TCR_Public/010914.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, September 14, 2001, Vol. 5, No. 180


360NETWORKS: Woolridge Moves to Compel Decision on Contract
ABRAXAS PETROLEUM: Drilling of Seven Wells in Canada Successful
BETHLEHEM STEEL: Solicits Consent for Amendments to Indentures
BORDEN CHEMICALS: Seeks Okay to Sell Substantially All Assets
CAUSSA CAPITAL: Securities Fall Below TSE Listing Requirements

CHARTER COMMS: $1.5BB Note Exchange Offer Extended to Sept. 21
COMDISCO: Seeks Indefinite Extension of Lease Decision Period
COVAD COMMS: Escrow Arrangement Short-Circuiting Process Feared
CYBERCASH: Seeks Confirmation of 100% Payout Liquidating Plan
DANKA BUSINESS: Annual General Meeting Slated for October 9

EQUITABLE LIFE: Restructuring Prompts S&P to Alter CreditWatch
FINOVA GROUP: Court Okays Glass As Advisor to Equity Committee
GALAXY ONLINE: Late Filing of Results Expected on September 17
GST TELECOM: Seeks Extension of Exclusive Periods
HARNISCHFEGER: Beloit Seeks to Expunge 14 Claims Totaling $1.8MM

INTEGRATED HEALTH: Sells Clara Burke Facility in PA For $3MM
LAIDLAW: Allowed to Hire Professionals Without Court Scrutiny
LOEWS CINEPLEX: Reopens Manhattan Theatres on a Limited Basis
LOG ON AMERICA: Hearing Before Nasdaq Postponed Indefinitely
LTV CORP: Court Approves Second Extension of Exclusive Periods

LTV STEEL: Starts-Up 50 Mega-Watt Cogeneration Unit in Indiana
METROCALL: COO Jacoby Among American Airlines Flight 77 Victims
METROMEDIA: Gets Commitment Extension for $235MM Financing
NETCENTIVES: Fails to Meet Nasdaq Bid Price Requirement
OWENS CORNING: Unsecured Panel Taps Buck as Benefits Consultant

PACIFIC GAS: Assuming Four Amended Westside Cogen PPAs
PILLOWTEX CORP: GE Capital Seeks Stay Relief to Enforce Rights
PLAY-BY-PLAY TOYS: Taps SAMCO As Chairman's Financing Consultant
POTLATCH CORP: Shuts Down Two Paperboard Machines in Idaho
PROBEX CORP: Secures $4.1 Million Interim Financing Pact

RHYTHMS NETCONNECTIONS: Subsidiaries Continue Network Operations
SAFETY KLEEN: Court Approves Rittenmeyer's Engagement Terms
SCHWINN/GT: Direct Focus Acquires Fitness Unit for Around $65MM
SPORTS AUTHORITY: Extends Shareholders Rights Plan to 10 Years
STEEL HEDDLE: Wire Business Sale Auction Slated for October 1

SUN HEALTHCARE: Court Further Extends Lease Decision Period
TRANS WORLD: Bill Compton Will Retire as President on October 1
USG CORP: Injury Claimants Hire Tersigni as Financial Advisor
U.S. INTERACTIVE: Court Confirms 2nd Amended Reorganization Plan
VENTRO: Faces Nasdaq Delisting Due to Bid Price Non-Compliance

VENTUREQUEST: Seeks Debenture Financing Alternative
WEIRTON STEEL: Reaches Tentative Agreement with Guard Union
WHEELING-PITTSBURGH: Extends Labor Pact with USWA to Feb 2006
WHEELING-PITTSBURGH: USWA Says Pact Crucial to Avoid Liquidation
WINSTAR COMMS: Amends Blackstone's Engagement as Finance Advisor

             The Relationship of the Growth of Chicago to the
             Rise of its Land Values, 1830-1933


360NETWORKS: Woolridge Moves to Compel Decision on Contract
Wooldridge Construction Company, LLC, is a creditor and party-
in-interest in 360networks inc.'s cases.  Last March, David M.
Green, Esq., at Salomon Green & Ostrow, in New York, relates
Wooldridge entered into a written contract with the Debtors to
construct certain improvements on real property located at 2730
Matthews Avenue in Memphis, Tennessee 38108.  

According to Mr. Green, the project provides for the
construction of a 20,000-square-foot pre-cast concrete point of
possession (POP) building, designed to provide security and
environmental support for fiber optic and telecommunications

To meet its obligations under the Contract, Mr. Green notes,
Wooldridge hired numerous subcontractors and materialmen to work
on the project.  

As required by its contract with the Debtors, Mr. Green relates,
Wooldridge procured a labor and material payment bond from
Fidelity & Deposit Company of Maryland to insure that its
subcontractors and materialmen receive payment.

As partial consideration for the issuance of the payment bond,
Mr. Green says, Wooldridge's Chief Manager Jim Wooldridge
executed a general agreement of indemnity.  According to Mr.
Green, this agreement provided for Mr. Wooldridge to personally
guarantee to pay all sums, which the surety is forced to pay
pursuant to the payment bond.  So, Mr. Wooldridge secured this
guarantee with all his personal assets except his residence.

Prior to Petition Date, Mr. Green relates that Wooldridge
provided all necessary labor, services and materials required
under the Contract.  But the Debtors failed perform its end of
the bargain.  Mr. Green says the Debtors refused to pay most
amounts due and owing to Wooldridge, thereby materially
breaching the Contract.  As of this motion, Mr. Green claims,
the Debtors owe Wooldridge $2,947,500 for the labor, services
and materials provided under the Contract.

Because of the Debtors' breach of the Contract, Mr. Green
explains Wooldridge and all its subcontractors stopped all work
on the property last June.  Hence, the project is not completed
and the Debtors' facility is not operational.  As of this
motion, Mr. Green outlines these incomplete Contract items:

    (i) entrance to the site;
   (ii) fencing;
  (iii) mechanical system;
   (iv) balancing of the HVAC;
    (v) wire mesh partitions;
   (vi) paving and stripping of the parking lot; and
  (vii) site landscaping.

During that same month, Mr. Green relates Wooldridge filed a
Notice of Lien Claim and sworn statement with the Shelby County,
Tennessee Registrar's Office.  A few days later, Wooldridge sued
the Debtors in the Chancery Court of Tennessee for the
Thirteenth Judicial District at Memphis, for breach of contract,
to enforce the Lien, for attachment and for money judgment.  But
the Debtors responded in silence.  However, when the Debtors
filed these chapter 11 cases, the Tennessee Action was been
automatically stayed.

As a result of these events, Mr. Green notes, Wooldridge is
unable to pay its subcontractors and materialmen who worked on
the Project.  These parties are owed $1,996,704, plus
$363,656.99 of retainage for the labor, services and materials
provided on the Project, according to Mr. Green.

Mr. Green relates that the unpaid subcontractors and materialmen
were forced to take all legal steps necessary to recover from
Wooldridge the monies owed to them, including (but not limited
to) the assertion of mechanic's and materialmen's liens against
the Project, claims against Wooldridge's payment bond, and the
commencement of lawsuits to recover from Wooldridge and the
bonding company.

If Wooldridge cannot satisfy these debts, Mr. Green explains the
bonding company ultimately must pay these claims pursuant to the
payment bond, then it will look to the Wooldridge Construction
Company and Mr. Jim Wooldridge personally.

As a result of the Debtors' failure to pay Wooldridge on the
Project, Mr. Green notes, it has also been virtually impossible
for Wooldridge to get bonded for future construction projects.

By this motion, Wooldridge asks Judge Gropper to compel the
Debtors to assume or reject the Contract within 10 days.

If the Debtors elect to assume the Contract, Wooldridge contends
that the Debtors must cure all defaults, provide compensation
for actual pecuniary losses arising from those defaults, and
provide adequate assurance of future performance.  Mr. Green
explains a short deadline is necessary because Wooldridge will
be irreparably harmed if there is further delay.

According to Mr. Green, the property to which Wooldridge's lien
attaches is depreciating rapidly.  Mr. Green relates that the
property's mechanical system - particularly, the chillers
furnished by the Debtors - is not operation.  Mr. Green explains
this will cause finishes such as ceilings, flooring, walls and
doors to suffer damage, requiring removal and replacement.  And
because the final entrance and fencing around the perimeter is
not yet completed, Mr. Green says, the expensive equipment
located outside the building is wholly unprotected, and along
with the building, they could be subject of vandalism.  

Mr. Green adds that the landscaping is also dying due to
neglect.  "All of these increase the expense of completion and
the value of Wooldridge's collateral is being diminished without
adequate protection," Mr. Green notes.

If the Debtors fail to act promptly, Mr. Green warns that
Wooldridge shall be rendered insolvent and James Wooldridge
shall be in serious financial jeopardy since he guaranteed the
indemnity bond assuring payment to Wooldridge's subcontractors
and materialmen.  He and his wife may lose all personal assets
but their house, Mr. Green tells the Court.

If the Debtors reject the Contract, Wooldridge asks Judge
Gropper to modify the automatic stay to permit Wooldridge to
proceed in the Tennessee Action and to enforce its Lien, obtain
a judgment against the Debtor, and have the Debtors' property

In Tennessee, Mr. Green explains, the lien arises in the
contractor's favor automatically upon the rendition of services.
According to Mr. Green, the successful enforcement of the lien
entitles the lienor to execute upon judgment in several ways,
including a sheriff's sale of the underlying property. (360
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

ABRAXAS PETROLEUM: Drilling of Seven Wells in Canada Successful
Abraxas Petroleum Corporation (AMEX:ABP) Chairman and CEO, Bob
Watson, commented on the Company's current operations in the
Oates S.W. field, in the Montoya trend in west Texas, and the
continuing success of its drilling efforts in the Caroline and
Pouce Coupe areas in Alberta, Canada.

"In Canada, the Company has drilled seven successful wells, none
of which are currently  booked as proved or probable reserves by
the Company's outside engineering firms. Abraxas expects
reserves of 3-5 Bcfe (gross) per well and has identified over
forty additional locations in the Caroline and Pouce Coupe areas
based on the recent drilling and the 3-D seismic surveys
completed in each area this past winter.  In the Pouce Coupe
area a second well is online producing 2.2 MMcfpd and 60 Bopd
(gross).  A third well was tested at 5 MMcfpd and 180 Bopd
(gross) and should be on production later this month.  Two
additional wells are awaiting completion and one well is
currently drilling.  In Caroline, two wells are being completed
and one well is currently drilling.  The Company has one rig
under contract in each area and anticipates drilling one well
per month in Pouce Coupe and one well every six weeks in
Caroline for the foreseeable future.  Abraxas has an average 85%
working interest in the seven drilled wells but has a 100%
working interest in the majority of the subsequent drilling

In the S.W. Oates area of west Texas, the Company recently
commenced operations to re-enter an existing wellbore, the
Hudgins 34 #1.  Reentering the existing well will save
approximately  half of the cost of a new well and allow the
Company to test the Montoya formation in a cost effective

The well is currently drilling  vertically at approximately
13,000 feet and is expected to drill horizontally at a depth of
13,400 feet.  Abraxas has finished the evaluation of its
recently acquired 3-D seismic and has identified as many as 9
potential  locations on its 100% working interest acreage.  In
addition to the Montoya formation  potential, there is a
shallower Devonian formation that will be evaluated.

In the Montoya joint participation area with EOG Resources
(NYSE:EOG), the two wells currently on production are producing
a combined 11 MMcfpd (gross) and EOG expects to spud two
additional wells before year end."

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada.

BETHLEHEM STEEL: Solicits Consent for Amendments to Indentures
Bethlehem Steel Corporation (NYSE: BS) announced it is
commencing a consent solicitation with respect to its 10-3/8%
Senior Notes due 2003 for the adoption of proposed amendments to
certain provisions of its Indenture dated as of September 1,
1993, as amended, under which the Notes are outstanding.

The proposed amendments would permit Bethlehem Steel to complete
a new $750 million Senior Secured credit facility.  This new
credit facility will provide Bethlehem with increased liquidity
and greater financial flexibility.

More specifically, the proposed amendments will allow Bethlehem
to pledge as collateral for the new credit facility interests in
certain non-principal steel plant assets and joint ventures
currently subject to the Indenture's negative pledge covenant
and allow Bethlehem's subsidiaries to guarantee the new credit

The proposed amendments will also allow Bethlehem to incur in
the future an increased amount of debt and refinancing of debt
during periods when it is otherwise unable to comply with the
Indenture's Consolidated Interest Coverage Ratio.

The record date to determine the noteholders entitled to consent
is September 7, 2001.  The consent solicitation will expire at
5:00 p.m., New York City time, on Friday, September 21, 2001,
unless extended.  Bethlehem Steel will pay to consenting
noteholders a consent fee of $10 for each $1,000 in principal
amount for which consent is validly delivered and not revoked.

Bethlehem Steel Corporation is the nation's second largest
integrated steel company with revenues of about $4 billion and
shipments of about nine million tons.  Its 14,000 employees work
primarily in three major divisions -- Burns Harbor, Ind.,
Sparrows Point, Md. (with plate mills in Coatesville and
Conshohocken, Pa.), and Pennsylvania Steel Technologies,
Steelton, Pa.  

The corporation is a leading supplier to the North American
automotive and construction industries, and is the largest
supplier of plate products on the continent.
At the end of June, the corporation posted total liabilities of
$4.42 billion, as opposed to its total assets of $4.266 billion.

BORDEN CHEMICALS: Seeks Okay to Sell Substantially All Assets
Borden Chemicals and Plastic filed a motion with the Bankruptcy
Court for the District of Delaware to sell substantially all of
their assets in three manufacturing and distribution facilities
in Geismar, Louisiana; Addis, Louisiana; and Illiopolis,

The Geismar Facility, which also contains BCP's headquarters,
comprises approximately 490 acres in Ascension Parish,
Louisiana, adjacent to the Mississippi River between Baton Rouge
and New Orleans. Approximately twenty miles away, the Addis
Facility comprises nearly 40 acres of a 220-acre site also
adjacent to the Mississippi River.

Finally, the Illiopolis Facility sits on approximately 45 acres
in central Illinois between Springfield and Decatur.

To facilitate the sale of substantially all of the Debtors'
assets, BCP has begun providing information to and requesting
non-binding expressions of interest from potential purchasers
and propose to continue this process and to solicit binding
offers under a bidding procedures program.

BCP believes that the uniform Bidding Procedures it proposes are
imperative for obtaining the best and highest offers for the
Facilities because, without an efficient and orderly process to
market and sell the Facilities, the ensuing delay could
adversely affect ongoing business operations, thus causing the
value of the Facilities to decline.

CAUSSA CAPITAL: Securities Fall Below TSE Listing Requirements
Caussa (TSE: CAU) announce that it has been advised by The
Toronto Stock Exchange that it is reviewing the eligibility of
Caussa's common shares for continued listing, as a result of the
market value of the Corporation's securities falling below TSE

The Corporation is being reviewed under the TSE's Remedial
Review Process and has been granted 120 days until January 9,
2002 to comply with all requirements for continued listing.  The
Corporation will have an opportunity to make a submission to the
TSE before any final suspension decision.

Should the Corporation be unable to satisfy the TSE requirements
within the Remedial Review period, it will apply to the Canadian
Venture Exchange (CDNX) for a continued listing of its common

Caussa also announce that it has received an offer to
acquire its 66.7% interest in Barberton Gold (Pty) Ltd. for
approximately $100,000, which, given operational difficulties
which have rendered Barberton unprofitable, Caussa has decided
to accept.

On October 26, 2000, Caussa announced that it had signed a
letter of intent leading to the sale by Caussa to Vaaldiam
Resources Ltd. of Caussa's Witkrans diamond project for
2,500,000 (later amended to 2,110,000) common shares of Vaaldiam
and the payment of $250,000 in cash.

Since that time, Vaaldiam has been attempting to raise funds to
complete this transaction by means of a prospectus offering
which is scheduled to close on or about September 28, 2001.  As
Caussa currently has a modest working capital deficiency (before
the receipt of proceeds from the sale of Barberton Gold), it is
a matter of some importance that the sale of Witkrans be
successfully concluded.  

Should the sale of Witkrans not be concluded for any reason,
Caussa's working capital position would be adversely affected
which, in turn, would impair the Corporation's ability to
consider other projects and indeed to remain in business as a
going concern.

CHARTER COMMS: $1.5BB Note Exchange Offer Extended to Sept. 21
Charter Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc. (Nasdaq:CHTR) extended their offer to
exchange their outstanding $350 million of 9.625% Senior Notes
due 2009, $575 million of 10% Senior Notes due 2011 and, $575.2
million of 11.75% Senior Discount Notes due 2011 with a
principal at maturity of $1.02 billion for $350 million of
9.625% Senior Notes due 2009, $575 million of 10% Senior Notes
due 2011 and, $575.2 million of 11.75% Senior Discount Notes due
2011 with a principal at maturity of $1.02 billion.

As of Wednesday, approximately $350 million in aggregate
principal amount of 9.625% Senior Notes due 2009, $573 million
in aggregate principal of 10% Senior Notes due 2011, and $1.02
billion in aggregate principal of 11.75% Senior Discount Notes
due 2011 have been confirmed as tendered in exchange for a like
principal amount of New Notes.

The Exchange Offer was scheduled to expire at 5:00 p.m. Eastern
Time today. Due to certain office closings in New York, Charter
has extended the expiration date for the Exchange Offer to 5:00
p.m. Eastern Time, on September 21, 2001.

The New Notes have been registered under the Securities Act of
1933, as amended. The Old Notes were sold to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act on May 15, 2001. The Old Notes were not registered under the
Securities Act and may not be offered or sold in the United
States except pursuant to exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

Charter Communications, Inc. (Nasdaq:CHTR), a Wired World(TM)
company, is among the nation's largest broadband communications
companies, currently serving some 7 million customers in 40
states. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced
digital video programming platform marketed under the Charter
Digital Cable(TM) brand; and high-speed Internet access marketed
under the Charter Pipeline(TM) brand. Commercial high-speed
data, video and Internet solutions are provided under the
Charter Business Networks(TM) brand. Advertising sales and
production services are sold under the Charter Media(TM) brand.
More information about Charter can be found at

At the end of June, the Company's current liabilities stood at
$1.188 billion, as opposed to its current assets of $872.4
million, including cash amounting to $572.7 million.

COMDISCO: Seeks Indefinite Extension of Lease Decision Period
Comdisco Inc. asks Judge Barliant to extend their period within
which to make decisions about the assumption or rejection of
unexpired non-residential real property leases.  The Debtors
propose to extend the assumption-rejection period through the
date of confirmation of a plan of reorganization, which will
hopefully be around March 2002.

John (Jack) Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, relates that the Debtors are parties to over 100
unexpired leases of non-residential real property.

Until the sale processes of the Availability Solutions and
Leasing businesses are concluded, Mr. Butler explains the
Debtors will be unable to determine which unexpired leases
potential purchasers will want to take assignment of.

Mr. Butler also reminds Judge Barliant that under the asset
purchase agreement with Hewlett-Packard, the Debtors have agreed
to enter into a transition services agreement.  Pursuant to the
transition services agreement, Mr. Butler explains, the Debtors
will grant HP the right to use some of their unexpired leases
for 180 days after the closing of the sale.  

If HP is not the successful bidder with respect to the
Availability Solutions business, Mr. Butler says, the Debtors
may enter into a similar transition services agreement with the
successful bidder providing use of the same or different leased
properties during the transition period.  The Debtors may also
do the same with the successful bidder of the Leasing business,
Mr. Butler adds.

After the determination of what portions of their business they
will sell and retain, Mr. Butler says, the Debtors will then
begin an evaluation of the remaining businesses and their
reorganization strategy.  Until this is finished, Mr. Butler
explains, the Debtors will be unable to determine which of the
unexpired leases they need to assume to continue to operate

Mr. Butler notes that the size and complexity of these cases
cannot be challenged.  At the time the Debtors filed these

  (a) 50 affiliated entities, as well as Comdisco, sought relief
      under chapter 11 of the Bankruptcy Code and
      administratively consolidated in these cases;

  (b) the Debtors have over 100,000 creditors, potential
      creditors and parties-in-interest;

  (c) the Debtors had annual gross revenue in fiscal 2000 of
      approximately $3.9 billion; and

  (d) the Debtors have approximately 2,700 employees.

Because the Debtors' leased spaces are vital to their
reorganization efforts, Mr. Butler says the Debtors must be very
careful in rejecting and assuming the unexpired leases.  Their
decision will also depend on several factors such as:

    1) which leases potential purchasers want to take assignment
       of, and

    2) which leases are necessary for the Debtors' continued

There are also cases where an unexpired lease, that is not
assigned to a potential purchaser and that is not necessary for
the Debtors' continued operations, may contain favorable terms
that would allow the Debtors to assume and assign such lease for

At the present, Mr. Butler informs the Court that the Debtors'
professionals are busy reviewing the unexpired leases and
conducting market analysis.

Mr. Butler assures Judge Barliant that the relief requested will
not prejudice the landlords under the unexpired leases because
the Debtors will make the required post-petition monthly
payments.  There's no need to worry, Mr. Butler claims, because
the Debtors have the financial ability and intend to perform all
of their obligations under the unexpired leases.  According to
Mr. Butler, the Debtors have limited secured debt obligations
and have sufficient liquidity from their operations and the DIP
financing to make all necessary payments under the unexpired

But if the Court will not grant this motion, Mr. Butler tells
Judge Barliant that the Debtors may be compelled, prematurely,
to assume substantial, long-term liabilities or forfeit benefits
associated with some leases.  This will negatively affect the
Debtors' ability to operate and preserve the going-concern value
of their business for the benefit of their creditors and other
parties-in-interest, Mr. Butler warns.

                       Crescent Objects

Crescent Resources, a landlord of a non-residential real
property in Franklin, Tennessee, is against the Debtors' motion
to extend their assumption/rejection period.

Joseph P. Rusnak, Esq., at Tune, Entrekin & White, P.C., in
Nashville, Tennessee, admits that the Debtors were not in
default under the terms of the lease agreement at the Petition
Date and were able to pay all its post-petition monthly rentals
due under the lease agreement.

Nevertheless, Crescent contends that the Debtors' requested
extension of the assumption/rejection period "through the date
of confirmation of a plan of reorganization" is excessive.  Mr.
Rusnak says the motion is not supported by the Debtor's proof,
and is not justified by either the size or complexity of these

According to Mr. Rusnak, the unwarranted delay prejudices
Crescent because it bears the burden of delay and expense in re-
letting the premises.  On the other hand, Mr. Rusnak notes, the
Debtors only bear the responsibility for performing its
obligations under the Bankruptcy Code, with the right to forego
any further obligation except to pay damages for rejection.

Mr. Rusnak maintains that the requested open-ended extension is
both unreasonable and burdensome to Crescent.  Rather than give
a blanket extension for all leases, Mr. Rusnak suggests that the
Debtor should be required to justify an extension on a lease-by-
lease basis for any additional time beyond the 60 days provided
by the Bankruptcy Code. (Comdisco Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

COVAD COMMS: Escrow Arrangement Short-Circuiting Process Feared
Leonardo, L.P., Ramius Capital Group LLC and Quattro Global
Capital, LLC, current and former holders of over $52.75 million
of Covad Communications Group, Inc.'s 6% Convertible Notes due
2005, submit their objection to the Debtor's Motions For (I)
Order Authorizing Debtor To Assume Escrow Agreement Concerning
Noteholder Distributions and (II) Entry Of The Agreed Order
Between The Plaintiffs And The Debtor Granting Limited Relief
From The Automatic Stay.

Kevin Gross, Esq., at Rosenthal Monhait Gross & Goddess PA in
Wilmington, Delaware, tells the Court that the Motions are the
first step in the Debtor's effort to short-circuit the chapter
11 process, sweep significant claims of mismanagement and
securities fraud under the rug, cram down a restructuring on
objecting creditors without answering basic questions about
feasibility and fairness, and force a distribution scheme upon
all noteholders that plainly violates the priority scheme
mandated by the Bankruptcy Code.  

Mr. Gross adds that the Debtor are coercing the Non-Consenting
Noteholders and other creditors into taking nineteen cents on
the dollar in cash and 15% of the reorganized company's equity
in exchange for the cancellation of over $1.3 billion in debts,
while at the same time leaving existing shareholders relatively
unimpaired with the remaining 85% of the Debtor's equity.  

In addition, Mr. Gross claims that settlement insulates its
officers and directors from serious charges of mismanagement and
securities fraud.

Mr. Gross contends that the Motions ask the Court to lock into
place an integral component of a pre-negotiated plan of
reorganization based on wholly inadequate and non-existent
factual showings.  In essence, Mr. Gross argues that the Debtor
seeks to erase over $1 billion in defaulted debt for pennies on
the dollar so it can go out to the markets and raise more debt
it may not be able to repay.  Mr. Gross adds that the Debtor
wants to absolve management from any claims of fraud or
mismanagement arising from the fact that the Debtor went into
default less than a year after it raised half a billion dollars
of new debt with which to continue its operations.  

This Plan cannot be hustled through the bankruptcy process on a
fast track, Mr. Gross says, as it does not reflect a consensus
among a broad range of all stakeholders; it does not result from
a full airing of the pros and cons of the settlement; it does
not assure the economic viability of the reorganized company;
and it does not even attempt to establish the fairness of the
quick insurance settlement of claims against officers and

Mr. Gross claims that the Plan is supported by only a slim
majority of noteholders who undertook to set aside hundreds of
millions of dollars of the Debtor's cash under an escrow
agreement governed by terms negotiated and controlled only by
themselves and implementing only that group's idea of a
desirable plan of reorganization.  

Significantly, Mr. Gross states that the Motions make no
disclosure as to the interests or connections of those
Consenting Noteholders, or the basis for their determination
that the proposed settlement and Plan are desirable.  In view of
the serious allegations of misconduct against Covad and its
management as well as the Motions' lack of adequate disclosure,
Mr. Gross informs the Court that the Non-Consenting Noteholders
will shortly file a motion for appointment of an examiner.  

At a minimum, Mr. Gross argues that prudence dictates that the
proposed class action settlement that would release valuable
claims against Covad and its management must await adequate
investigation of its reasonableness by an examiner and by the
independent creditors and shareholders who would be adversely
affected by the settlement.

Moreover, Mr. Gross argues that the assumption of the Escrow
Agreement also violates the rights of Non-Consenting Noteholders
by unnecessarily locking all noteholders into a distribution
scheme and causing a release of claims before the Debtor's
disclosure has been tested through the plan confirmation

Mr. Gross contends that the Debtor does not have the requisite
number or amount of noteholder claims to gain approval of its
Plan and the Court should not condone a first-day lockup of the
terms of the Plan until the full due process afforded creditors
under chapter 11 has been implemented.  Mr. Gross adds that the
proposed Plan is unconfirmable as it clearly violates the
absolute priority principles and fails to make adequate
disclosure as to liquidation or alternative plan values.

Conversely, Mr. Gross states that there is little prejudice to
the Debtor, to those noteholders consenting to the 19-cent
recovery, or to the class action plaintiffs in putting off the
decision whether to assume the Escrow Agreement and authorize
the class action settlement.  These issues will and must be
fully addressed as an integral part of the plan process.  

Mr. Gross relates that the Escrow Agreement will continue to be
a binding obligation of the Debtor until formally rejected and
the class action plaintiffs must await the conclusion of the
Debtor's case before they can collect on any settlement.   Mr.
Gross claims that any fear the Debtor has that failure to assume
the Escrow Agreement and approve the class action settlement now
will prevent confirmation of the Plan is baseless.  Mr. Gross
contends that the Court simply does not need to enter the
drastic relief requested by the Motions at this time and should
deny the Motions in their entirety.

                          *   *   *

Patricia A. Staiano, the United States Trustee, interposes her
objection to Debtor's Motion Authorizing Debtor to Assume Escrow
Agreement Concerning Noteholder Distributions.

Joseph J. McMahon, Jr., Esq., attorney for the US Trustee,
states that the Bankruptcy Code contains several provisions
protecting the rights of creditors in the reorganization,
examples of which are the disclosure requirements associated
with the plan process and the absolute priority rule.  Mr.
McMahon contends that the Motion is nothing less than a "Plan
B," the purpose of which is to transfer more than a quarter-
billion dollars to the Noteholders if a Noteholder Entitlement
Event occurs. Mr. McMahon claims that the Escrow Agreement
provides that if Noteholders hold up their end of the "lock-up"
bargain but the Plan filed by the Debtor is not effective as of
January 15, 2002, the Noteholders get the money.

Mr. McMahon tells the Court that the agreement expressly
contemplates the possibility of transferring a quarter-billion
dollars to the Noteholders prior to confirmation.  Apparently,
as part of the escrow and "lockup" agreements, Mr. McMahon
claims that the Noteholder Agent holds a security interest in
the escrow which is extinguished upon the Effective Date of the
Plan or a Company Return Event.  

If the Debtor's Plan is not confirmed in a timely fashion as
contemplated by the Escrow Agreement and the Noteholders get the
escrowed monies, Mr. McMahon asserts that the principle
underlying the absolute priority rule will be violated as trade
debt holders and securities claim holders would receive no
distribution while equity stays put. (Covad Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

CYBERCASH: Seeks Confirmation of 100% Payout Liquidating Plan
CYCH, Inc., f/k/a CyberCash, Inc., filed its liquidating plan of
reorganization with the U.S. Bankruptcy Court for the District
of Delaware. The full-text copy of the Plan is available at

The plan has no impaired classes and all claimants under the
plan are to be paid 100% of the unpaid amount of claim.  Equity
interest holders under the plan are to be paid their ratable
share of equity fund in exchange for the redemption of their

The funding of the plan will be sourced from funds realized in
the past operations, existing cash assets and liquidation of the
non-cash assets.

DANKA BUSINESS: Annual General Meeting Slated for October 9
Stockholders of Danka Business Systems PLC are being invited to
attend the 2001 annual general meeting which will be held on
Tuesday, October 9, 2001 at 11 a.m. (London time) at the
Grosvenor House Hotel, Park Lane, London W1K 7TN.

The business of the annual general meeting will include
resolutions proposing: (1) and 2) re-election of directors; (3)
re-appointment of the Company's auditors; (4) authorizations for
the directors to allot ordinary shares; (5) authorizations to
disapply pre-emption rights; (6) and (7) amendments to the
Company's articles of association; (8) amendments to the
Company's 1999 share option plan and (9) approval of a new long
term incentive plan, the Danka 2001 Long Term Incentive Plan.

There will also be a report on Danka's progress and comment on
matters of current interest.

EQUITABLE LIFE: Restructuring Prompts S&P to Alter CreditWatch
Standard & Poor's revised the CreditWatch implications on its
single-'B' counterparty credit and insurer financial strength
ratings on U.K.-based insurer The Equitable Life Assurance
Society (Equitable Life) to negative from developing.

The CreditWatch revision is in expectation of Equitable
Life recommending a proposal for a restructuring of its
liabilities between guaranteed annuity rate (GAR) and non-GAR

At the same time, Standard & Poor's maintained the developing
CreditWatch implications on its triple-'C'-minus subordinated
debt rating of related entity, Equitable Life Finance PLC
(guaranteed by Equitable Life).

The revision of the CreditWatch implications relates only to the
expected announcement of the company's plans to seek
policyholder approval to restructure its liabilities.

Standard & Poor's views any reduction or removal by an insurer
of a policy guarantee as a partial default on its contractual
obligations. (See press release "Reduction in Japanese Insurers'
Guaranteed Yields to be Viewed as Default", published on Aug.
22, 2001, on RatingsDirect, Standard & Poor's Web-based credit
analysis system.) Any Equitable Life proposal to restructure the
interests of GAR and non-GAR policyholders would be likely to
include the removal of the annuity rate guarantee from GAR

This action, if implemented, would constitute a
selective default on Equitable Life's prior contractual

The counterparty credit and insurer financial strength ratings
on Equitable Life are likely to be lowered to the triple-'C'
level or below when details of the company's proposed
restructuring between GAR and non-GAR policyholders are

This rating action relates to the proposals for the
restructuring of Equitable Life's liabilities (which need the
agreement of the required majority of policyholders) and the
potential of the company selectively defaulting on some of its
contractual obligations to policyholders, notably the GAR
policyholders, as a result of such an agreement.

In the unlikely event that a GAR restructuring proposal to
policyholder members is not forthcoming, Standard & Poor's would
further review the ratings following a discussion with
management on its strategic and financial plans.

If, at any point, the GAR no longer becomes payable due to a
restructuring action by management, the counterparty credit
rating would immediately be changed to SD (selective default). A
counterparty credit rating is an assessment of an obligor's
overall financial creditworthiness to pay its financial
obligations and does not apply to any specific financial

Consequently, Standard & Poor's views Equitable Life's
restructuring of its liabilities as a selective default on one
or more of its financial obligations--namely one of its
obligations to the GAR class of policyholder. The SD designation
on the counterparty credit rating does not directly reflect on
the company's ability to meet other, nonpolicy obligations.

Simultaneously, on any restructuring of guaranteed obligations,
the insurer financial strength rating is likely to be lowered to
double-'C'. The insurer financial strength rating is an
assessment of a company's ability to meet all its policy
obligations and does not distinguish between different classes
of policyholder.

Standard & Poor's recognizes, however, that if the proposed
settlement between GAR and non-GAR policyholders is agreed,
Equitable Life would have more certainty regarding its
liabilities and, as a result, is likely to have greater
financial strength and investment flexibility. In addition, the
with- profits fund would receive a capital contribution of
GBP250 million from Halifax Group PLC (Halifax; AA-/Negative/A-
1+), with the potential for a further GBP250 million dependent
on the 'Halifax Equitable' sales force meeting new business and
profitability targets. (Halifax has no economic interest in the
Equitable Life with-profits fund.). Consequently, the
counterparty credit and insurer financial strength ratings would
be revised at a later date to reflect Equitable Life's ability
to meet its restructured policy obligations.

If policyholders fail to support any proposal to restructure
GARs, Standard & Poor's will again reassess the ratings
following discussions with management. Meanwhile, Equitable
Life's ratings reflect its weak financial profile and the
substantial burden of meeting its GAR obligations.

The subordinated debt rating is likely to be unaffected by any
downward revision to the counterparty credit rating resulting
from the company's proposed settlement. Consequently, the
subordinated debt rating of triple-'C'- minus remains on
CreditWatch with developing implications.

The downside risks for holders of the subordinated debt reflect
Standard & Poor's concerns over the potential impact of any
further decline in investment markets on Equitable Life's
solvency, given the company's high degree of investment
leverage. Failure to achieve a satisfactory settlement
would also prolong these concerns. The upside to the debt rating
reflects the prospect of improved investor security if the GAR
scheme is successful.

Standard & Poor's will continue to monitor developments and will
update the CreditWatch placement as details of the proposed
settlement become clearer.

FINOVA GROUP: Court Okays Glass As Advisor to Equity Committee
Judge Walsh approved the application The FINOVA Group, Inc.'s
Equity Committee to employ and retain Glass as financial
advisors nunc pro tunc from May 18, 2001.

To resolve the objection of the United States Trustee, the Court
amended the Consulting Agreement to provide that:

  (a) The Debtors shall have no obligation to indemnify Glass
      and & Midanek, or provide contribution or reimbursement to
      Glass & Midanek, for any claim or expense that is either:

       (i) judicially determined to have arisen solely from
           Glass & Midanek's gross negligence or willful
           misconduct, or

      (ii) settled prior to a judicial determination as to Glass
           & Midanek's gross negligence or willful misconduct,

      but determined by this Court, after notice and a hearing,
      to be a claim or expense for which Glass & Midanek should
      not receive indemnity, contribution or reimbursement under
      the terms of the Consulting Agreement as modified by this
      Order; and

  (b) if, before the earlier of:

      (i) the entry of an order confirming a chapter 11 plan in
          these cases, and

     (ii) the entry of an order closing these chapter 11 cases,

      Glass & Midanek believes it is entitled to the payment of
      any amounts by the Debtors on account of the Debtors'
      indemnification, contribution, and/or reimbursement
      obligations under the Consulting Agreement (as modified),
      Glass & Midanek must file an application in this Court,
      and the Debtors may not pay any such amounts to Glass &
      Midanek before the entry of an order by this Court
      approving the payment.

Judge Walsh emphasized that this requirement is intended only to
specify the period of time under which the Court shall have
jurisdiction over any request for fees and expenses by Glass &
Midanek for indemnification, contribution or reimbursement and
not a provision limiting the duration of the Debtors' obligation
to indemnify Glass & Midanek.

According to Judge Walsh, the compensation to be paid to Glass
for financial advisory services rendered and disbursements
incurred on behalf of the Committee shall be fixed by the Court,
upon appropriate application. (Finova Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

GALAXY ONLINE: Late Filing of Results Expected on September 17
Galaxy OnLine Inc. (CDNX: YGO) announced that it will be making
a late filing of its unaudited consolidated financial statements
as at for the three and six months periods ended June 30, 2001.
The recent termination of all employees, commencement of
restructuring of Galaxy and its wholly-owned subsidiary Moby
Dark Inc. and recent appointment of new management to handle
the restructuring are the primary reasons for the late filing.

It is currently anticipated that the financial statements will
be filed by September 17, 2001.

Galaxy acknowledges that the Ontario Securities Commission may
impose a cease-trade order if the financial statements have not
been filed by October 29, 2001, which is two months after the
default date.

GST TELECOM: Seeks Extension of Exclusive Periods
GST Telecom, Inc. asks the Court to extend the exclusive period
within which to file and solicit acceptances of a plan of
reorganization to October 15, 2001 and December 14, 2001,

GST explains to the Court that cause exists for the extension of
such deadline as they are currently in the process of analyzing
and objecting to claims and bring preference and related causes
of action, all of which have a substantial effect on a plan of
reorganization.  In addition, the company claims that it is in
the process of extensive, complex and time-consuming
negotiations with various committees to form a consensual plan
of liquidations.

GST also seeks the Court's approval of the extension of the
Removal Deadline to be extended to March 11, 2002 or 30 days
after the entry of an order terminating the automatic stay with
respect to the particular action sought to be removed.  GST
reasons out that extension of the deadline is warranted because
of the current number of State Court Actions involved and the
wide variety of claims.  

HARNISCHFEGER: Beloit Seeks to Expunge 14 Claims Totaling $1.8MM
Beloit seeks disallowance, expungement or reduction and
allowance, as applicable of claims, pursuant to section 502(b)
of the Bankruptcy Code, 29 Claims as follows:

(A) 1 Duplicate Claim (No. 1616) in the amount of $7,203.34
    filed by Mannesmann Rexroth Corp. that duplicate another
    claim previously filed;

(B) 1 Superceded Claim (No. 12060) in the amount of $147,667.00
    filed by Internal Revenue Service Department of the Treasury
    in Wilmington that has been superceded by another later
    filed claim;

(C) 14 Claims totaling $1,876,614.26 that should each be
    expunged for one or more of the following reasons:

    (1) the claim has been settled,

    (2) the claim is a Paid Claim based on obligations that have
        been satisfied,

    (3) the claim is a No liability claim that is not
        enforceable against the Debtors or their property under
        any agreement or applicable law,

    (4) the claim is an Insufficient Documentation Claim because
        the creditor has failed to file the requisite
        documentation in support of the claim and has failed to
        comply with Rule 3001(c) ;

(D) 10 claims totaling $743,307.06 that should be reduced and
    allowed for an amount estimated at $65,690.28 in the
    aggregate because after thorough review, the Debtors have
    determined that these are claims filed for amounts that
    differ from the amounts reflected on the Debtors' books and

(E) 3 Unsecured Non-Priority Claims totalling $99,477.61 that
    should be reclassified as general unsecured claims because
    these claims are not (i) secured by liens on any property in
    Beloit's estate or (ii) subject to setoff under section 553
    of the Bankruptcy Code, and are not entitled to priority
    under any subsection of section 507(a). (Harnischfeger
    Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)

INTEGRATED HEALTH: Sells Clara Burke Facility in PA For $3MM
Integrated Health Services, Inc., including Clara Burke Nursing
Home, Inc. (Seller), move the Court pursuant to sections 105(a),
363(b), (f) and (m), 365(a), (b), (f), and (k), and 1146(c) of
the Bankruptcy Code, and Rules 2002, 6004, 6006, 7062, and 9007
of the Bankruptcy Rules, for an order approving the sale of
substantially all of Seller's assets to Fox Subacute at Clara
Burke, Inc. (Buyer), at an aggregate purchase price of
$3,000,000.00, free and clear of liens, claims, charges,
interests, encumbrances (the "Liens"), except for certain
Permitted Encumbrances.

Clara Burke Nursing Home, Inc. (the "CBNH"), owned and operated
by the Debtors, is a 69-bed skilled nursing facility located in
Plymouth Meeting, Pennsylvania. The Nursing Home is unprofitable
and burdens the Debtors estates. Its pro-forma earnings before
taxes, depreciation and amortization (EBTDA), as of June 30,
2001, was negative $1,544,203.00. Its pro-forma cash flow (EBTDA
minus CapEx) for the same period was negative $1,589,828.00.

Due to the CBNH's dismal economic performance, Seller is in
substantial default of its debt service obligations under the
$6,500,000 Mortgage held by Bank of Maryland. According to
Thomas Myer, Vice President of the Bank, the amount currently
owing to the Bank is $7,203,804.02. The Debtors do not concede
that such amount is correct, and expressly reserve their right
to dispute such amount in the future.

The Bank, which maintains a perfected lien on substantially all
of Seller's assets, aggressively marketed the CBNH by formally
presenting it to fifteen prospective purchasers between April 2,
2001 and April 27, 2001. The Bank also informally presented the
CBNH to several other potential purchasers who immediately
expressed disinterest.

Of the fifteen prospective purchasers to whom the Bank formally
presented the CBNH, only two made offers to the Bank to purchase
the CBNH. One such offer was from Wellness Concepts d/b/a Fox
Subacute at Clara Burke, Inc. ("Buyer") and proposed a purchase
price of $3.0 million. The other offer received by the Bank was
from Robert Ayerle and proposed a purchase price of $2.25

The Debtors note that there are several reasons for the
industry-wide disinterest in the CBNH. First, the CBNH is
relatively small and its census is consistently poor. Second,
the CBNH is a highly specialized ventilator-facility. Very few
industry providers have the technical expertise to operate a
ventilator-facility like the CBNH.

However, Buyer has the requisite technical expertise to operate
the CBNH. Third, the CBNH is not certified to participate
in the Medicaid Program and, therefore, cannot increase its
census by treating patients insured under the Medicaid Program.
Fourth, the CBNH's physical plant is old and in need of capital
improvements. Only 40 of its 69 of the CBNH's beds are located
In parts of its physical plant that can be efficiently and
economically operated as a skilled nursing facility.

While marketing the CBNH Assets, the Bank also arranged for an
Appraisal on the value of the Assets, performed by Dowling &
Associates, a licensed real estate appraisal firm located in
Avondale, Pennsylvania. The Appraisal indicated that the CBNH's
going concern value on the Appraisal Date of April 3, 2000 was
between $2.0 million and $3.25 million. The Bank believes that
the current financial performance of CBNH has gone even lower
than that on the Appraisal Date.

Based upon the Appraisal and the Debtors' dismal economic
projections for the CBNH, Seller accepted, in principle, Buyer's
offer to purchase the CBNH. Negotiations culminated in the
execution of a Purchase Agreement (consisting of a Contract of
Sale, as amended by a side agreement) and an Operations Transfer
Agreement, both dated August 20, 2001 between Seller and Buyer
(collectively, the Transaction Documents).

Salient provisions of the Purchase Agreement are as follows:

(1) Purchase Price: $3,000,000.00;

(2) Payment: On the Closing Date, Buyer shall pay to Seller the
    total Purchase Price either by Acceptable Check(s) payable
    to the order of Seller (or as otherwise directed by Seller),
    without intervening endorsement, or by wire transfer of
    immediately available federal funds to Seller's account in a
    commercial bank in accordance with wire transfer
    instructions to be furnished by Seller prior to the Closing
    Date, as defined in the Purchase Agreement, or by (at
    Seller's option) a combination of both of the aforementioned
    payment methods;

(3) Title: Buyer agrees to purchase the Realty in "as is"
    condition, and subject to the Permitted Encumbrances.

(4) Liens: The Realty is being sold free and clear of the Liens,
    except for the Permitted Encumbrances:

(5) Closing: The Closing Date shall be the date of entry of the
    Court's order approving the Sale.

The Debtors believe that the proposed Sale, which is the result
of extensive arm's length, good faith negotiations, is an
exercise of sound business judgment.

Accordingly, the Debtors request Court approval of the Sale upon
the terms and conditions contained in the Transaction Documents.
(Integrated Health Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

LAIDLAW: Allowed to Hire Professionals Without Court Scrutiny
In the day-to-day performance of their duties, Laidlaw, Inc.
regularly call on certain professionals such as attorneys,
brokers, communications and public relations professionals,
human resources consultants, information technology and systems
consultants, and insurance advisors, to assist them in carrying
out their assigned responsibilities.

Because of the size and complexity of the Debtors' businesses as
well as the geographic diversity of the professionals they
regularly retain, the Debtors seek to employ and pay the
Ordinary Course Professionals without further order of the

Garry M. Graber, Esq., at Hodgson Russ, in Buffalo, New York,
explains that it would be costly and time-consuming if the
Debtors would be required to apply for the approval of the
employment and compensation of each Ordinary Course

However, Mr. Graber notes, the Debtors cannot do without the
Ordinary Course Professionals either since their service is
vital to the Debtors' continuing operations and their ability to

Convinced that it is in the Debtors' best interests, Judge
Kaplan authorizing the Debtors to retain, employ and pay the
Ordinary Course Professionals without further order of the
Court, subject to these conditions:

  (a) No Ordinary Course Professional with monthly fees
      averaging in excess of $25,000.00 for services rendered to
      a Debtor during any Reporting Period shall receive any
      future payments from the Debtors until the Debtors first
      obtain an order of the Court authorizing the retention and
      employment of the professional pursuant to section 327 of
      the Bankruptcy Code.

  (b) Notwithstanding the foregoing, the Debtors may pay,
      without the prior review or approval of the Court, all
      fees and expenses incurred by an Ordinary Course

        (i) through and including the end of the Reporting
            Period in which the professional's fees first exceed
            the Ordinary Course Fee Limit, or

       (ii) prior to the professional having a material
            involvement in the administration of a Debtor's
            estate, provided, however, that, once an Ordinary
            Course Professional is retained in these cases all
            of its fees and expenses incurred from and after the
            Petition Date shall be subject to the review and
            approval of the Court in connection with the
            professional's final fee application.

  (c) Commencing with the last day of the calendar month that is
      at least 150 days after the entry of this Order and every
      four months thereafter, the Debtors shall file a statement
      with the Court and serve such statement on the United
      States trustee and any official committee of the unsecured
      creditors appointed in these cases, which includes the
      following information for each Ordinary Course

           (a) the name of such Ordinary Course Professional;

           (b) the aggregate amounts paid as compensation for
               services rendered and reimbursement expenses
               incurred by such Ordinary Course Professional
               during the preceding four-month period ending at
               the conclusion of the prior calendar month; and

           (c) a general description of the services rendered by
               such Ordinary Course Professional.

The Debtors shall provide each Ordinary Course Professional that
is an attorney with a form of an affidavit indicating that such
attorney does not represent an interest adverse to the Debtors
or their estates with respect to the matter on which the
attorney is employed in accordance with section 327(e) of the
Bankruptcy Code, and request that each such attorney complete
the form and file it with the Court. (Laidlaw Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

LOEWS CINEPLEX: Reopens Manhattan Theatres on a Limited Basis
Loews Cineplex Entertainment, Inc. said that most of its movie
theatres in Manhattan reopened Wednesday on a limited schedule.
The theatres were closed on Tuesday due to the extraordinary
circumstances in the city.

Loews Cineplex Entertainment operates 17 theatres in the five
boroughs of New York City, including 13 in Manhattan. Two of the
company's theatres, the Village Theatre at 66 Third Avenue and
the State Theatre at 1540 Broadway, will not reopen today.

Loews Cineplex intends to return to a normal schedule in
Manhattan as soon as possible.

Loews Cineplex has filed a motion requesting the entry of an
order extending the Removal Period by approximately 120 days,
from September 15, 2001 to January 14, 2002.

The Company explained that this would allow them additional time
to make informed decisions concerning removal of each
Prepetition Action, ensuring that the Company do not forfeit
valuable rights of the parties.  

LOG ON AMERICA: Hearing Before Nasdaq Postponed Indefinitely
Log On America, Inc. (Nasdaq: LOAX - news) today announced that
its hearing, scheduled for September 13, 2001, before the Nasdaq
Listing Qualifications Panel to review the staff determination
has been postponed.

Delisting of the company's securities is stayed pending the
panel's decision. There has been no new hearing date scheduled.

David R. Paolo, Log On America's Chairman and CEO stated, "The
family at Log On America is in shock and disbelief with the
events that unfolded in the great city of New York. Our hearts
go out to the families of the victims in this very difficult
time of grieving. Our company does business with several firms
in and around the affected area and we shared in the pain and
anguish with the uncertainty of the well-being of our

Log On America is a full service provider of business
ommunication technologies. The Company delivers a unique end-to-
end customer experience from consultation through professional
managed services.

Its core services include: Business Telephone & Voicemail
Systems, High-speed Internet Access, Website Creation & Hosting,
Integrated Voice & Data Services, Server Collocation, Niche ASP
Applications, Managed Service Level Agreements, and Network
Consultancy, Architecture & Implementation (LAN,WAN,VPN).

LTV CORP: Court Approves Second Extension of Exclusive Periods
Judge Bodoh granted The LTV Corporation's Second Motion to
extend its exclusive period by four months.

Judge Bodoh further extended the period during which only they
may propose a plan of reorganization and solicit acceptances for
that plan by approximately four months, through and including
January 7, 2002 for filing their plan, and March 7, 2002, for
the solicitation of acceptances. (LTV Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV STEEL: Starts-Up 50 Mega-Watt Cogeneration Unit in Indiana
LTV Steel Company (OTC: LTVCQ) (Cleveland, Ohio) is in the
process of starting up a new 50 mega-watt (MW) cogeneration unit
at their East Chicago Indiana Harbor Works steel mill. This new
$60 million unit is expected to be online by October of this
year and once operational, it will be capable of providing
approximately 80% of the mills electrical needs.

The new unit will consist of a new gas-fired boiler fueled by
waste gases from an existing blast furnace and a 50MW steam
turbine generator. Engineering and design is being provided by
Duke/Fluor Daniel Incorporated (Aliso Viejo, CA) and the actual
construction is being handled by Fluor Constructors Int'l
Incorporated (Aliso Viejo, CA), both subsidiaries of the Fluor
Corporation (Aliso Viejo, CA) (NYSE: FLR).

Primary Energy Incorporated (Merrillville, In.), a wholly owned
subsidiary of NiSource (Merrillville, In.) (NYSE: NI), provided
capitalization for this project and will lease the new unit
under a long-term agreement to LTV. The Indiana Harbor Works
mill employs approximately 4,500 people.

METROCALL: COO Jacoby Among American Airlines Flight 77 Victims
Metrocall, Inc. (OTCBB:MCLLQ), the wireless messaging company
based in Alexandria, Va., confirmed that the Company's Chief
Operating Officer, Steven D. "Jake" Jacoby, was listed among the
passengers who boarded American Airlines Flight 77 Tuesday
morning. He was en route from Washington to Los Angeles to
participate in the Personal Communication Industry Association
(PCIA) conference and exhibition this week.

                           *  *  *

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

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

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

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

METROMEDIA: Gets Commitment Extension for $235MM Financing
Metromedia Fiber Network, Inc. (MFN) (Nasdaq: MFNX), the leader
in deployment of optical IP Internet infrastructure within key
metropolitan areas domestically and internationally, announced
that it has received an extension of its commitment letter for
the $235 million of vendor financing.

The commitment letter, which was scheduled to expire on
September 12, 2001, has been extended until September 17, 2001.

Metromedia Fiber Network, Inc., the leader in deployment of
optical IP Internet infrastructure within key metropolitan areas
domestically and internationally, is revolutionizing the fiber-
optic industry. By offering virtually unlimited, unmetered
metro-area communications capacity at a fixed cost, Metromedia
Fiber Network is eliminating the bandwidth barrier and
redefining the way broadband capacity is sold.

MFN's optical network enables its customers to implement the
latest data, video, Internet and multimedia applications.
Through its subsidiaries AboveNet Communications, Inc., the
architect of the Internet Service Exchange (ISX),,
Inc., the first and leading neutral Internet exchange, and
SiteSmith, a leader in delivering comprehensive Internet
infrastructure managed services, MFN is a leading provider of
Internet connectivity, co-location and managed services
solutions for high-bandwidth and business-critical applications.

The Company offers a world-class network that provides co-
location services and Internet connectivity for content
providers, ISPs and application service providers. Its global
optical Internet uses open peering and "best exit" technology to
deliver fast, scaleable and reliable connections to the
Internet, and improves the Internet experience for end-users.

NETCENTIVES: Fails to Meet Nasdaq Bid Price Requirement
Netcentives Inc.(TM) (Nasdaq: NCNT) announced that it has
received a letter from Nasdaq dated September 5, 2001, informing
the Company of Nasdaq's determination to delist the Company from
trading on the National Market based on non-compliance with the
$1.00 minimum bid price requirement for continued listing set
forth in Nasdaq Marketplace Rules 4310(c)(8)(B).

The Company will not file for an appeal and will be delisted
from the Nasdaq National Market at the opening of business on
September 13, 2001.

The US Marine Corps motto, "Semper Fidelis" (always faithful),
could work for Netcentives. The direct marketing company's
ClickRewards Network is an Internet loyalty program, allowing
clients to reward consumers with points (ClickMiles) that can be
redeemed for frequent flyer miles and other merchandise. E-
commerce companies such as purchase the
points and award them to online shoppers to build traffic.
Netcentives also manages employee reward programs and provides
e-commerce consulting services.

To reduce costs, the company announced in 2001 it had cut some
165 people from its staff, closed all its satellite offices, and
that it would sell its e-mail business.

OWENS CORNING: Unsecured Panel Taps Buck as Benefits Consultant
The Official Committee of Unsecured Creditors of Owens Corning
files an application for employment of Buck Consultants, Inc. as
actuarial and benefits consultant.  Buck provides expert
services regarding pension plan and benefits liabilities and
funding obligations.

John McDonagh of The Chase Manhattan Bank, co-chair of the
Committee notes that the Official Committee of Asbestos
Claimants and the Legal Representative for Future Claimants
supports the retention of Buck as actuarial and benefits
consultant.  Mr. McDonagh states that the Committee intends to
share the fruits of Buck's labor with the Asbestos Committee and
Futures representative as this will save the estate from having
to pay additional actuarial and benefits consultants.

Mr. McDonagh discloses that the Committee had selected Buck
because of its extensive and diverse experience, knowledge and
reputation in the actuarial benefits field.  Because of its
understanding of issues involved in chapter 11 cases as well,
the Committee believes that it is well qualified to provide the
services required.  

The Committee believes that the services of Buck are necessary
and appropriate and will assist them in the negotiation,
formulation, development and implementation of a plan of

The services Buck may perform to the Committee includes:

(1) evaluating the actuarial assumptions in the Debtors' pension

(2) evaluating the Debtors' proposed funding requirements for
    the Debtors' pension plan;

(3) estimating he funding requirements for the Debtors' pension

(4) testifying in Court on behalf of the Committee, if

(5) performing any other necessary services as the Committee or
    the Committee's counsel may request from time to time with
    respect to any actuarial an benefits issue.

Buck bills it services on an hourly basis plus out-of-pocket
expenses, the hourly rates are:

     Principals                                   $420 to $500

     Consulting Actuaries                         $344 to $412
     Benefits Consultant
     Administrative Consultant

     Associate Consulting Actuaries               $244 to $328
     Actuarial Managers
     Associate Benefit Consultants

     Assistant Actuaries                          $216 to $244
     Assistant Admin. Consultant
     Assistant Benefits Consultant

     Senior Benefits Specialist                   $176 to $196
     Senior Compensation Specialist
     Senior Actuarial Assistants

     Benefit Specialists                          $124 to $172
     Compensation Specialists
     Actuarial Assistants

     Other Technical & Operating Personnel        $124

John McGrath, principal and consulting actuary at Buck,
discloses that Bcuk has provided actuarial and benefits advice
to several Fortune 500 companies and other large chapter 11
cases including MCI International, Inc., Mobile Oil Corporation,
Western Union, LTV Steel Company, Inc., Acme Steele Company,
International, Inc., GS Industries, Inc., Laclede Steel Company,
Safety-Kleen Corp., Service Merchandise Company, Inc., and
Wheeling-Pittsburg Steel Corp. reorganizations.

Mr. McGrath discloses that Buck has conducted a "conflict check"
regarding their relations with the Debtors, creditors, equity
holders, and other parties-in-interest to determine if it has
nay conflicts that may bear on its retention by the Committee
and discovered some relationships:

(1) Buck has had professional relationships in matters unrelated
    to these cases with American International Group, Bingham,
    Dana & Gould, Arthur Andersen, Cabot Industrial Properties,
    Chase Securities, Inc., Coastal Refining & Marketing, CSX
    Transportation, Chase Manhattan Trust Co., N.A.,
    Commerzbank, Credit Suisse First Boston, Dai-Ichi Kangyo
    Bank, Ltd., Dillon Reed & CO., Deutche Bank, Enron Energy,
    Ernst & Young, Exxon USA, First National Bank of Chicago,
    Fleet Boston Financial, Fleet National Bank, Goldman Sachs,
    Goldman Sachs Management Company, International Paper,
    Jackson Life, KPMG Pete Marwick LLP, Marathon Ashland
    Pertoleum, Merck Medco Management, Care LLC, Merill Lynch &
    Co., Metropolitan Life Insurance Co., Minnesota Mining &
    Manufacturing, Morgn Lewis & Bockius, NationsBank Montgomery
    Securities, Owens Corning, PDSVA Petrolea y Gas SA.,
    Prudential Insurance of America, Prudential Relocation,
    Safety-Kleen, Stanford C. Bernstein & Co., Inc., Shell Oil
    Products Co., Shearman & Sterling Co., Cinsons & Elkins LLP,
    White & Case and Zurich American Insurance Company.

(2) Buck is a wholly owned subsidiary of the Mellon Financial
    Corporation, a creditor in this action.

(3) It is possible that certain employees of Buck holds interest
    in mutual funds or other investment vehicles that may own
    the Debtors' securities.

(4) James C. Rotenberg, a Principal of Buck and Director of
    Corporate Transactions Consulting Services, was employed as
    an associate of Shearman & Sterling as an associate during
    the period 1975 to 1983.

(5) the son of James C. Rotenberg, a Principal of Buck and
    Director of Corporate Transactions Consulting Services, is
    currently employed as an associate by Bingham Dana & Gould.

Mr. McGrath states that Buck is not currently retained by any
entity except for the Committee in connection with these chapter
11 cases and will not accept any other engagement to perform
services in these cases if the Court approves the proposed
employment of the Committee.  

Mr. McGrath adds that Buck will continue to provide professional
services with parties in these cases, provided that such
services is not related to these cases and is it confident it
will not affect its representation of the Committee in these
cases. (Owens Corning Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

PACIFIC GAS: Assuming Four Amended Westside Cogen PPAs
As previously reported, four power generators -- Mid-Set
Cogeneration Co., Coalinga Cogeneration Co., Salinas River
Cogeneration Co., and Sargent Canyon Cogeneration Co., --
collectively known as Westside Gogen filed an Emergency Motion
for Relief from the Automatic Stay in order to terminate their
power contracts with Pacific Gas and Electric Company.  

Under prepetition agreements, Westside Cogen is obligated to
provide 148 megawatts of power to PG&E each day. PG&E, of
course, is obligated to pay for the power, but hasn't -- to the
tune of $60 million.

Ruling in that motion, Judge Montali denied Westside Cogen
relief from the automatic stay, but directed PG&E to provide the
QFs with current payment for current service through September
15, 2001, plus percentages of the prepetition defaults to ease
the QFs financial strain. Judge Montali determined that such
payment shall constitute adequate protection payments on account
of the QFs interests in the Power Purchasing Agreements and as
adequate assurance of PG&E's future performance under the PPAs.

In this motion, pursuant to an Order of the Court governing the
amendment and assumption of Power Purchase Agreements with QFs,
the Debtor gives Notice, dated August 15, 2001 of its intention
to amend and assume, the PPAs between PG&E and the 4 Westside
Cogen Qualifying Facilities as follows, pursuant to 11 U.S.C.
Section 365 and Rules 6006 and 9019 of the Federal Rules of
Bankruptcy Procedure:
                                                    Amount of
                                       Capacity     Pre-Petition
Qualifying Facility                     (kW)       Payables
-------------------                  ----------    -------------
Mid-Set Cogeneration Company          46,000      $15,647,256.91
Coalinga Cogeneration Company         46,000      $13,970,709.42
Salinas River Cogeneration Company    46,000      $13,821,372.69
Sargeant Canyon Cogeneration Company  46,000      $14,553,794.85

The Notice states that pre-petition claims (the Pre-Petition
Payables) resulting from PG&E's failure to pay in full the
amounts due under the PPAs prior to the petition date are
reduced by the Adequate Protection Payments ordered by the Court
pursuant to Westside's motion for relief from the automatic

Pursuant to the Assumption Agreements, August 21, 2001 is the
effective date for the PPA Amendments and PG&E's assumption of
the PPA, provided that each QF has the right to terminate its
respective Assumption Agreement and PPA Amendement for a 15-day
period following the entry of the Bankruptcy Court Order
approving the Assumption Agreements in the event that the
respective QF cannot obtain satisfactory fuel supply and
financial arrangements and approvals.

Upon the effective date of assumption of the PPAs, the Pre-
Petition Payables will be elevated to administrative priority
status and will accrue interest and will be paid by PG&E to the
QFs, provided that PG&E will continue to make the Adequate
Protection Payments to the QFs. Under the agreement, 100% of the
outstanding prepetition debt will be made in monthly increments
of 5% of such debt (7.5% for Coalinga).

The QFs waive certain potential administrative and pre-petition
claims, including any claim to receive any difference between a
"market rate" and the contract price for energy and capacity
delivered to PG&E from and after April 6, 2001 through August
21, 2001, the effective date for PG&E's assumption of the PPA.

The Official Committee of Unsecured Creditors objects to the
"Assumption Payments" on the basis that the settlement with the
Westside Cogen QFs is outside the established parameters of the
Assumption Models because it requires continuing adequate
protection payments.

The Committee voices objection to the continuation of adequate
protection payments past the September 15, 2001 termination date
provided in the Court's Order regarding the Westside Motion for
Relief from Automatic Stay, without showing of hardship by
Westside for the period following September 15, 2001, the
Committee reminds Judge Montali.

The Committee also draws Judge Montali's attention to the
continued monthly payments under the settlement with Westside
totaling 100% of the outstanding prepetition debt made in
monthly increments of 5% of such debt (7.5% for Coalinga) in
contrast to the Assumption Models which do not require payments
to be made until the earlier of dismissal or conversion of the
case, the Plan effective date, and in one model, July 15, 2003
at the rate of 2% of the prepetition debt amount, monthly.

The Committee tells the Court that absent justification offered
for the proposed preferential treatment of the Westside Cogen
QFs in relation to the other QFs, or any showing of hardship
past September 15, 2001, the Agreements requiring Assumption  
Payments should not be approved.

                Response of Westside Cogen QFs

Westside Cogen points out that, the Court was poised at the
August 3, 2001 hearing to enter an order setting a deadline for
the Debtor's assumption/rejection of the Westside PPAs (the
Deadline Order), and the Adequate Protection Order continued the
hearing on the Emergency Motion to September 13, 2001 for
argument on various issues raised in the Emergency Motion, the
Adequate Protection Order and the Deadline Order.

The Westside Cogen QFs tell the Court that, the Westside PPA
Amendments and the Westside Assumption Agreements reflect a
resolution and compromise of the Continued Hearing Issues, in
addition to providing for fixed price energy payments made under
the Westside PPAs.

In addition, the settlement will resolve ongoing litigation
between the Debtor and Westside over the appropriateness of the
Wood Decision in relation to the energy price term of the
Westside PPAs (the "Wood Decision Litigation").

Westside notes that the Court's approval of the amendment and
assumption agreements will render the entry of the Deadline
Order and the consideration of the Continued Hearing Issues and
the ongoing Wood Decision Litigation moot.

The Westside Cogen QFs argue that the agreement by other QFs to
accept the Assumption Models does not mean that the Westside
Cogens should be forced to accept the same terms, particularly
if such terms are not appropriate for the Westside Cogens. The
assumption of the Westside PPAs, the QFs assert, is subject to
the conditions set forth in Section 365(b)(1) of the Bankruptcy

Courts have stated that Section 365(b)'s requirements operate to
balance the debtor's interest in assuming beneficial contracts
against providing the non-debtor party with the benefit of its
bargain and protecting such party from a post assumption
default, the Westside Cogen QFs observe.

The Westside Cogen QFs tell Judge Montali that the Debtor's
agreement to the compromises set forth in the amendment and
assumption agreements reflects its understanding of the unique
circumstances related to the Westside PPAs and should be
sustained under the business judgment standard.

With respect to the Westside Cogen PPAs, the QFs relate as

  (1) Risk of Fixed Price Contracts to Gas Fired Cogens

while Fixed Price Contracts pose benefits for the Debtor they
also create financial risks and exposures to gas fired cogens
such as the Westside Cogens because of fuel price fluctuations
and pricing. The wild fluctuations in gas prices that have
occurred during the course of the PG&E Bankruptcy Case
illustrate the extent of this risk. Although some of these risks
may be reduced by the execution of gas supply contracts,
generally only large financially secure entities (e.g. CalPine)
can procure such supply contracts. The Westside Cogens do not
have the capital structure to withstand fluctuations of gas
prices or to secure long-term gas supply contracts  
independently, especially in the absence of repayment of the
significant Prepetition Defaults. Accordingly, the Westside
Cogens conditioned the execution of the Westside PPA Amendments,
in part, on: (1) the Debtor's assumption of the
Westside PPAs; and (2) the repayment of the Prepetition Default
within a reasonable time.

  (2) Prompt Cure and Cure Compromise

Section 365(b)(1) explicitly conditions a debtor's assumption of
an executory contract that is in default on: (a) the immediate
cure or provision of adequate assurance that the debtor will
"promptly cure" such default(s); (b) the payment of compensation
to the non-debtor party to the contract for any actual pecuniary
loss suffered as a result of the default(s); and (c) the
provision of adequate assurance of future performance of the

The Westside Cogens agreed to compromise their rights under
Section 365(b), particularly their right to receive an immediate
or "prompt cure" of the Prepetition Defaults by agreeing to the
Cure Compromise which will not result in full payment for
approximately 29 months (unless the Effective Date of the Plan
occurs earlier). The Cure Compromise provides that the Debtor
shall cure the Prepetition Defaults by making payments at the
same rate and in the same amounts as the Adequate Protection
Payments the Court required pursuant to the Adequate Protection
Order. This repayment schedule will result in payment over a
period of approximately 29 months with the final payment
estimated to come due on or about December 2003 or January 2004
(unless there is an earlier Effective Date).

The case law interpreting "prompt cure" provides support for
approval of the Cure Compromise. While the Bankruptcy Code does
not define any specific period for a "prompt cure", courts
generally have given prompt its ordinary meaning as tempered by
the specific factual circumstances existing in the particular
case. There are several facts in this case that support a
shorter cure period than of the Cure Compromise.

The first fact is the significant amount of the Prepetition
Defaults in relation to the Westside Cogens' capital structure.
The adequacy of the Westside Cogens' capital structure is
particularly important in light of its agreement to amend the
Westside PPAs to provide for a fixed price energy payment rather
than a payment that fluctuates with the price of gas.

The second fact is that the Debtor is solvent and has the
current ability to pay the Prepetition Defaults from its
available cash on hand. While the amount of the Prepetition
Defaults is significant to the Westside Cogens such amount is
minimal in relation to both the Debtor's available cash reserves
and its overall debts and assets. Additionally, the Debtor,
which clearly is in the best position to determine the impact of
the proposed cure payments on its cash flow, has agreed to the
Cure Compromise.

The third fact is that the Westside PPAs have relatively short
terms remaining prior to their expiration (i.e. between three
and five years). The Debtor has not yet proposed a plan and it
is not clear how long it will take the Debtor to file a plan,
obtain confirmation of a plan, or achieve the conditions to the
Plan's "Effective Date. The Assumption Models provide for
payments to commence on the Plan's "Effective Date" or
alternatively to commence in July of 2003 at the rate of 2% per
month through July of 2005.

This date presumably will be conditioned on the CPUC approval of
the Debtor's customer rates. Such approval may cause a
significant delay beyond the confirmation date. Thus, the
Assumption Models provide for a cure period that is potentially
in excess of the terms of one or more of the Westside PPAs.
Courts have been reluctant to approve proposed cure periods that
are close to the remaining terms of the contracts or are
coextensive with or in excess of the terms of lease or contract
being assumed.

  (3) Release of Potential Administrative Claims

In addition, the Westside Cogens have agreed to release all
potential administrative claims based on the "reasonable
rate" theory and all claims for pecuniary loss other than the
payments of the Prepetition Defaults together with interest
thereon. Additionally, the Westside Cogens released all other
pecuniary loss and "reasonable rate" claims, reserving only the
interest issue for later determination.

  (4) Litigation Risks

Finally, the compromises reflected in the Westside Assumption
Agreements and the Westside PPA Amendments virtually eliminate
the Debtor's litigation risks and costs in connection with the
assumption issues related to the Westside PPAs and the ongoing
Wood Decision

Litigation risks are significant given the favorable nature of
the Westside PPAs, the likelihood that rejecting the Westside
PPAs would be difficult, at best, and the equities that favor a
prompt cure (e.g., the harm to the Westside Cogens shown in the
context of the Emergency Motion, the terms of the Westside PPAs
and the Debtor's solvency).

If the Debtor lost litigation related to assumption of the
Westside PPAs it could be forced to assume the Westside PPAs
without the benefit of the fixed energy price amendment and to
pay the cure amount at a significantly faster rate than the rate
set forth in the Cure Compromise. Additionally, the litigation
costs and the complexity of the assumption/rejection issues, the
"reasonable rate" and pecuniary loss issues and the issues
related to the Wood Rate Litigation all support granting the
relief requested in the Motion.

When such potential detriments are balanced against the minimal
impact, if any, of the Debtor's payment of the proposed cure
amounts in accordance with the Cure Compromise (e.g., five
percent to seven and one half percent per month), it is clear
that the approval of the Westside Agreements is in the best
interests of the Debtor, the creditors and the Westside Cogens,
the QFs assert. (Pacific Gas Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

PILLOWTEX CORP: GE Capital Seeks Stay Relief to Enforce Rights
GE Capital Public Finance, Inc. is party to a Loan Agreement
dated July 1996 with Opelika Industries, Inc. and the Pulaski
County-Hawkinsville Development Authority.  Under the Loan
Agreement, GE Public Finance loaned $4,500,000 to Pulaski, who
in turn agreed to issue public bonds of the same amount to
finance Opelika's acquisition of certain Equipment.

To secure repayment of the Loan Agreement, Opelika agreed to
grant to GE Public Finance a first priority security interest in
all the Equipment.  This lien was perfected by GE Public Finance
by filing UCC-1 Financing Statements with the Georgia Secretary
of State.

According to Thomas D. Walsh, Esq., at McCarter & English, LLP,
in Wilmington, Delaware, Opelika paid the loan installments up
to October 2000.  But since Petition Date, Mr. Walsh says, the
Opelika failed to make its monthly payments.  As a result, GE
Public Finance is getting apprehensive that their interests are
not adequately protected.

Mr. Walsh notes that Opelika still owes GE Public Finance over
$1,350,000, while the value of the Equipment -- which continues
to depreciate -- securing the Loan Agreement is less than

Moreover, Mr. Walsh says, it is clear that the Debtor has no
equity in the Equipment since the value of the Equipment is
$850,000 below the loan amount now owed.  Mr. Walsh adds that
the Hawkinsville, Georgia plant where the Equipment is located
has already been closed by Opelika.  Mr. Walsh informs Judge
Robinson that Opelika has even retained a liquidator to sell all
equipment located in that plant.  Obviously, Mr. Walsh says, the
Equipment is not important to the Debtors' reorganization.

By this motion, GE Public Finance requests the Court for relief
from the automatic stay to enforce its rights with respect to
the Equipment, including, but not limited to taking possession
of the Equipment; selling the Equipment; and applying the
proceeds of the sale to the obligations owing to GE Public
Finance. (Pillowtex Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

PLAY-BY-PLAY TOYS: Taps SAMCO As Chairman's Financing Consultant
Play By Play Toys & Novelties, Inc. (OTCBB:PBYP) has engaged
SAMCO Resolution (Samco), a division of Service Asset Management
Company, as a consultant to the Chairman, Tomas Duran, to assist
with financing arrangements.

William B. Hudson, Samco's primary consultant for the Company,
began his career with Chase Manhattan Bank in the Global Credit
Department in New York City. He returned to Texas and held
various positions including President of Alamo National Bank in
San Antonio, Senior Vice President of Mercantile Texas
Corporation and Senior Vice President of First Interstate Bank
of Texas. He left the commercial banking business to
engage in various entrepreneurial pursuits. Before joining
Samco, he was instrumental in starting several businesses.

Also, The Hyslop Group, L.L.C., has been retained to assist with
the responsibilities of Chief Financial Officer, until a new
Chief Financial Officer is appointed. The position of Chief
Financial Officer was recently vacated by Joe M. Guerra who
resigned effective July 31, 2001. The Hyslop Group acts in
partnership with management in the areas of corporate finance,
accounting, strategic policy, general business planning, asset
management and financial controls.

The Company's principal consultant at the Hyslop Group is James
R. Hyslop, the consulting firm's founder and principal. Prior to
forming The Hyslop Group in 1994, Mr. Hyslop was Senior Vice
President and Chief Financial Officer for Swearingen Aircraft,
Inc. from 1992 to 1994. Before that, Mr. Hyslop served in
various financial roles up through Senior Vice President,
Finance and Treasurer for Tesoro Petroleum Corporation from 1977
to 1992.

Juanita Lozano, in addition to her position as Controller, has
been appointed to assist Tomas Duran and Samco in the Company's
restructuring and financing efforts. Ms. Lozano joined the
Company in March 1995 as the Financial Reporting Manager and
served briefly as interim Chief Financial Officer from July 1996
to January 1997. Ms. Lozano returned to her position as the
Financial Reporting Manager in January 1997 and was promoted to
Controller in February 1999. Prior to joining Play-By-Play, Ms.
Lozano was employed by Datapoint Corporation as Financial
Analyst, where she coordinated the Marketing Division budget.
Ms. Lozano is a Certified Public Accountant and received a BBA
in Accounting, cum laude, from St. Mary's University in San
Antonio, Texas.

Richard De La Llana, Executive Vice President for Latin America,
has been appointed to act as President and Managing Director of
the Puerto Rico office replacing Mr. Manuel Fernandez Barroso
who resigned his position as President of Caribe Sales &
Marketing effective August 2, 2001. Mr. De La Llana joined
Caribe Sales & Marketing in 1980 and served in various
capacities culminating in Executive Vice President for Latin
America at the time the Company purchased Caribe in March 1999.
Mr. De La Llana was transferred to Miami in November 1999 to run
the Company's Miami offices until their closure in November
2000, at which time he moved to the San Antonio office.   Mr. De
La Llana is a 20-year veteran in the Puerto Rican and Latin
American retail sales markets where he has spent over 15 years
traveling to mainland China, Hong Kong and Taiwan to source new
vendors and to develop and market new products. Mr. De La Llana
is a graduate of Sacred Heart University in San Juan, Puerto
Rico with a degree in business administration and marketing.

The Company also announced that it has reduced labor costs by
approximately $900,000 domestically, as well as an approximate
$3.7 million reduction in other operating costs from June 2000
through June 2001. In addition, the Company's China and Hong
Kong offices were closed on July 31, 2001 in further efforts to
achieve cost savings.

Warner Bros. Consumer Products has issued "Notice of
Termination" for several entertainment character licensing
agreements due to non-payment by the Company of scheduled
royalties due. One of the notices of termination applies to the
Looney Tunes' United States' mass market retail distribution
entertainment character licensing agreement. Associated with
this licensing agreement are certain voice contracts, which
apply to characters animated with licensed voices. Also included
in the notices of termination are the licensing rights for
Looney Tunes and other characters for distribution in Latin
America and Canada.

Finally, on August 24, 2001, the Company completed the sale of
its Fun Services Franchise business to Giftco, Inc. of Chicago,

Play-By-Play Toys & Novelties, Inc. designs, develops, markets
and distributes a broad line of quality stuffed toys, novelties
and consumer electronics based on its licenses for popular
children's entertainment characters, professional sports team
logos and corporate trademarks. The Company also designs,
develops and distributes electronic toys and non-licensed
stuffed toys, and markets and distributes a broad line of non-
licensed novelty items. Play-By-Play has license agreements with
major corporations engaged in the children's entertainment
character business.

POTLATCH CORP: Shuts Down Two Paperboard Machines in Idaho
Potlatch Corporation (NYSE:PCH) will shut down one of its two
paperboard machines in Lewiston, Idaho, for 7 to ten days due to
weak market conditions.

As many as 36 employees could be affected by the temporary
curtailment, which is scheduled to begin on Thursday, September
13, 2001.

Potlatch is a diversified forest products company with
timberlands in Arkansas, Idaho and Minnesota.

                           *  *  *

At June 30, 2001, the Company's financial position included
long-term debt of $1.15 billion, including current installments
on long-term debt of $132.6 million. Its ratio of long-term debt
to stockholders' equity was 1.36 to 1 at June 30, 2001, compared
to .99 to 1 at December 31, 2000. Long-term debt increased
$217.4 million during the first half of 2001.

The increase was due to the issuance in June of $250.0 million
of senior subordinated notes due 2011 and $200.0 million under
its new credit facility. Repayment of $100.0 million borrowed
under its old credit facility, which had been classified as
long-term debt, and the reclassification of $130.0 million to
current installments partially offset the increase.

Stockholders' equity declined $63.6 million, largely due to a
net loss of $41.2 million and dividend payments of $24.6 million
for the first half of 2001.

The Company had working capital of $231.6 million at June 30,
2001, an increase of $186.8 million from December 31, 2000. The
increase was largely due to increases in cash of $94.7 million,
receivables of $20.8 million and prepaid expenses of $31.2
million, combined with decreases of $188.9 million in notes
payable and $26.7 million in accounts payable and accrued
liabilities. A decrease in inventories of $45.0 million and an
increase in current installments on long-term debt of $132.3
million partially offset these amounts.

Net cash provided by operations for the first six months of 2001
totaled $19.6 million, compared with $74.0 million for the same
period in 2000. The decline was largely due to a $34.2 million
greater net loss in 2001 and changes in working capital items
using $28.4 million of cash in 2001 compared to providing $5.3
million of cash for the first six months of 2000.

For the six months ended June 30, 2001, net cash used for
investing was $31.9 million, compared to $73.9 million during
the six months ended June 30, 2000. The decrease is attributable
to a significant decline in capital expenditures in 2001.
Capital spending totaled $28.7 million in the first half of
2001, compared to $72.7 million for the same period in 2000.

Spending in 2001 has been focused on routine general
replacement, safety, forest resource and environmental projects.
Approximately $4.1 million has been spent on the modernization
and expansion project at our Cook, Minnesota, oriented strand
board mill. Several major projects accounted for much of the
spending in the first six months of 2000, including the pulp
mill in Cloquet, Minnesota, the Cook project and a recovery
boiler retrofit at the Cypress Bend, Arkansas, pulp mill.

With the substantial completion of our Cloquet pulp mill in late
1999 and our Cook OSB mill in January 2001, the Company expects
its capital spending to total approximately $53.0 million in

Net cash provided by financing was $106.9 million for the six
months ended June 30, 2001, compared to net cash used for
financing of $2.6 million during the same period in 2000. The
change primarily reflects the debt restructuring completed in
June 2001 in which the Company issued $450.0 million of debt,
partially offset by debt repayments of $289.2 million. For the
same period in 2000, the Company borrowed approximately $66.8
million and repaid $10.3 million.

For the six month period ended June 30, 2001, the Company funded
its operating losses and other cash requirements primarily
through borrowings under its bank credit agreements.

On June 29, 2001, the Company obtained a new credit facility
providing for aggregate borrowings of up to $400.0 million. The
new credit facility is comprised of a four-year term loan, in
the amount of $200.0 million, and a three-year revolving line of
credit of up to $200.0 million, including a $110.0 million
subfacility for letters of credit, usage of which reduces
availability under the revolving line of credit.

PROBEX CORP: Secures $4.1 Million Interim Financing Pact
Probex Corp. (AMEX:PRB), an energy technology company
specializing in environmental services, today said that it has
recently secured interim financing totaling $4.1 million.

Probex Chairman, President and CEO Charles M. Rampacek noted
that, "This interim financing, from a combination of investors,
including Bechtel Corporation affiliate United Infrastructure
Company, LLC, and investment advisory clients of Zesiger Capital
Group, LLC, is a continuing affirmation of the strength of our
technology, our management team and our business plan." Rampacek
added that, "We are continuing to make good progress on all of
the activities necessary to obtain project financing for our
planned Wellsville used oil reprocessing facility."

Probex is a Dallas-based energy technology company specializing
in environmental services that has developed and patented its
environmentally beneficial ProTerra(TM) lubricating oil
technology for reprocessing, purifying and upgrading used motor
oils. ProTerra has demonstrated unparalleled advantages in the
highly economic creation of premium quality base oils capable of
meeting new motor oil standards without creation of waste by-
products. The goal of Probex is to become a world leader in the
collection and reprocessing of used lubricating oils into
premium quality base lube oils through timely commercialization
of its ProTerra technology. For more information about Probex,
visit the company's web site at

According to a recent SEC filing, the Company, in order to
continue with its business plan of commercializing its patented
technology for reprocessing used lubricating oil, will require  
significant additional capital in the short term.

A significant  portion of this amount will be used to  finance  
the  construction  of its first reprocessing facility in
Wellsville, Ohio. The remaining amount will be used for its
equity share of a potential European reprocessing facility , to
repay interim financing loans, for expansion and  acquisition of
additional  used oil  collectors, and for general working

The Company is currently working with its financial advisors to
obtain approximately $125 million in project financing and
believe that the Company will be successful in this endeavor.  
However, there can be no assurance  that this  additional  
financing  will be available when needed or that, if available,  
such financing can be completed on  commercially  favorable
terms.  Failure to obtain additional funding,  if and when
needed,  could have a material  adverse  affect on our business,  
results of operations  and financial condition.

At the end of June, the Company total current liabilities stood
at $12,949,880, while its total current assets at $4,056,284.

RHYTHMS NETCONNECTIONS: Subsidiaries Continue Network Operations
Rhythms Links Inc. and Rhythms Links Inc.-Virginia, wholly-owned
subsidiaries of Rhythms NetConnections Inc. (OTC Bulletin Board:
RTHME) and providers of enhanced broadband network services,
said they will continue their network operations until the
Federal Communications Commission or a court of competent
jurisdiction authorizes or otherwise orders the cessation of
services, pursuant to an order entered by the U.S. District
Court for the Southern District of New York.

Based in Englewood, Colo., Rhythms Links Inc. and Rhythms Links
Inc.- Virginia provide DSL-based, broadband communication
services to businesses and consumers. On August 1, 2001, Rhythms
NetConnections Inc. and all of its wholly-owned U.S.
subsidiaries voluntarily filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court
for the Southern District of New York. For more information
concerning Rhythms visit the Company's Web site at

SAFETY KLEEN: Court Approves Rittenmeyer's Engagement Terms
The United States Bankruptcy Court for the District of Delaware
has entered an order approving employment and
indemnification agreements with Ronald A. Rittenmeyer
under which Mr. Rittenmeyer will become Chairman of the Board,
President and Chief Executive Officer of Safety Kleen

At the same time, the Bankruptcy Court approved  ermination and
consulting agreements with David E. Thomas, Jr. and Grover C.

SCHWINN/GT: Direct Focus Acquires Fitness Unit for Around $65MM
Direct Focus, Inc. (Nasdaq:DFXI), a marketing company for
fitness and healthy lifestyle products with a direct business
model, announced that it was the successful bidder to acquire
substantially all of the assets of Schwinn/GT's fitness
equipment division through a bankruptcy auction, pending a final
court order by the U.S. Bankruptcy Court for the District of

The Direct Focus bid was linked to a successful bid submitted by
Pacific Cycle LLC for the purchase of substantially all of the
assets of Schwinn/GT's bicycle division.

Under the terms of the bid, Direct Focus anticipates it will pay
approximately $65 million in cash for Schwinn Fitness, which
will be accounted for under the purchase accounting method. The
Company expects the transaction to close on or before September
21, 2001, subject to the final court order and expiration of the
Hart-Scott-Rodino waiting period.

Schwinn Fitness had annual revenue in 2000 in excess of $100
million and strong positive operating cash flows. Direct Focus
expects this acquisition to be accretive to revenue and earnings
in 2002 and beyond.

"We are very pleased with the success of our bid," said Brian
Cook, CEO of Direct Focus. "Our management team is very familiar
with Schwinn Fitness. Kevin Lamar, who joined us as our
President in June, was instrumental in growing the Schwinn
Fitness business from $20 million in annual sales to over $100
million in annual sales from 1989 to 2000."

"Like our purchase of the assets of Nautilus International, Inc.
in January 1999 and the subsequent turnaround and growth of
those operations, expansion through acquisitions is an important
part of our strategy. At the end of the second quarter, we
reported $94.7 million in cash and short term investments. We
believe this acquisition is an excellent use of our financial
and management resources, and offers significant growth

"We believe Schwinn Fitness' strong brand and quality fitness
products will be an excellent fit with our growing portfolio of
fitness and healthy lifestyle products," said Kevin Lamar,
President of Direct Focus. "Schwinn Fitness offers a popular
line of cardio-equipment, which includes treadmills, stationary
bikes and steppers sold under the Schwinn and Trimline brands.
These products will complement our Nautilus line of strength-
building products, and we expect to gain powerful distribution
synergies through the combined product lines and sales effort."

Due to the recent national tragedy and the timing of this
transaction, Direct Focus is not scheduling an immediate
conference call. The Company expects to hold a special
conference call to discuss the acquisition in more detail on
Monday, September 18, 2001 (2:00 PM Pacific/5:00 PM Eastern).
Further instructions will be announced.

Direct Focus, Inc. is a marketing company for fitness and
healthy lifestyle products with a direct business model. The
Company currently markets its Bowflex line of home fitness
equipment and Nautilus Sleep Systems directly to consumers,
using an effective combination of television advertising, 800-
call centers and Web sites.

The Company also sells its Nautilus commercial fitness equipment
directly to health clubs and other institutions, and its
Nautilus consumer fitness products through retail athletic
stores. The Company is headquartered in Vancouver, Washington.
Direct Focus is located on the Web at

SPORTS AUTHORITY: Extends Shareholders Rights Plan to 10 Years
The Sports Authority, Inc. (NYSE:TSA), the nation's largest
full-line sporting goods retailer, announced that it has
extended its Shareholder Rights Plan for an additional ten

The plan was adopted in September 1998 for a term expiring on
October 5, 2001. The plan will now expire on September 11, 2011.
The plan was also amended to reduce the exercise price of the
rights from $50 to $35.

Commenting on the plan's extension, Marty Hanaka, Chairman and
Chief Executive Officer, said, "The purpose of the plan is to
reduce the likelihood of certain types of offers for the
Company's common shares that may not offer fair value to all
shareholders, to reduce the likelihood of a third party
acquiring control of the Company without paying the shareholders
a fair control premium, and to preserve the bargaining power and
flexibility of the Board of Directors in dealing with potential
third party acquirers in order to seek to maximize value for all
shareholders. The plan is substantially similar to the rights
plans adopted by a large number of public companies in the
United States. The extension of the plan was not in response to
any present effort to acquire the Company."

The Sports Authority, Inc. is the nation's largest full-line
sporting goods retailer operating 198 stores in 32 states. The
Company's e-tailing website   
is operated by Global Sports Interactive, Inc. under a license
and e-commerce agreement.

In addition, an 8.4% Company-owned joint venture with JUSCO Co.,
Ltd. operates 30 "The Sports Authority" stores in Japan under a
licensing agreement.

In July, Standards & Poor affirmed its single-B corporate credit
and senior secured bank loan ratings and its triple-C-plus
subordinated debt rating on the company.

STEEL HEDDLE: Wire Business Sale Auction Slated for October 1
Steel Heddle Corp. asks for the Court's approval uniform bidding
and sale procedures for the Company's Wire Business assets.  The
company propose that Qualified Bids and objections to the Sale
be due no later than September 25, 2001 and the Auction to be
held on October 1, 2001 at the offices of Pachulski, Stang,
Ziehl, Young & Jones, P.C., in Wilmington, Delaware. Debtors
further propose that the Sale Hearing be held on October 3, 2001
or the first date convenient to the Court.

The company believes that the Assets of the Wire Business will
continue to depreciate in value and has agreed to conduct the
Wire Auction in an attempt to obtain the highest and best price
for the Wire Division. The company has set a base price for the
Assets, which establishes the minimum price for the sale of the

In order to avoid adversely affecting the bidding process at the
Auction, Debtors will not disclose the Base Price to the public.
Steel Heddle believes that the Wire Auction will enable Debtors
to obtain the highest and best offer for the Wire Business,
thereby maximizing the value of their estates.

In the event the company fails to receive a viable bid for the
Assets at the Wire Auction, Steel Heddle intends to withdraw the
Wire Sale. Accordingly, the company believes that proceeding
with the Wire Auction is in the best interest of the estates and
their creditors.

The company is currently operating under distressed operating
conditions, with only limited financing, which are expected to
continue for the foreseeable future.

The company tells the Court that they presently lack sufficient
financial support to continue operations for an extended period
of time and the delay in consummating a sale of the Wire
Business will reduce amounts available for creditors.

Accordingly, the Wire Auction and the Sale Hearing must occur on
an expedited basis to preserve the value of Debtors' assets and
yield the greatest possible return for the benefit of creditors.

SUN HEALTHCARE: Court Further Extends Lease Decision Period
Sun Healthcare Group, Inc. sought and obtained the Court's
authorization for a further extension of the time to assume or
reject their unexpired leases of nonresidential real property
and facility lease to and including the earlier of (a) December
13, 2001 and (b) the date on which an order is entered
confirming a plan of reorganization for the Debtors.

The unexpired leases are inextricably related to the core of the
Debtors' business operations. These operations involve, among
other things, the provision of long-term care services which
require facilities specifically tailored to the provision of
such care.

Thus, the unexpired leases are critical assets of the Debtors.
Inadequate time for making informed decisions may result in an
inadvertent rejection of a valuable lease or a premature
assumption of a burdensome lease,  which may lead to substantial
administrative expense obligations. Further, as long-term care
facilities house elderly and infirm residents, any inadvertent
or forced closure of a facility could adversely affect the
health and welfare of the residents.

However, the sheer number and complexity of the leases make it a
daunting task reaching informed decisions as to whether to
assume or reject the leases. In addition, as providers of long-
term care services, the Debtors are subject to an extensive
regulatory framework that will affect the assumption or
rejection decisions.

The Debtors remind the Court the progress that they have made,
for example, the Government Stipulation, the Transfer Procedures
and agreements with landlords, but negotiations with certain of
the landlords have been difficult and they need additional time
to make informed decisions with respect to the remaining
unexpired leases in their portfolio.

At the Debtors' behest, the Court granted the extension provided
that such extension of time is without prejudice to the right of
the Debtors' lessors to file an appropriate motion with the
Court for a hearing to consider a reduction of such time, and
without prejudice to the Debtors' right to request further
extensions of time within which they may assume or reject the
unexpired leases pursuant to section 365(d)(4) of the Bankruptcy
Code. (Sun Healthcare Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

TRANS WORLD: Bill Compton Will Retire as President on October 1
Captain William F. Compton, president of TWA Airlines LLC,
announced that he will retire from the company on October 1.

"As Chief Executive Officer of the former TWA, Captain Compton
played a pivotal role in restoring the carrier's operational
strength and the workforce's confidence, as well as guiding the
process that lead to our acquisition earlier this year," said
Donald J. Carty, chairman and CEO of American Airlines.

"Bill did a remarkable job of reversing the fortunes of TWA
under enormously difficult circumstances," Carty said. "In the
face of almost insurmountable odds, Bill kept the faith,
motivated thousands of dedicated employees, and shared with them
a vision that ultimately lead to a brighter and more secure

"It is with profound respect and gratitude that we acknowledge
Bill's service and wish him and his family every good wish in
the years ahead," Carty said.

"At the time of the acquisition, Don Carty asked me to stay on
board to help lead TWA into the transition. The transition is
now well underway and solidly on course for success, and it is
an appropriate time for me to move on. I do so with a deep sense
of gratitude -- to Don, to Bob Baker and to all of our
colleagues at American, who stepped up to a big challenge and
saved TWA, and to each of the tens of thousands of people of
TWA, past and present, whose professionalism and dedication made
and kept TWA the most storied name in airline history," Compton

TWA Airlines LLC Chairman and CEO Robert W. Baker praised
Captain Compton for his absolute dedication to the well-being of
TWA, its customers and its employees.

"Bill always recognized that customer satisfaction is the
bedrock of success in the highly competitive airline industry,"
Baker said. "He infused TWA's people with the spirit of this
service commitment, showing them how to make a great airline
even greater and lifting their spirits even in the darkest
of times. Bill is an executive of singular distinction, and it
has been a honor and privilege to know and serve with him."

Capt. Compton began his TWA career in 1968 flying Boeing 707
aircraft. He also has piloted 727, 767, DC-9, MD-80 and L1011
aircraft. As president, Capt. Compton maintained his rating as
an MD-80 captain and "flew the line" on a regular basis.

>From 1991 through 1995, Capt. Compton was chairman of the TWA
branch of the Air Line Pilots Association and a member of ALPA's
Executive Board. In the mid-1990s, he was a member of TWA's
Labor/Management Task Force and coordinated a company-wide
productivity task force.

Capt. Compton was named to the board of directors of Trans World
Airlines, Inc., in November 1993. The Board named him executive
vice president - operations in December 1996. In December 1997
he was named president and chief operating officer. On May 25,
1999 he was elected President and Chief Executive Officer.

Since Capt. Compton joined the management of the company, TWA
has gone from a perennial last-place finisher in the monthly
Department of Transportation on-time performance report to a
position of industry leadership in operational reliability. TWA
consistently ranks at or near the top of the industry in on-time
performance and schedule completion reliability. In 1998
and 1999, TWA earned the J.D. Power Award for customer
satisfaction. In 2000, TWA finished a close second among all
airlines in both the short-haul and long-haul J.D. Power Award
ranking. Another hallmark of Capt. Compton's leadership of TWA
was a massive aircraft replacement program, which included
the largest new aircraft order in the company's history. As a
result, TWA's fleet went from being the oldest among the major
airlines to one of the newest.

In 2001, Capt. Compton steered Trans World Airlines, Inc.,
through the agreement for American Airlines to acquire
substantially all of the assets of TWA. The agreement assured
that the jobs of approximately 20,000 TWA employees were
protected and continued at American and that the health
insurance benefits to TWA's retirees would continue. The
agreement preserved the St. Louis air service hub and service to
the communities on the TWA route map. TWA's customers also
benefited from the transaction through protection of their
accrued frequent flyer miles. On April 9, 2001 -- just
three months after announcement of the agreement -- the $4.2
billion transaction was completed. Capt. Compton became the
first president of TWA Airlines LLC, a subsidiary of American
Airlines established to facilitate the integration of the TWA
system into American.

Capt. Compton was educated at Miami-Dade College, graduating in
1967. He has been a guest lecturer at the Stanford University
Graduate School of Business/Law School. He serves on numerous
advisory panels, including the board of the Greater St. Louis
Council of the Boy Scouts of America, Civic Progress, the St.
Louis Regional Commerce and Growth Association, the St. Louis
Variety Club and Webster University.

TWA Airlines LLC is a subsidiary of American Airlines, Inc.
Together with its Trans World Express(R) and Trans World
Connection(SM) marketing partners TWA serves more than 160
destinations around the world with more than 1,000
daily flights.

USG CORP: Injury Claimants Hire Tersigni as Financial Advisor
The Official Committee of Asbestos Personal Injury Claimants of
USG Corporation asks the Court for permission to employ the New
York firm L. Tersigni Consulting P.C. as its accountant and
financial advisor.

Committee Member Edward Wally states that Tersigni provides
expert services regarding accounting, financial and valuation
matters in bankruptcy and litigation related matters.

Tersigni will perform services for the Committee including, but
not limited to:

      - Development of oversight methods and procedures so as to
enable the PI Committee to fulfill its responsibilities to
monitor the Debtors' financial affairs;

      - Interpretation and analysis of financial materials,
including accounting, tax, statistical, financial and economic
data, regarding the Debtors and other relevant parties;

      - Analysis and advice regarding additional accounting,
financial, valuation and related issues that may arise in
connection with plan negotiations and otherwise in the course of
these proceedings.

Mr. Wally elaborates that Mr. Loreto T. Tersigni, Tersigni
principal, has provided consulting and expert testimony services
in litigation matters such as The Babcock and Wilcox Company,
Pittsburgh Corning Corporation, Owens Corning Corporation,
Armstrong World Industries, and many others.

Mr. Wally states that the PI Committee believes that Tersigni's
services and both necessary and appropriate and will assist the
PI Committee in the negotiation, formulation, development, and
implementation of the plan of reorganization.

The PI Committee, through its counsel, has discussed the
possibility of sharing financial advisor services with counsel
for both the Official Committee of Unsecured Creditors (General
Committee) and the Official Committee of Asbestos Property
Damage Claimants (PD Committee).  

The PI Committee believes that it should have its own financial
advisor retained, but has agreed with other Committees to
attempt to utilize the services of the Committees' financial
advisors in such a way as to keep the Debtors' estates costs to
a minimum.

Subject to the Court's approval, Tersigni will be compensated on
an hourly basis to be paid by the Debtors:

      Mr. Loreto T. Tersigni                     $395.00
      Managing Director Level                    $300.00
      Director Level                             $275.00
      Senior Manager Level                       $275.00
      Manager Level                              $225.00
      Professional Staff Level                   $150.00-$175.00
      Paraprofessional Level                     $ 75.00

Mr. Wally assures the Court that to the best of the PI
Committee's knowledge, Tersigni is a "disinterested person"
within the meaning of 101(14) of the Bankruptcy Code and as
required by 327(c) and 328(a) of the Bankruptcy Code.

Also, Tersigni holds no interest adverse to the Debtors' estates
for the matters for which Tersigni is to be employed and
Tersigni has no connections to the Debtors, their creditors or
related parties herein.

Tersigni has and will continue to review its files and if any
conflicts or other disqualifying circumstances exist or arise,
Tersigni will supplement its disclosure to the Court. (USG
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

U.S. INTERACTIVE: Court Confirms 2nd Amended Reorganization Plan
U.S. Interactive, Inc. announced that the United States
Bankruptcy Court for the District of Delaware has confirmed the
second amended plan of reorganization and disclosure statement
in the Company's Chapter 11 proceedings. Full-text copies of the
Plan and Disclosure Statement are available at

Management of the Company anticipates that the approval of the
plan should pave the way for the Company's emergence from
The plan is designed to improve the balance sheet and financial
strength of the Company. The Company's principal creditors have
advised management that they presently intend to support the

VENTRO: Faces Nasdaq Delisting Due to Bid Price Non-Compliance
Ventro(TM) Corporation (Nasdaq:VNTR) received a notice of staff
determination dated September 5, 2001 indicating that the
Company is not in compliance with the $1.00 minimum bid price
requirement for continued listing as set forth in Marketplace
Rule 4450(a)(5).

Accordingly, Ventro's securities are subject to delisting from
The Nasdaq National Market.

Following Nasdaq's procedures, the Company has filed a request
for a hearing before the Nasdaq Listing Qualifications Panel to
review the staff determination. The request for a hearing defers
delisting, pending the Panel's decision. The hearing date will
be determined by Nasdaq and is expected to occur in mid to late

At the hearing, the Company intends to present a plan to regain
compliance and to request that the Panel permit the common stock
to remain listed. However, there can be no assurance that the
Panel will decide to allow the Company to remain listed or that
the Company's actions will prevent the delisting of its common

The Company's stock will continue to be listed and traded on the
Nasdaq National Market pending a final decision by the Panel.
With the exception of the minimum bid price requirement, the
Company is in compliance with all of Nasdaq's listing

In the event the Company's shares are delisted from the Nasdaq
National Market, the Company expects that its common stock will
continue to be listed and trade on the NASD's OTC Bulletin

"Ventro is committed to enhancing shareholder value as we
execute our business plan to become a leading provider of
collaborative commerce solutions," said David Zechnich, Ventro's
CFO. "We believe that the recent improvements in our financial
condition and the acquisition of NexPrise position us well for
future success. We have requested a hearing with the Nasdaq and
will try to demonstrate our ability to regain and maintain
compliance to remain a listed Nasdaq issuer."

Ventro Corporation is a pioneer in business-to-business e-
commerce. Ventro provides collaborative commerce solutions that
enable companies to manage key processes with their suppliers,
partners and customers, including complex procurement,
collaborative product development and program management. Ventro
Corporation is headquartered in Mountain View, California. For
more information, please visit

VENTUREQUEST: Seeks Debenture Financing Alternative
VentureQuest Group, Inc., a U.S. corporation, (VQGI on "Pink
Sheets") announced that its Board of Directors has authorized a
convertible debenture, dated September 10, 2001 for an amount
not to exceed US$500,000 to be issued in installments until the
end of the current fiscal year.

"The authorization of this Debenture by the Board provides the
Company with another financing alternative. We will, in
addition, continue to focus on increasing the Company's
financial resources through agreements with outside investors on
a project specific basis in order to minimize dilution to our
shareholders during these difficult market conditions", said
Eric Hutchingame, Chairman and CEO of VentureQuest.

Terms of the debenture provide an interest rate of 8% per annum
payable annually in arrears and also includes the option for
subscribers to convert the outstanding amount into the Company's
common shares at $0.04 per share, a discount of 11.1% from the
September 7, 2001 closing price of the stock. The debenture can
be converted at any time prior to the due date of September 6,

The closing price of the Company's stock on September 7, 2001
was $0.045 (four and one half cents) and therefore if the
Company issues the debenture in its entirety, and if it is fully
subscribed, and all subscribers elect to convert into the
Company's common stock, the Company will be obligated to issue
12,500,000 restricted common shares, plus any shares required to
satisfy any accrued and unpaid interest.

VentureQuest is in the business of acquiring and consolidating
emerging or underachieving transaction-based companies or
opportunities that provide recurring revenue from entertainment
or service transactions.

Historically, the Company's working capital needs have been
satisfied primarily through the Company's private placement of
securities and through other debt instruments, such as
convertible debentures.  The Company reasonably expects to
continue to do so in the future.  

At June 30, 2001, the Company had negative working capital of
$74,491 compared to $0 at December 31, 2000. The net decrease is
primarily attributed to the aggregate effect of the increase in
accounts payable and accrued liabilities in association with the
commencement of its operations and corporate  activities,  as
well as the reduction in value of the marketable securities  
held by the Company due to negative fluctuation in market price
during the reporting period.

At June 30, 2001, the Company had a note receivable of $195,082
representing a note due from an unrelated company in connection
with the sale of the Company's online casino operations.  Under
the terms of the sales agreement, the Company has agreed to
receive  payment on the note based on a percentage of gross
revenues  generated by the former  subsidiary.  

Also at June 30, 2001, the Company had $11,587 in cash  compared
to $ 0 at December 31, 2000.  At June 30, 2001, the Company held
$178,770 in marketable  securities  compared with $0 at December
31, 2000. The increases are due to the reverse  merger and  
acquisition of the Company by Gamecasters.

Its total current liabilities, at the end of June, stood at
$276,081, exceeding its total current assets of $201,580.

WEIRTON STEEL: Reaches Tentative Agreement with Guard Union
Weirton Steel Corp. (OTC Bulletin Board: WRTL) announced it has
reached a tentative agreement for a new labor contract with the
Independent Guard Union (IGU).

Talks were held during the past week as part of the company's
recently announced restructuring plan. Details of the tentative
accord, affecting 23 security personnel, will be available after
IGU President Joe Balzano has reviewed the labor package with
his membership.

"We'll meet with our members this Friday to review the package.
They will then have a five-day period in which to vote," Balzano

WHEELING-PITTSBURGH: Extends Labor Pact with USWA to Feb 2006
Wheeling-Pittsburgh Steel Corporation confirmed that it has
reached a tentative agreement with the United Steelworkers of
America to modify and extend the current labor contract until
February 2006.

The agreement is subject to approval by the company's board of
directors and the bankruptcy court, as well as a ratification
vote by employees who are members of the USWA union.

Details of the tentative pact are not being released at this
time. Wheeling-Pittsburgh Steel and the USWA began discussion on
the contract extension on Aug. 20. The company's current
contract with the USWA runs through Sept. 1, 2002.

"The agreement is a key element in the company's plan to
successfully reorganize," said Daniel C. Keaton, Senior Vice
President of Human Resources and Public Relations. "The cost-
reduction initiatives included will ensure that Wheeling-
Pittsburgh Steel can withstand the current market conditions and
successfully emerge from bankruptcy protection."

Wheeling-Pittsburgh Steel President and CEO James G. Bradley
stated, "I am proud of our employees and believe that this
agreement lays the foundation for the company's future success.
It also represents the commitment of every employee to preserve
jobs, and demonstrates their determination not to allow this
company to succumb to illegal foreign steel dumping."

Wheeling-Pittsburgh Steel is the ninth largest domestic
integrated steelmaker. It filed for Chapter 11 bankruptcy
protection on Nov. 16, 2000.

WHEELING-PITTSBURGH: USWA Says Pact Crucial to Avoid Liquidation
The United Steelworkers of America (USWA) announced that the new
tentative agreement it has reached on changes to its 1996
contract with Wheeling-Pittsburgh Steel is the first step
necessary to bring the ailing steel company out of Chapter 11
Bankruptcy and to prevent it from sliding toward liquidation.

"This tentative agreement represents our Union doing more than
its fair share in stabilizing Wheeling-Pitt," said USWA
International President Leo W. Gerard. "Now it's crucial that
the federal government provide help through Emergency Steel Loan
Guarantees and for the Company's other stakeholders to
participate as well."

The proposed Modified Labor Agreement (MLA) preserves all of
Wheeling-Pitt's current steel operations and health care
benefits for the company's current and future retirees. It would
also provide employees 20% ownership in the company when it
emerges from Bankruptcy.

"We believe this agreement provides Wheeling-Pittsburgh Steel
with the tools the company needs to remain a viable employer in
the future," said USWA District 1 Director and lead USWA
negotiator David McCall, "and we did it without saddling our
members and retirees with unbearable costs."

Under the proposed agreement, all of the company's workers,
union and non-union, will take a temporary wage reduction, and
scheduled wage increases will be delayed but not eliminated. The
company will lay off some hourly workers, but it will also lay
off a proportional number of salaried personnel.

The pension plan has been significantly improved. A "30-and-out"
provision will enable workers with 30 years of service to retire
with full pensions -- even before the age of 62. In addition,
workers will participate in a new profit sharing plan, once the
company emerges from Bankruptcy.

Other improvements include tougher restrictions on company use
of outside contractors and significant union input in decisions
affecting the future of the company.

WINSTAR COMMS: Amends Blackstone's Engagement as Finance Advisor
Winstar Communications, Inc. submits an amended application for
an entry of an order authorizing the employment & retention of
Blackstone Group L.P. as financial advisor to the Debtors,
effective as of the date of commencement of these cases.  The
Debtors have requested Blackstone to serve as their Merger &
Acquisitions Advisor to provide the financial advisory services
and indicated that they no longer require the broad financial
advisory services previously applied for.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP states that the Debtors believe it is in the best interest
of their creditors and their estates for the Debtors to retain
Blackstone to analyze various potential transactions to
determine the best means for maximizing value for creditors.  

The Debtors believe that the interest of their estates are best
served by focusing Blackstone's efforts on their services in
connection with:

   a) sale of the Debtors;

   b) sale of all or substantially all of the assets of the

   c) investment in the Debtors by a third party under a plan of

   d) merger, acquisition or other similar transaction by the
      Debtors in one or a series of transactions;

Specifically, Blackstone will assist the Debtors by:

   a) Assisting in the development of financial data and
      presentations to the Debtors' Board of Directors, various
      creditors and other third parties regarding a transaction;

   b) Assisting the Debtors in preparing marketing materials in
      conjunction with a possible Transaction;

   c) Assisting in identifying potential buyers or parties in
      interest to a Transaction and assist in the due diligence

   d) Assisting and advising the Debtors concerning the terms,
      conditions and impact of any proposed transaction;

   e) Negotiating a transaction with potential buyers;

   f) Providing expert testimony with respect to any transaction
      and bidding process;

The Debtors have agreed to pay Blackstone:

   a) a $200,000 Monthly Advisory Fee for each of the two months
      during the period May 6 through July 5, 2001 for services
      rendered in accordance with the previous agreement;

   b) a $100,000 monthly advisory fee for the period commencing
      July 6, 2001 for services rendered under the present
      agreement, initial and subsequent payments shall be
      payable in advance commencing July 6, 2001;

   c) a transaction fee equivalent to 1% of the first
      $200,000,000 of consideration plus 1.25% of the
      consideration above $200,000,000 payable in cash upon
      consummation of the transaction; and

   d) reimbursement of all necessary and reasonable out-of-
      pocket expenses commencing on April 6, 2001, incurred
      during this engagement payable upon rendition of invoices
      setting forth in reasonable detail the nature and amount
      of expenses. (Winstar Bankruptcy News, Issue No. 11;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   

             The Relationship of the Growth of Chicago to the
             Rise of its Land Values, 1830-1933
Author:       Homer Hoyt
Publisher:    Beard Books
Soft cover:   519 pages
List Price:   $34.95

Review by Gail Owens Hoelscher

This book represents the first comprehensive study of land
values in a large city over a long period of time.  The author's
goal was to trace cyclical fluctuations in land values in an
American city, in the expectation of contributing to the policy
debate on taxing real estate investments.  He managed to achieve
much more, however.  Indeed, from the viewpoint of land values,
he offers a fascinating general history of Chicago through the
early 1930s.  He very skillfully interweaves the city's social
and economic history into its land economic history, and
interprets the interrelationships among them.

The book covers the years 1830-1933, a period of dizzying
growth, during which time Chicago grew from a cluster of a dozen
log huts at the site where the Chicago River meets Lake
Michigan, to a booming city of 211 square miles and a population
of almost 3.5 million.  Over those hundred years, ground value
grew from a few thousand dollars to more than $5 billion.  And
what a century it was, a roller coaster of the railroad boom,
the Civil War, the Great Chicago Fire, the first skyscrapers,
the first World's Fair, World War I, and the Great Depression.

The reader is immediately struck by the sheer size of the
research project the author designed and undertook.  He examined
thousands of actual real estate sales and compared them with the
appraisals and opinions of real estate dealers.  He researched
and had drawn 103 maps showing land values of specific sections
of the city in various years; the evolution of the railroad; the
growth of public transportation (from horse-car lines and
street-car lines to elevated lines); sewer construction; the
distribution of buildings of various heights; population
densities; and residential areas by predominant ethnic group,
among others.  There are 103 data tables as well, including the
value of various buildings in different years; construction of
infrastructure; number and types of registered vehicles;
employment and wages; mortgage rates and amounts; property sales
and rents; and various comparisons with cities of similar size.

The author defines a real estate cycle as "the composite effect
of the cyclical movements of a series of forces that are to a
certain degree independent and yet which communicate impulses to
each other in a time sequence, so that when the initial or
primary factor appears it tends to set the others in motion in a
definite order."  He found that in Chicago during the period
studied, these forces, in the order in which they appeared, were
population growth; rent levels and operating costs of existing
buildings and new construction; land values; and subdivision
activity.  He divides these forces into 20 "events," all the way
from the first, "gross rents begin to rise rapidly;" through to
the sixth, "volume of building is stimulated by easy credit;"
the eleventh, "lavish expenditure for public improvements;" the
seventeenth, "banks reverse their boom policy on real estate,"
leading to stagnation and foreclosures; the nineteenth, "the
wreckage is cleared away;" and finally, "ready for another

One Hundred Years of Land Values in Chicago is a source of
invaluable data and analysis for students of urban land
economics as well as for students of American history. The
author noted that "with all its kaleidoscopic neighborhoods and
its babble of tongues.with all its rough edges and its
bluntness, Chicago is a city with a unique and magnetic
personality." And worth reading about.


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  

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 Go 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
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

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

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