mainly benefits the members of
the class to which it is subordinated; the impact on the issuer
is little or none.

In contrast, trading in commodities such as, electricity or gas,
or their financial derivatives, could directly affect the price
at which PG&E purchases those commodities or could enhance the
trader's competitive position over PG&E. The potentially adverse
impact on PG&E is likely to be direct and immediate.

Second, the markets for securities and commodities are
different.

The wholesale market for electricity has been called
"dysfunctional" and electricity prices have been very volatile.
As San Francisco points out those prices have reached levels
that are several times higher than they have been historically.
This can create enormous incentives to misuse confidential
information to make large profits (or avoid large losses) and
ethical walls can crumble under such pressure.

Third, the Committee has cited no authorities supporting the
Motion in the commodities context. The Court also notes a sharp
contrast between this case and another case, In re Criimi Mae,
in which the members of an official committee were afforded some
protection from lawsuits in the form of insurance paid for by
the estate.  

In that case, members had legitimate fears about nuisance suits
and the legal fees necessary to defend them and as a matter of
fact three of the seven members had already resigned, three more
would resign or consider resigning and there was no evidence
that anyone could replace those members.

The bankruptcy court found that the committee was beneficial to
the estate and could not function without the requested,
insurance, and that insurance was limited to $2 million of
coverage at reasonable cost to the estate.

Here, after the present Committee has been constituted and
functioning for over three months, it has presented evidence no
more serious or threatening than that five of its eleven members
would "consider" resigning.

Faced with that somewhat veiled threat the UST states that she
has seventy five prospective creditors available to replace any
Members who resign or are removed from the Committee. Moreover,
here the Members seek unlimited protection (admittedly for a
limited range of conduct), and there is no reason to believe
that the Committee could not function without the Members.

In short, Judge Montali finds that the Committee has shown no
threat to the reorganization requiring entry of the Commodities
Order.

Finally, there are far too many uncertainties here. Members want
a "comfort" order that insulates them as long as certain
procedures are in place, yet the corresponding benefit to PG&E
and its estate is speculative and vague at best. While the
relief the Commodities Order would grant is relatively narrow in
scope, there is simply too great a risk of intimating that
Members have court authority to compete in the same business
arena as PG&E while they obtain sensitive and confidential
information as fiduciaries to the estate.

The court stresses that it is not determining that Members are
presently violating any duties to the estate or creditors by
serving on the Committee while the Trading Entities continue to
engage in commodities trading and publication. To the contrary,
the court assumes the Members have done and will continue to do
their utmost to maintain ethical walls and any other appropriate
safeguards to protect against violation of their duties, and
that such safeguards are and will continue to be effective.

The court finds that it cannot determine that such safeguards
will be sufficient in all future circumstances, nor can the
court find that maintaining the Committee's current composition
is necessary to the estate. Therefore, Members will have to
determine how to carry out their fiduciary duties. The court
cannot give the Members assurance in advance and will not enter
the Commodities Order they request. (Pacific Gas Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PILLOWTEX: Settling Disputes with Ralph Lauren  
----------------------------------------------
More than three years ago, Pillowtex Corporation entered into a
License Agreement with Ralph Lauren Home Collection Inc. (RLHC),
and Polo Ralph Lauren Corporation (PRLC).

Michael G. Wilson, Esq., at Morris, Nichols, Arsht & Tunnell,
relates that the Agreement was amended from time to time prior
to the Petition Date.  According to Mr. Wilson, the License
Agreement granted Pillowtex a non-exclusive license to use
certain trademarks of RLHC and PRLC, including the
representation of the "Polo Player Design", in the manufacture
and sale throughout the United States and Canada of certain
bedding products and related accessories specified in the
agreement.

Last March 2001, Mr. Wilson reminds the Court that the Debtors
obtained an order authoring Pillowtex to assume the License
Agreement and enter into a Letter Agreement with RLHC, PRLC and
WestPoint Stevens, Inc.  The Letter or Sale Agreement required:

    (a) PRLC to purchase an aggregate of $3,000,000 of    
        Pillowtex's inventory consisting of discontinued and
        second fashion bedding and blanket products by June 30,
        2001 at a price equal to Pillowtex's cost to
        manufacture; and

    (b) WestPoint to purchase, under certain terms and
        conditions and at a price equal to Pillowtex's cost to
        manufacture, specified amounts of:

         (i) Discontinued Inventory and
        (ii) Pillowtex's unsold current inventory of items
             purchased or manufactured (including all remaining
             raw materials) in accordance with RLHC's Spring
             2001 carryover forecasts.

However, Mr. Wilson relates, PLRC was in breach of the Sale
Agreement when it failed to timely place orders for its
$3,000,000 share of the Discontinued Inventory.  Pillowtex sent
PRLC a notice of such incident last June 21, 2001.  More than a
couple of weeks later, PRLC also sent a notice that they
consider Pillowtex in breach of the License Agreement for
selling certain licensed products to a customer that is not an
approved Ralph Lauren customer under the License Agreement.

Eventually, Pillowtex and Ralph Lauren were able to settle the
dispute with the resolutions contained in another Letter
Agreement.  The principal terms of the Letter Agreement are:

    (a) Pillowtex agrees to waive the requirement under the Sale
        Agreement that PRLC purchase $3,000,000 of the
        Discontinued Inventory.  Instead, Pillowtex will assume
        responsibility for selling off the $3,000,000 of
        Discontinued Inventory in accordance with the License
        Agreement and the Sale Agreement.

    (b) RLHC and PRLC agree to:

          (i) Waive Pillowtex's alleged breach of the License
              Agreement and any and all claims related thereto;

         (ii) Extend the sell-off period provided in section
              14.2 f the License Agreement by an additional
              three-month period for the $3,000,000 of
              Discontinued Inventory and any inventory that
              WestPoint does not purchase Under the Sale
              Agreement; and

        (iii) Work in good faith with Pillowtex to facilitate
              WestPoint's performance of its obligations under
              the Sale Agreement, including RLHC and PRLC using
              their reasonable best efforts to assist Pillowtex
              in obtaining reasonable credit terms for sales to  
              WestPoint.  In addition, should WestPoint not take
              its share of the required inventory by August 31,
              2001, Pillowtex shall have the right to sell-off,
              to approved accounts, any such remaining inventory
              in accordance with and subject to the terms of the
              License Agreement.

By this motion, Pillowtex seeks the Court's authority to enter
into the Letter Agreement to settle the disputes between the
parties regarding breaches of the Sale Agreement and License
Agreement.

Mr. Wilson notes that the Letter Agreement releases Pillowtex
from all liability or claims for its alleged breach of the
License Agreement.  If RLHC and PRLC were to succeed in
litigating a claim for breach against Pillowtex, Mr. Wilson
says, it could jeopardize Pillowtex's ability to continue
selling its Ralph Lauren inventory under the License Agreement
resulting in a substanti al loss of revenues.  

On the other hand, Mr. Wilson explains, if Pillowtex were to
litigate its claim against RLHC and PRLC, the benefits (if
successful) would likely be no more than requiring RLHC and
PRLC, to take the $3,000,000 in Discontinued Inventory since
Pillowtex's damages would be primarily a delay in selling the
$3,000,000 in Discontinued Inventory.  

Although Pillowtex's agreement to waive the requirement that
PRLC purchase $3,000,000 of the  Discontinued Inventory at cost
will result in Pillowtex receiving less revenue for some of that
inventory, any such loss will be reduced as a result of PRLC's
and RLHC's agreement to extend the sell-off period in the
License Agreement by three months for certain Ralph Lauren
inventory since Pillowtex will now have considerably more
time to sell that inventory.  

In addition, PRLC and RLHC have agreed to facilitate WestPoint's
performance of its obligations to Pillowtex under the Sale
Agreement. (Pillowtex Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PSA INC: US Virgin Islands Assets Up For Sale
---------------------------------------------
PSA Inc. and subsidiaries request an order authorizing the sale
of debtors' United States Virgin Islands operations.  

The debtors' Virgin Islands branch operates approximately 180
payphones located on the islands of St. Thomas and St. Croix.  
The operations are essentially comprised of leased office space,
the payphones, equipment, inventory, site leases, equipment
leases and three vehicles.

The debtors have entered into a Letter of intent with Mr. and
Mrs. Robert Petersen, who have managed USVI operations as
employees of debtors from June 1998 to present, for $240,000.

Due to the lack of serious bids at the June 2001 auction, the
debtors believe a private sale is appropriate under the
circumstances. If any competing bids are received debtors will
conduct an auction for the sale of the USVI operations on August
23, 2001.

A hearing on the motion will be held on August 31, 2001 at 9:00
AM, District of Delaware.

Reorganization counsel for the debtors are Brendan Linehan
Shannon of Young Conaway Stargatt & Taylor LLP, Wilmington, DE
and E. Penn Nicholson and Shannon Lowry Nagle of Powell,
Goldstein, Frazer & Murphy LLP, Atlanta, Ga.


PSINET INC.: Seeks Okay to Assume TMC Contract & Recoup Funds
-------------------------------------------------------------
PSINet, Inc. seeks the Court's approval, pursuant to 11 U.S.C.
section 365(a) and Federal Rules of Bankruptcy Procedure 2002
and 6006, to assume an executory contract between PSINet and
Telephone Management Corporation.

Pursuant to the December 8, 2000 agreement between PSINet and
TMC, TMC attempts to secure for PSINet the return of any taxes
and overpayments paid on communications and other bills and
services incurred before December 31, 2003, acting on behalf of
PSINet and its affiliates before any company or taxing agency in
the United States.

The Debtors believe that the assumption of the TMC Agreement is
in their best interests because this relationship could provide
the estates with substantial funds that otherwise might not be
recoverable. None of the Debtors possesses the specialized
knowledge or employs sufficient staff to recapture overpayments.
Therefore, outside consultants must be employed to conduct such
complex audits and secure any refunds, credits or overpayments.

TMC has twenty-six years experience in matters involving the
auditing of various telecommunications taxes and securing the
return of any taxes and overpayments paid on communications and
other bills and services. The Debtors believe no company other
than TMC offers these specific services on a contingency basis.

PSINet tells the Court that TMC ordinarily retains 50% of all
recoveries including interest but for the Debtors, TMC has
agreed it will retain 50% of the first one million dollars of
sums recovered, and 35% of all amounts thereafter. TMC would
bear its own out-of-pocket expenses, as well as compensate any
individuals or entities that work with TMC on behalf of the
Debtors.

To date, the Debtors have not compensated TMC for any services
rendered on their behalf, nor have they incurred any obligation
to do so. Mr. Eric R. Markus at Wilmer, Cutler & Pickering tells
the Court.

The contingent fee structure provides Debtors with the
opportunity to increase the resources of the estates without
incurring financial obligations that may diminish the value of
their estates, Mr. Markus represents, because TMC is paid only
if it recovers overpayments for Debtors, and paid from funds
that otherwise would not be available to Debtors.

Debtors and TMC have jointly determined that the project is a
worthwhile one, and TMC is prepared to place several  
professionals on location as soon as the Court approves the
assumption of the TMC Agreement.

In connection with the Agreement, Debtors have authorized David
Isaacson, Esq. to act as their representative in conjunction
with TMC before the appropriate taxing authorities.

TMC will compensate Mr. Isaacson pursuant to independent
arrangements between TMC and Mr. Isaacson. Because the Debtors
do not anticipate paying any fees directly to Mr. Isaacson, the
Debtors believe that Mr. Isaacson's participation does not
require approval under Section 327 of the Code. To the extent
that retention under Section 327 could be required, the Debtors
believe that this retention would be authorized pursuant to the
July 10, 2001 Final Order Authorizing Debtors to Employ
Professionals Utilized in the Ordinary Course of Business.

The Debtors believe that the assumption of the TMC Agreement
will maximize the financial resources of the estate in the
process of PSINet's reorganization of operations and sale-off of
assets. (PSINet Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SACO SMARTVISION: CIBC Refuses to Restructure $15-M Loan
--------------------------------------------------------
Saco Smartvision Inc. has not been able to reach a satisfactory
agreement with the Canadian Imperial Bank of Commerce with
respect to the restructuring of Saco's loan in the amount of
approximately $15 million.

Saco's Plan of Compromise and Arrangement, which was approved by
Saco's unsecured creditors on August 16, 2001, was conditional
upon Saco reaching a satisfactory agreement with the CIBC.  

As a result of the failure to conclude an agreement with the
CIBC, Saco cannot ask the Superior Court (Quebec) to sanction
its Plan of Compromise and Arrangement.  Therefore, the stay of
all proceedings by creditors against Saco initially granted by
the Superior Court (Quebec) in March will expire at midnight
tonight.

Fred Jalbout, Chairman, President and Chief Executive Officer of
Saco commented:  "We are deeply disappointed that the CIBC
refused our offer, which provided for the full repayment of its
loan.  Saco has made every effort to restructure, in light of
its financial difficulties.  An agreement with the CIBC was the
last step in our restructuring."  

"The CIBC's refusal of our offer is all the more disappointing
in light of the overwhelming acceptance of our Plan of
Compromise and Arrangement by our unsecured creditors and
shareholders, including the Caisse de depot et placement du
Quebec, on August 16, and the proposed investment of $5 million
in Saco," Mr. Jalbout added.

Saco's shares are listed on the Toronto Stock Exchange.


SIMON WORLDWIDE: Philip Morris & Other Clients Cancel Contracts
---------------------------------------------------------------
Simon Worldwide, Inc. (Nasdaq: SWWI) was informed by the United
States Department of Justice that it is a "victim" of the
alleged actions of one rogue employee.

According to Mark B. Devereaux, an Assistant United States
Attorney based in Jacksonville, Florida and the lead prosecutor
on this matter, the Department of Justice views Simon as a
victim of one rogue employee, that based on its investigation to
date no other Simon employees were involved in the matter and,
confirmed that Simon is not a subject or target of the Justice
Department's investigation.

Devereaux said, "We view Simon as a victim of one rogue employee
and based on our investigation to date no other Simon employee
was involved. Simon is not a subject or a target of our
investigation." Devereaux added, "What has happened to Simon and
its employees is an absolute tragedy."

Allan Brown, Simon Worldwide's Chief Executive Officer, said,
"The Justice Department's statements make it clear for all to
see that Simon, and its more than 400 hardworking employees, are
the victims of the alleged actions of one rogue employee. For
over 25 years Simon has provided our clients, including
McDonald's, the world's most successful and profitable premium
promotions. The company and its employees have worked tirelessly
on behalf of McDonald's.

Mr. Brown continued, "It is truly unfortunate that all of our
employees are now being unfairly and unnecessarily impugned as a
result of what appears to be the alleged actions of one rogue
employee. This is a disservice to Simon, our employees, our
other customers and our shareholders. As the Department
of Justice said today, this situation came about as the result
of the alleged conduct of one person -- no other employee at
Simon has been implicated in this matter."

Mr. Brown went on to add, "The suggestion that Simon betrayed
anyone is an outrageous distortion of the facts."

In a further development, Simon announced that is has retained
the international law firm of O'Melveny & Myers LLP to conduct a
review of the facts about the promotional games administered by
the company's main operating subsidiary, Simon Marketing, Inc.,
on behalf of McDonald's.

Simon also repeated the company's commitment to working closely
with the Justice Department to address the situation, which the
company learned about for the first time Tuesday.

O'Melveny & Myers is a national law firm headquartered in Los
Angeles, California. Immediately after Simon Worldwide
executives were notified on August 21, 2001 of this situation,
Simon Worldwide called former Secretary of State Warren
Christopher, a senior partner at O'Melveny, to arrange for
the law firm's involvement. O'Melveny's review will be overseen
by Ralph J. Shapira, a senior partner at the firm. The review
will be comprehensive in scope and will begin immediately,
reflecting Simon Worldwide's commitment to learning all the
facts as quickly as possible.

Simon CEO Allan Brown, said, "Upon learning of this situation
for the first time Tuesday, we made a firm commitment to getting
all the facts. To help fulfill our commitment, we worked as
quickly as possible to retain O'Melveny & Myers to conduct the
review of the situation by having a member of our Board reach
out personally to Warren Christopher, a senior partner at
O'Melveny and a man of impeccable credentials. O'Melveny's
charge is very simple: Determine the facts and get to the
truth."

Simon Worldwide also announced that Phillip Morris and other
clients have terminated their relationships with Simon
Marketing, Inc., effective immediately, as the result of
published reports and press related to this incident. CEO Allan
Brown said: "Although Phillip Morris and other clients
announced that they have terminated their relationships with
Simon, the steps we have taken to get to the bottom of this
matter demonstrates that we are doing the right thing under
these difficult circumstances."

Simon Worldwide is a diversified marketing and promotion agency
with offices throughout North America, Europe and Asia. The
company works with some of the largest and best-known brands in
the world and has been involved with some of the most successful
consumer promotional campaigns in history.

Through its wholly owned subsidiary, Simon Marketing, Inc., the
company provides promotional agency services and integrated
marketing solutions including loyalty marketing, strategic and
calendar planning, game design and execution, premium
development and production management. Simon is one of the
world's largest creators, developers and procurers of
promotional games and toys. The company was founded in 1976.


STAGE STORES: Plan Declared Effective August 24, 2001
-----------------------------------------------------
Stage Stores Inc. (OTCBB:SGEEQ) completed the steps necessary to
make effective the company's Plan of Reorganization.  
Accordingly, the company has emerged from the supervision of the
Bankruptcy Court under which it had operated since filing for
bankruptcy protection on June 1, 2000.

"Obviously, we are delighted to have completed our restructuring
in just over fourteen months," said Jim Scarborough, CEO and
president. "It has been exciting to be involved in rebuilding a
company that has had a long history of success, but it is even
more gratifying to know that in doing so, we have saved over
10,000 jobs. None of this could have happened without the
tremendous dedication of our employees and the continued support
from our business partners and valued suppliers."

In connection with its emergence, the company also announced it
has entered into two separate financing agreements. One
agreement provides up to $125 million for working capital
financing while the second agreement provides up to $200 million
for financing customer accounts receivable. "These agreements
will lower our borrowing costs and provide the company with the
capacity and flexibility it needs to execute our business plan,"
stated Mike McCreery, EVP and chief financial officer. Citigroup
acted as agent in arranging both financing agreements.

A complete copy of the plan, which had been confirmed by the
Bankruptcy Court on Aug. 8, 2001, was filed by the company with
the Securities and Exchange Commission as an Exhibit to a Form
8-K on Aug. 16, 2001. The plan sets forth the treatment for pre-
petition creditors and existing holders of the company's Common
Stock and Class B Common Stock. Under the plan, the company
generally settled pre-petition debt claims by issuing a new
class of common stock in the reorganized company to those pre-
petition creditors entitled to receive such distribution under
the plan. The plan did not provide for any distribution to the
holders of pre-petition equity interests in the company,
including holders of the company's Common Stock (OTCBB trading
symbol of SGEEQ) or to the holders of the company's Class B
Common Stock. As provided in the plan, all pre-petition equity
interests, including all shares of currently outstanding Common
Stock and Class B Common Stock, are cancelled on the Effective
Date, Aug. 24, 2001.

Stage Stores Inc. brings nationally recognized brand name
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the south
central United States. The company currently operates a total of
342 stores under the Stage, Bealls and Palais Royal names.


TELIGENT: Announces Vague $115 Million Core Asset Sale Agreement
----------------------------------------------------------------
Teligent, a provider of fixed wireless broadband communication
services to businesses, says it's entered into an agreement for
the purchase of the company's core business and related assets.

The unspecified potential acquirer is a new company established
to "further Teligent's mission of providing low cost, high
quality communications solutions for small and medium-sized
businesses."

Under the agreement, the new company will pay in excess of $115
million, subject to the completion of financing, for Teligent's
core domestic fixed wireless business and assets with the aim of
fully funding the current operations in 11 markets. The 11
markets are Boston, Chicago, Cleveland, Dallas, Hartford,
Houston, Los Angeles, New York, Philadelphia, Phoenix and
Washington, DC.

"This agreement to acquire Teligent's core business clearly
demonstrates confidence in our fixed-wireless approach to
providing the last mile communications solution," said Jim
Continenza, Teligent's COO. "We believe the new company will
have sufficient financial resources to fully serve our
customers, leveraging our local infrastructure and moving the
business forward."

Under the terms of the agreement, Mr. Continenza is expected to
assume the role of CEO of the new company. The current Teligent
senior management team will remain intact and a new Chief
Financial Officer will be named in the near future.

Teligent voluntarily filed for Chapter 11 bankruptcy protection
on May 21, 2001 and has been actively seeking investors and/or
companies interested in acquiring the company's business or
assets.

Teligent has filed with the U.S. Bankruptcy Court in New York
seeking authority to conduct an auction of the company's core
business or assets with the potential acquirer as the initial
bidder, subject to higher and better offers.

Upon conclusion of the auction process, the purchase agreement
is subject to numerous approvals including the U.S. Bankruptcy
Court, the FCC, the Department of Justice, and state regulatory
agencies.

                         About Teligent

Based in Vienna, Virginia, Teligent, Inc. is a provider of fixed
wireless broadband communications offering business customers
local, long distance, high-speed data and dedicated Internet
services over its digital SmartWave(TM) local networks in major
markets throughout the United States. Teligent's offerings of
regulated services are subject to all applicable regulatory and
tariff approvals.

For more information, visit the Teligent website at:
http://www.teligent.com


VENCOR INC.: Battling with James Duncan Over Claim Priority
-----------------------------------------------------------
Counsel for James W. Duncan, Jr., et al. filed a proof of claim
for both an unliquidated unsecured portion and a secured amount
being equal to the amount of the Bond which the U.S. District
Court for the Northern District of Alabama, Atlanta Dividion
required the Debtor Theratx, Incorporated to post as security
for a stay of execution on judgment pending appeal of the
decision in the case known as Theratx, Incorporated v. James W.
Duncan, Jr., Jean M. Duncan, as Co-Trustee of the Emmanual
Foundation and the Kyrios Foundation; Timothy S. Smick, Bobbi G.
Smick, as Co-Trustee of the Caleb Fund and the Joshua Fund;
James F. McCormick, Arthur W. Trump, Jr., individually and as
Trustee of the David S. Hungerford, Grantor Retained Annuity
Trust #1, and as Trustee of the David S. Hungerford, Grantor
Retained Annuity Trust #2, Dr. David S. Hungerford, and Travers
C. Nelson.

The Bond allegedly secures a total of $1,865,362.00. The
unsecured claim is unliquidated as the appeal is not complete.

In objection to the Claim, TheraTx Inc. filed an Adversary
Proceeding against James W. Duncan, Jr., et al. seeking
subordination of the unsecured nonpriority portion, disallowance
or in the alternative reduction of the secured claim by
$530,077.00.

               The District Court Litigation

In May 1994, TheraTx entered into a merger agreement with
PersonaCare. Under the Agreement, PersonaCare shareholders
exchanged heir stock for restricted, unregistered stock in
TheraTx. The Agreement included a provision that, in the event
TheraTx went public, it would file a Shelf Registration
effective for two years. On June 24, 1994, TheraTx conducted an
initial public offering, after which the former PersonaCare
shareholders were informed that they were free to trade their
Theralx stock under the Shelf Registration beginning on December
12, 1994.

In January 1995, TheraTx entered into an agreement to purchase
the assets of a group of healthcare companies managed by
Southern Management Services, Inc., and concluded that it was
necessary to suspend trading under the Shelf Registration in
order to amend it to include information about the asset
purchase. Therefore, on January 13, 1995, Theratx suspended
trading under the Shelf Registration. The trading suspension was
lifted on June 30, 1995.

On December Il, 1995, Theratx filed an action for a declaratory
judgment in the United States District Court for the Northern
District of Georgia seeking clarification of the rights, status
and legal relations of the parties under the Agreement.

On September 27, 1996, the Duncan Group asserted counterclaims
against TheraTx under breach of contract, securities fraud,
negligent misrepresentation and fraud theories for allegedly not
performing as promised under the Agreement and for allegedly
failing to inform the former PersonaCare shareholders prior to  
the merger that TheraTx's future efforts to acquire affiliates
of Southern Management Services, Inc. might cause suspension of
TheraTx's Shelf Registration.

The District Court granted summary judgment for the Duncan Group
on its breach at contract claim and ruled that TheraTx breached
the Agreement's Shelf Registratiot provision, but dismissed the
Duncan Group's remaining counterclaims. On February 18, 1999,
the District Court ordered that the Duncan Group be awarded
damages and prejudgment interest in the amount of $1,335,285.00.

Thereafter, on May 7, 1999, TheraTx filed a supersedeas bond
(the "Bond") in the amount of $ 1,335,285.00, pending appeal to
the United States Court of Appeals for the Eleventh Circuit. On
May 19, 1999, the District Court ordered that the Duncan Group
be awarded an additional $530,077.14 in attorneys' fees and
other litigation expenses. TheraTx then increased the amount of
the Bond on June 15, 1999, by that additional amount (from
$1,335,285.00 to $1,865,362.00).

On December 8, 2000, the Eleventh Circuit affirmed the District
Court's ruling on the breach of contract claim, and certified
the question of the appropriate method of calculating damages to
the Supreme Court of Delaware. After receiving the Delaware
Supreme Court's opinion in response, on June 25, 2001, the
Eleventh Circuit entered an order incorporating that opinion and
remanded the case to the District Court for calculation of
damages.

On June 12, 2001, the District Court ordered the parties to
submit a proposed calculation of damages consistent with the
formula described by Delaware's Supreme Court.

On July 23, 2001, TheraTx filed a Notice of Bankruptcy Stay and
an Objection to Appellants/Cross-Appellees' Petition For
Attorneys' Fees.

(A) First Cause of Action - Subordination of the Duncan Group's
    Unliquidated Unsecured Nonpriority Claim for Damages

    Vencor seeks subordination of the Duncan Group's unsecured
    claim for damages to the level of an equity interest under
    Section 510(b) on the bases that:

     -- this is a claim for damages arising from the purchase or
        sale of a security of the debtor or of an affiliate of
        the debtor.

     -- the restricted, unregistered stock in TheraTx qualifies
        as a "security" within the meaning of Section 510(b).

     -- The damages allegedly sustained as a result of TheraTx's
        suspension of its Shelf Registration "arise from" the
        sale of TheraTx stock after the suspension was lifted,
        and are based on the difference between the actual sale
        price and the sale price the Duncan Group could have
        received during the suspension.

     -- Because the Duncan Group held common stock in TheraTx
        and its claim for damages falls within Section 510(b),
        this claim must be subordinated to the level of
        securities fraud claims or Class 12B under the Plan.

     -- No class of secured or unsecured creditors is receiving
        more than the full value of its claims under the Plan.
        The Plan is only possible because certain creditors have
        agreed to forgive or to convert to equity substantial
        portions of their Claims. This set of circumstances also
        pertains to the creditors of TheraTx.

     -- Under the absolute priority rule, the Classes of Claims
        and Classes of Interest that receive no distribution
        under the Plan and are therefore deemed to have rejected
        the Plan (including Class 12B), are not entitled to
        share in any of the reorganization value of the Debtors.

(B) Second Cause of Action - Avoidance of the Duncan Group's
    Secured Claim for the Full Amount of the Bond

    Vencor objects to the Duncan Group's claim for the full
    amount of the Bond, pursuant to Section 506(d) of the
    Bankruptcy Code because the underlying claim for damages is
    not an allowed secured claim. By posting a supersedeas bond
    pending appeal to the Eleventh Circuit, Theralx created a
    lien on its property (the $1,865,362.00 cash collateral it     
    provided). However, because the Bond secures a claim that is
    not an allowed secured claim, but a claim subordinated to
    the level of equity, it is void pursuant to Section 506(d)
    of the Bankruptcy Code, the Debtors argue. Moreover, the
    Duncan Group's claim for damages is disallowed as a secured
    claim under the Plan, Vencor reminds Judge Walrath.
    Therefore, Vencor asserts, the Duncan Group's alleged
    secured claim for the amount of the Bond should also be
    disallowed in its entirety.

(C) Third Cause of Action - Reduction of the Duncan Claim and
    Recovery of Theratx's Preferential Transfer (Pled in the
    Alternative)

    To the extent that they were not to prevail on their
    First and Second Causes of Action, the Debtors as Plaintiffs
    assert the Third Cause of Action as an alternative basis for
    relief.

    On June 15, 1999, TheraTx posted $530,077.00 in cash
    collateral on the Bond, thus falling within the 90 days
    allotted in Section 547(b)(4) of the Bankruptcy Code and
    constituting a preferential transfer.

    The payment was made by TheraTx for the benefit of the
    Duncan Group, on account of an antecedent debt owed to the
    Duncan Group arising from the District Court judgment for
    damages and at a time when the Debtors were presumed to have
    been and were insolvent, the Debtors assert. Such payment,
    the Debtors tell Judge Walrath, enabled the Duncan Group to
    receive more than it would have under Chapter 7.

    Therefore, the Debtors take the position that the
    $530,077.00 payment made for the benefit of the Duncan Group
    is avoidable pursuant to Section 547(b) of the Bankruptcy
    Code as a preferential transfer. Accordingly, the Debtors
    assert that if the Duncan Group's claim is not disallowed in
    its entirety, it should be reduced by the $530,077.00 amount
    posted on the Bond.

    Additionally, Plaintiffs request that they be allowed to
    recover the full $530,077.00 amount pursuant to Section 550
    of the Bankruptcy Code. The Debtors draw Judge Walrath's
    attention to Section 502(d) of the Bankruptcy Code, under
    which, the Debtors assert, the Duncan Group's claim should
    be disallowed in full, unless and until such $530,077.00 is
    paid or turned over to the Plaintiffs.

(D) Fourth Cause of Action - Injunction against the Duncan
    Group's Enforcement of the Court Judgment Or Execution of
    the Bond

    The Debtors points out that the automatic stay of Section
    362(a) prevents both enforcement of the District Court's
    judgment and any act by the Duncan Group to obtain
    possession or control of property of the bankruptcy estate
    (including the cash collateral posted to obtain the Bond).
    Moreover, the Bankruptcy Court may use its equitable powers
    to enjoin suits in another forum against the Debtors or
    which involve the Debtors' property.

    In addition, under the Plan, the Confirmation Order operates
    as an injunction against the commencement or continuation of
    any action, the employment of process, to collect, recover
    or offset, any claim or debt against the Debtors.

    The Debtors assert that the automatic stay should remain in
    full force and effect and any efforts by the Duncan Group to
    enforce the District Court's judgment or execute on the Bond
    should he enjoined.

In summary, the Debtors object to the Duncan Claim and submit
that

(1) pursuant to Section 510(b) of the Bankruptcy Code, the
    Duncan Group's unsecured nonpriority claim should be
    subordinated to the level of an equity interest and
    disallowed in its entirety;

(2) pursuant to section 506(d) of the Bankruptcy Code, the
    Duncan Group's secured claim should be voided and disallowed
    in its entirety;

(3) alternatively, pursuant to Sections 547(b), 550 and 502(d)
    of the Bankruptcy Code, this Court should reduce the Duncan
    Claim by $530,077.00, which constituted a preferential
    transfer, and disallow the claim in its entirety until the
    Debtors are allowed recovery of such amount; and

(4) pursuant to Sections 362(a)(2) and 362(a)(3) of the
    Bankruptcy Code and the Provisions of the Plaintiff's
    confirmed Plan of Reorganization, this Court should enjoin
    any effort by the Duncan Group to enforce the judgment
    ultimately granted in a prior litigation with the Debtors
    and to obtain possession or control of any property of the
    estate. (Vencor Bankruptcy News, Issue No. 32; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)



WARNACO GROUP: Will Delay Form 10-Q Filing & Restate Financials
---------------------------------------------------------------
Stanley P. Silverstein, vice-president of The Warnaco Group,
advises the Securities and Exchange Commission that the company
and its subsidiaries will need more time to file its quarterly
report for the period ending July 7, 2001.

Mr. Silverstein explains that since the filing of its chapter 11
cases, the company does not have sufficient personnel or
resources to review the financial information necessary to  
timely file its Form 10-Q.

In addition, Mr. Silverstein discloses that the Company will be
reporting a significantly higher operating loss and net loss
compared to the prior periods included in the July 7, 2001 Form
10-Q.  

According to Mr. Silverstein, the Company expects an operating
loss of approximately $165,000,000 for the quarter ended July 7,
2001 compared to a $65,825 operating loss in the prior period.

Also, Mr. Silverstein says, the Company will be restating its
financial results for the last three fiscal years in an amount
preliminarily estimated to aggregate $43 million.  

Mr. Silverstein relates that the Company has just discovered
certain errors in its recording of its intercompany pricing
arrangements and accounts payable and accrued liabilities.  

Thus, Mr. Silverstein explains there is a need to adjust the
Company's financial statements to correct these miscalculations.  
Mr. Silverstein admits that it will be difficult to determine
the actual amount of the charge to earnings, as well as the
allocation to the prior periods as of this time.  Hopefully, Mr.
Silvertein says, a clearer picture will be presented when the
Company's review is completed. (Warnaco Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WINSTAR COMMS: Illuminet Seeks to Terminate Services to Debtor
--------------------------------------------------------------
Illuminet provides network services to Winstar Communications,
Inc. and its affiliates.  These services were continued to be
rendered by Illuminet to the Debtors due to the Interim
Utilities Order issued by Judge Farnan.

William F. Taylor, Jr., Esq., at Elzufon, Austin, Reardon,
Tarlov & Mondell, P.A. in Wilmington, Delaware appeals that that
this order be withdrawn as he claims that that paying habits of
the Debtors is poor.  Winstar, in fact, owes Illuminet a total
of $674,529.89.  He adds that based on previous monthly usage
and assuming such usage continues, the Debtors incur $275,000 in
service charge per month.  Based on the pre-petition billing
arrangements with the Debtor, Winstar will incur an additional 2
1/2 months of service or $687,500 before Illuminet sees its
first post-petition payment.

Mr. Taylor claims that the Interim Utilities Order unfairly
attempts to shift the burden of proof and protection afforded to
utilities onto Illuminet.  He adds that the there is no adequate
assurance of payment to Illuminet as the Debtors substantially
failed to pay their pre-petition invoices on time.  Mr. Taylor
requests mandatory payment of pre-petition debt or a security
deposit as it has concerns over the adequate protection proposed
by the Debtor.  His concerns are due to Debtors' financial
state, it's pre-petition payment history, absence of post-
petition payment and the fact that the telecommunications
industry is in turmoil.

Mr. Taylor also asserts that the Debtors' proposal of requiring
providers to seek additional adequate assurance within a
specified period and conduct of further court hearings when
Debtors conclude such request is unreasonable is grossly unfair
and makes Illuminet burdened with all the risk.

Mr. Taylor therefore asks the court to require the Debtor to pay
its pre-petition balance of $674,529.89 and provide the utility
with deposit equal to 21/2 months of its customary usage or
$687,500.  In addition, Illuminet asks the Court for authority
to terminate services to the Debtors without further Court
approval in case Debtor fails to pay any current invoice within
72 hours of presentment. (Winstar Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLD COMMERCE: Chapter 11 Case Summary
---------------------------------------
Debtor: World Commerce Online Inc.

Chapter 11 Petition Date: August 20, 2001

Court: Florida Middle bankruptcy Court

Bankruptcy Case No.: 01-08116

Judge: Arthur B. Briskman, Esq.

Debtor's Counsel: R. Scott Shuker, Esq.
                  407-481-5808
                  PO Box 3353
                  Orlando, FL 32802


BOND PRICING: For the week of August 27 - 31, 2001
--------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/8 '05             21 - 23(f)
Amresco 9 7/8 '05                   42 - 44(f)
Arch Communications 12 3/4 '05       1 - 2(f)
Asia Pulp & Paper 11 3/4 '05        25 - 27(f)
Bethelem Steel 10 3/8 '03           42 - 44
Chiquita 9 5/8 '04                  67 - 68(f)
Conseco 9 '06                       84 - 86
Friendly Ice Cream 10 1/2 '07       70 - 75
Globalstar 11 3/8 '04                4 - 5(f)
Level III 9 1/8 '04                 47 - 48
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                 84 - 86
USG 9 1/4 '01                       72 - 74(f)
Westpoint Stevens 7 3/4 '05         39 - 41
Xerox 5 1/4 '03                     86 - 87


                           *********

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, 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
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contained herein is obtained from sources believed to be
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                     *** End of Transmission ***