TCR_Public/010917.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, September 17, 2001, Vol. 5, No. 181

                          Headlines

360NETWORKS: Qwest Moves to Terminate Fiber Agreements
AMES DEPARTMENT: Pays Prepetition Obligations to Foreign Vendors
AT HOME: Sells BlueMountain to AmericanGreetings for $35 Million
AT HOME: Mark McEachen Resigns as Chief Financial Officer
COMDISCO: Committee Members Pitch Trading Wall Protocol

COVAD COMMS: U.S. Trustee Balks at Houlihan Transaction Fees
CYBERIAN OUTPOST: Sells Assets to Fry's Electronics
CYBERIAN OUTPOST: Pulls Plug on Merger with PC Connection
FDN INC: Seeking Funding Options to Bring In Needed Capital
FINOVA GROUP: BankVest Has Until Sept. 30 to File Cure Claims

FREEPORT MCMORAN: Unitholders To Decide on Indenture By Oct. 5
GC COMPANIES: Third-Quarter Net Loss Widens to $15.1 Million
GENERAL KINETICS: Reduction in Gov't Defense Spending Hurt Sales
GENESIS HEALTH: Court Denies 11th-Hour Bid for Equity Committee
GLENOIT CORP: Sells Fabrics Unit to Specialty Fabrics For $20MM

HARNISCHFEGER: Seeks Expungement of 31 Claims Totaling $3.7MM
IBEAM BROADCASTING: Nasdaq Will Effectuate Reverse Stock Split
IMPERIAL SUGAR: Gets Okay to Extend Property Insurance Policy
INACOM CORP: American Home Products Agrees to Pay Debtor $1.05MM
INTEGRATED HEALTH: Seeks Okay to Reject Manor-Greenville Lease

INTERPLAY ENTERPRISES: Taps Europlay 1 as Restructuring Advisor
INTERNATIONAL TOTAL: Files Chapter 11 Petition in E.D. New York
JAM JOE: Official Committee of Unsecured Creditors Appointed
LAIDLAW INC: Seeks Okay to Assume Insurance Agreement with AIG
LIQUITEK: Will Raise $7.5M in Debentures to Meet Capital Needs

LTV CORP: Noteholders Panel Push For Denial of UST Stay Appeal
META GROUP: Taps Levine as New President to Lead Restructuring
NETACTIVE INC: Files for Bankruptcy Protection in Canada
NETCENTIVES: Downsizes Workforce By 50
OWENS CORNING: Deloitte Demands Payment of Administrative Claim

PACIFIC GAS: Assumes Amended PPAs with Hypower and QFs
PILLOWTEX CORP: GE Capital Seeks Relief From Stay
PRECISION METALS: US Trustee Appoints Unsecureds Committee
PRECISION SPECIALTY: Gets Approval of Permanent DIP Financing
SPORTS AUTHORITY: Names Paul Fulchino as Newest Director

STEEL HEDDLE: Seeks Court Approval to Sell Textile Operations
SUN HEALTHCARE: Engages ADP to Perform Benefits Administration
TELEX COMMS: Proposes Restructuring Plan to Cut Outstanding Debt
TELIGENT: Invites Bids For the Substantial Sale of Assets
TRICO STEEL: Exclusive Filing Period Extended to November 24

U.S. MINERAL: Gets Court Approval to Obtain C.I.T Group Loan
WARNACO: Seeks Time Extension on Distribution Facility Leases
WINSTAR COMMS: Inks Settlement Agreement with Qwest
WINSTAR COMMS: Sells Certain Interests in EBC for $20 Million

BOND PRICING: For the week of September 17 - 21, 2001

                          *********

360NETWORKS: Qwest Moves to Terminate Fiber Agreements
------------------------------------------------------
Qwest Communications Corporation is a party to two different
agreements with: (1) WFI Fiber, Inc.; and (2) Worldwide Fiber,
Inc., both are predecessor entities to 360networks inc.

The November 30, 1999 IRU Agreement obligated the Debtors to
design, engineer, install, and construct a fiber optic
communication system from Toronto to Ottawa, Ottawa to Montreal,
and Toronto to Buffalo to the extent that the system was not
already in place.

The March 31,2000 IRU Agreement obligated the Debtors to design,
engineer, install, and construct a fiber optic communication
system from East St. Louis, Illinois to New Orleans, Louisiana,
to the extent that the system was not already in place.

Under these agreements, Andrew Sherman, Esq., at Sills, Cummis,
Radin Tischman, Epstien & Gross, in New York, explains Qwest has
the exclusive right to use "dark fibers" in the Debtors' fiber
optic communication system and a nonexclusive right to use
associated property needed for the use of the dark fibers.

Because the Debtors' system had not yet been constructed, Mr.
Sherman relates that the agreements set forth construction
specifications and provided that the dark fibers would either
meet or exceed the fiber specifications set forth in the
agreements.  Mr. Sherman explains that the agreements provide
that if, after the Debtors constructed the User Fibers and
tested them, and Qwest was dissatisfied with the User Fibers,
Qwest could reject the User Fibers.  This would obligate the
Debtors to use their good faith efforts to cure the defects in
the User Fibers, Mr. Sherman says.

On June 12, 2001, Mr. Sherman relates the Debtors sent Qwest a
completion notice pursuant to the March Agreement.  According to
Mr. Sherman, Qwest promptly tested the network and learned that
the fibers did not meet the specifications in the March
Agreement.  But before Qwest could send its notice of defect,
Mr. Sherman explains, the Debtors filed their bankruptcy
petitions and therefore prevented Qwest from doing so.

On June 18, 2001, Mr. Sherman says, the Debtors sent Qwest a
completion notice pursuant to the November Agreement.  Again,
Mr. Sherman claims Qwest promptly tested the network and
discovered that the fibers did not satisfy the specifications in
the November Agreement.  Before it could send its rejection
letter, the Debtors filed their bankruptcy petitions and the
Canadian insolvency proceedings, which prevented Qwest from
rejecting the fibers in accordance with the terms of the
November Agreement.

Thus, Qwest files a motion seeking relief from the automatic
stay for the limited purpose of permitting it to send a written
rejection of both the Debtors' tender of the fibers and to
require the Debtors to correct the defects in accordance with
their obligations under the March Agreement and the November
Agreement.

If the relief requested is not granted, Mr. Sherman tells Judge
Gropper that Qwest would not be able to reject the tender of the
fibers and may be irreparably harmed if the fibers are "deemed"
accepted. (360 Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


AMES DEPARTMENT: Pays Prepetition Obligations to Foreign Vendors
----------------------------------------------------------------
In the ordinary course of their businesses, Ames Department
Stores, Inc. purchases substantial quantities of merchandise
from vendors in foreign countries either directly or through
third party agents who facilitate the purchase, inspection, and
shipping of goods acquired overseas.  

The Debtors currently owe pre-petition obligations to the
Foreign Vendors, exclusive of those claims secured by
irrevocable letters of credit, in the approximate aggregate
amount of $28,200,000, which includes $1,700,000 payable to the
third party agents.

By this motion, the Debtors sought and obtained authority to pay
any pre-petition obligations owed to certain foreign creditors
in the ordinary course of business.

David S. Lissy, Esq., Ames' Senior Vice President and General
Counsel submits that the relief requested herein is necessary
and appropriate because unpaid Foreign Vendors may take
enforcement action under local law, seize the Debtors'
merchandise or other assets located in foreign countries, or
refuse to provide any additional goods or services to the
Debtors until their claims are paid in full.  

Mr. Lissy discloses that the Foreign Vendors are holding for
sale to the Debtors merchandise and other assets located outside
of the United States having an aggregate retail value of
$54,000,000.  

Mr. Lissy contends that although the automatic stay prevents
such actions, enforcement of such stay outside the United States
is not practical in these circumstances, especially against
foreign vendors lacking contacts with the United States.

Mr. Lissy relates that the Debtors must protect their foreign
assets and maintain their ability to purchase merchandise from
the Foreign Vendors who provide the Debtors with a wide array of
merchandise and services at competitive prices.  

In light of the substantial, immediate, and irreparable harm to
the Debtors' business operations if the Foreign Obligations are
not paid, the Debtors submit that cause exists for the entry of
an order authorizing such payment. (AMES Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AT HOME: Sells BlueMountain to AmericanGreetings for $35 Million
----------------------------------------------------------------
American Greetings Corporation (NYSE: AM) announced its online
subsidiary, AmericanGreetings.com, has acquired the
BlueMountain.com business from Excite@Home (Nasdaq: ATHM) for
$35 million in cash.

Combining BlueMountain.com with AmericanGreetings.com will
result in the world's leading provider of electronic greetings.
"BlueMountain.com is an online pioneer and one of the Internet's
most recognizable names," said Josef Mandelbaum, CEO of
AmericanGreetings.com. "We are excited to welcome
BlueMountain.com to our existing family of sites, along with
AmericanGreetings.com, Egreetings.com, and BeatGreets.com. Our
customers and partners can expect us to continue to provide them
with unparalleled products and services."

"The American Greetings family is a natural home for
BlueMountain.com," said Matt Jones, chief operating officer for
Excite@Home. "For Excite@Home, the sale of BlueMountain.com maps
to our action plan to focus on broadband and to bolster our cash
position and lower operating costs."

                       Top 10 Web Site

The electronic greetings channel has seen tremendous growth
since its inception in 1996 with more than 50 percent of the
United States population and 85 percent of all Internet users
visiting a greetings site annually.

The combined reach of AmericanGreetings.com, Egreetings,
Beatgreets.com and BlueMountain.com will exceed 100 million
unique visitors each year, according to Jupiter MediaMetrix. On
a monthly basis the combined company will be a top 10-web
property in terms of unique visitors according to
Nielsen//NetRatings rankings. American Greetings acquired
Egreetings and BeatGreets in March of this year.

"The acquisition gives American Greetings the opportunity to
further utilize for consumers worldwide our core competency of
creative expressions, regardless of the channel," said Jim
Spira, president and chief operating officer of American
Greetings and chairman of AmericanGreetings.com. "Our philosophy
is that whether it's a paper or electronic greeting,
communication spurs communication. An electronic greeting from
you to me today may lead to a paper greeting from me to you
tomorrow."

                 Profitability Goals Reaffirmed

American Greetings believes the acquisition will not change its
online subsidiary's previously stated goal of reaching
profitability in the fourth quarter of the current calendar
year. Moreover, the acquisition should enhance profitability in
calendar year 2002 and beyond by expanding revenue opportunities
over several categories, including online advertising, paid
content, business-to-business marketing services and electronic
commerce.

"With the profitability of AmericanGreetings.com in clear sight,
American Greetings is seizing the opportunity to firmly
establish its leadership position during this transformational
moment in the rapidly growing and constantly evolving electronic
channel of the social expressions industry," Spira said.

The acquisition also gives American Greetings additional
opportunities to utilize the Internet for its valued retail
partners with an expanded consumer base. Since February, the
company has provided online visitors with value- added coupons
to redeem on greeting card purchases at its retail partners'
stores nationwide, with a redemption rate on those offers that
is about 10 times the industry average.

              Continuing Partnership with Excite@Home

Separately, along with the agreement to purchase
BlueMountain.com, American Greetings is executing an operating
agreement with Excite@Home that will extend the relationship
between BlueMountain.com and Excite@Home.

In this agreement, BlueMountain.com will continue to be the
preferred provider of electronic greetings for the Excite
Network for the next three years. Excite@Home is purchasing
approximately $3 million in advertising on the
AmericanGreetings.com and BlueMountain.com Web sites, promoting
the Excite Network.

American Greetings Corporation (NYSE: AM) is the world's largest
publicly held creator, manufacturer and distributor of greeting
cards and social expression products. Its staff of artists,
designers and writers comprises one of the largest creative
departments in the world and helps consumers "say it best" by
supplying more than 15,000 greeting card designs to retail
outlets in nearly every English-speaking country.

Located in Cleveland, Ohio, American Greetings drives annual
sales of more than $2.5 billion. For more information on the
company, visit  http//www.americangreetings.com  on the World
Wide Web.

AmericanGreetings.com is the online greetings and personal
expression subsidiary of American Greetings.
AmericanGreetings.com is consistently ranked as one of the
world's top Web sites, with an average of more than 17
million monthly unique visitors, according to  
Nielsen//NetRatings. Through partnerships with AOL, MSN and
Yahoo!, AmericanGreetings.com (AOL Keyword: AG) and its
affiliates reach 85 percent of all Web users. It offers the
largest creative selection available on the Web. Along with its
flagship site, AmericanGreetings.com operates the Egreetings
Network and BeatGreets, which features musical greetings from
more than 200 artists.

BlueMountain.com is an electronic greeting card publisher that
offers free animated and musical greeting cards that consumers
can email to anyone on the Internet. BlueMountain.com offers
thousands of cards in nine languages.


AT HOME: Mark McEachen Resigns as Chief Financial Officer
---------------------------------------------------------
Excite@Home (Nasdaq: ATHM) announced that Mark McEachen,
executive vice president and chief financial officer, has
resigned and will leave the company to pursue other
opportunities, effective September 9, 2001. The Company is
actively seeking a replacement.

Excite@Home is the leader in broadband, offering consumers
residential broadband services and businesses high-speed
commercial services. Excite@Home has interests in two joint
ventures outside of North America delivering high-speed Internet
services, one of which also operates a localized version of the
Excite portal, and three additional joint ventures outside of
North America operating localized versions of the Excite portal.


COMDISCO: Committee Members Pitch Trading Wall Protocol
-------------------------------------------------------
Several members of the Official Committee of Unsecured Creditors
of Comdisco, Inc. may resign if the Court will not immediately
issue an order establishing the procedures of a Trading Wall.

About 8 out of the 9 Committee members are involved in the
business of holding and trading securities.

Richard G. Mason, Esq., at Wachtell, Lipton, Rosen & Katz, in
New York, explains that a Committee member who is in the
business of trading in securities or providing advisory services
has a fiduciary duty to maximize returns for its clients through
the buying and selling of securities.  

At the same time, Mr. Mason says, such Committee members and
their affiliates also owe a fiduciary duty to other creditors
not to divulge any confidential or "inside" information
regarding the Debtors.

Faced with such conflict, the Committee member would have to
choose one duty over the other.

So if a Securities Trading Committee Member is barred from
trading the Securities during the pendency of the Bankruptcy
Cases because of its duties to other creditors, Mr. Mason says,
such member may also risk the loss of a beneficial investment
opportunity for its clients resulting to a breach in their
fiduciary duty to such clients.

On the other hand, Mr. Mason notes that if a Securities Trading
Committee Member resigns from the Committee, the member will be
taking a less active role in the reorganization process, which
may compromise the company's interests.

But the Committee contends that creditors, who trade securities
or perform investment advisory services, should not be forced to
choose between serving on the Committee and risking the loss of
beneficial investment opportunities for their clients.  

According to Mr. Mason, the solution to these problems is to
allow those Committee members to trade in the Securities and
remain productive members of the Committee -- as long as they
adopt the proposed Trading Wall procedures.

The proposed Trading Wall includes these information-blocking
procedures:

  (1) the Securities Trading Committee Member shall cause all of
      its Committee Personnel to execute a letter acknowledging
      that they may receive non-public information and that they
      are aware of the Order and the Trading Wall procedures,
      which are in effect with respect to the Securities;

  (2) Committee Personnel will not share non-public Committee
      information with any other employees of such Securities
      Trading Committee Member (except employees of such
      Securities Trading Committee Member that, due to such
      employees' duties and responsibilities, have a need to
      know such information (including without limitation senior
      management with direct and indirect oversight
      responsibility over the work or activities of the
      Committee Personnel with respect to their participation of
      the Committee), employees providing assistance to the
      Committee Personnel, and regulatory, compliance, auditing
      and legal personnel, in each case who will not share such
      non-public Committee information with other employees);

  (3) Committee Personnel will keep non-public information
      generated from Committee activities in files inaccessible
      to other employees;

  (4) Committee Personnel will receive no information regarding
      Securities Trading Committee Member's trades in Securities
      in advance of such trades, except that Committee Personnel
      may receive the usual and customary internal and public
      reports showing the Securities Trading Committee Member's
      purchases and sales and the amount and class of claims and
      securities owned by such Securities Trading Committee
      Member, including the Securities; and

  (5) the Securities Trading Committee Member's compliance
      department personnel shall review from time to time the
      Trading Wall procedures employed by the Securities Trading
      Committee Member as necessary to insure compliance with
      the Order and shall keep and maintain records of their
      review.

The Committee further proposes that any Securities Trading
Committee Member's personnel, who receives written or oral
directions from their clients to redeem all or a portion of such
client's investments, may sell any securities to comply with the
client's redemption directions.

Mr. Mason adds that the Court should also issue an order
determining that any such sale will not violate the member's
fiduciary duties as a Committee member, and therefore, will not
subject its claims to possible disallowance, subordination, or
otherwise adverse treatment by trading in the securities,
including the Securities during the pendency of the Bankruptcy
Cases.

In sum, the Committee contends that current or future members
that trade in securities as a regular part of its business
should be permitted continue trading during the pendency of
these cases, provided that it establish, effectively implement
and strictly adhere to the Trading Wall procedures.

Mr. Mason explains that the purpose of the trading wall
procedures is provide a Court-approved screening mechanism by
which Committee members, involved in the business of holding and
trading securities for others, may effect trades in the Debtors'
public debt for other than their own account without
jeopardizing their right to participate as creditors for the
Debtors' debt they hold for their own account.

Mr. Mason appeals to Judge Barliant to immediately approve the
Trading Wall procedures because the resignation of a Committee
member would not only be disruptive to the Committee's
performance of its duties, but might cause a loss in the
Committee's collective business and restructuring experience.

According to Mr. Mason, the Committee has consulted with the
United States Trustee and the United States Securities and
Exchange Commission regarding this matter.  The Committee
believes the United States Trustee and the SEC will not object
to the proposed Trading Wall procedures. (Comdisco Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


COVAD COMMS: U.S. Trustee Balks at Houlihan Transaction Fees
------------------------------------------------------------
Patricia A. Staiano, the United States Trustee objects to
Debtor's Application Authorizing the Employment and Retention of
Houlihan, Lokey, Howard & Zukin Capital as Restructuring
Advisors and Investment Banker for Covad Communications Group,
Inc.

The U.S. Trustee complains that:

A. Given that a representative of Houlihan previously testified
   before this Court that Houlihan never acts as an investment
   banker, this Court should reject the Debtor's application to
   the extent that it is seeking to have Houlihan  provide
   investment banking services, as Houlihan by its own admission
   is not qualified to do so.

B. The Debtor seeks to waive the requirement that Houlihan keep
   time records and provide those records to this Court with its
   fee applications.  Initially, the Application does not comply
   with Local Rule 2016-2(h) because the caption of the
   Application does not expressly state that the Debtor is
   seeking a waiver of the information requirements of that
   Rule.  Furthermore, given the level of compensation Houlihan
   is seeking in these cases, the waiver request is inherently
   unreasonable and should be rejected.

C. The Debtor seeks to pay Houlihan in a manner inconsistent
   with the proposed administrative order.

D. The quantum of the Monthly Fee should be substantially
   reduced as Houlihan is not qualified to provide investment
   banking services, as noted above.  Furthermore, given that
   this case is a pre-negotiated case where the Debtor has
   already filed its disclosure statement and plan, it would
   appear reasonable to ask:

   1. pending approval of the disclosure statement and plan,
      what further restructuring advice needs to be rendered to
      the Debtor; and

   2. if such advice is necessary, whether Arthur Andersen could
      provide such advice on an hourly basis to the estate's
      benefit.

E. The Transaction Fee should be rejected as a performance-based
   fee which is not tied to performance.  Houlihan is seeking to
   take credit for what is the inevitable result of the
   bankruptcy process, debt is restructured, compromised or
   forgiven.  Indeed, the amount of debt restructured,
   compromised or forgiven in this case will have nothing to do
   with Houlihan's work product and a lot to do with the
   Debtor's business decisions and prevailing market conditions
   prior to the Debtor's retention of Houlihan.  At bottom, the
   premise of the Transaction Fee seems to be the worse the
   situation is for creditors, the better the situation is for
   Houlihan.  This Court should not sanction that proposition.

F. The Debtor seeks a determination that the compensation terms
   contained in the Agreement are reasonable under the
   Bankruptcy Code.  This Court should reserve determination as
   to the reasonableness of the compensation terms until after
   it have had an opportunity to review Houlihan's time records
   and work product.

G. The Debtor seeks approval of a fee tail provision which may
   be inappropriate in certain circumstances.

H. The Debtor seeks to pay the reasonable fees of Houlihan's
   counsel.  The estate should not bear the cost when Houlihan
   elects to protect its own interests.

I. The Application contains an indemnification provision, which
   is inappropriate and provides no benefit to the estate.

J. The Application contains a provision with respect to the
   provision of Other Services.  To the extent that Houlihan and
   the Debtor reach any agreement subsequent to the filing of
   the Application, it will have to be approved by this Court
   after appropriate notice.

K. The Application contains a limited payment history, which
   does not provide detail sufficient for this Court to
   determine whether Houlihan may have received one or more
   preferential transfers. The determination as to whether
   Houlihan received a preferential transfer is a prerequisite
   for evaluating Houlihan's fitness to be retained as
   professional.

L. Houlihan has an affiliate, Sunrise Capital Partners, LP,
   which invests in distressed  entities.  The Application makes
   no disclosures regarding any past or present interest of
   Sunrise in the Debtor and/or any plan of Sunrise to invest in
   the Debtor in the future. Any connection which Sunrise has
   with the Debtor should be disclosed. (Covad Bankruptcy News,
   Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)    


CYBERIAN OUTPOST: Sells Assets to Fry's Electronics
---------------------------------------------------
Cyberian Outpost, Inc. (Outpost.com) (NASDAQ: COOL),
a leading Internet provider of consumer technology and e-
business services, announced that it has reached an agreement
with Fry's Electronics, Inc. pursuant to which Fry's will
acquire Cyberian Outpost for $0.25 per share in cash.  

Fry's is a closely held private company and leading retail
electronics supplier for the Hi-tech Professional.  The
agreement will become effective upon the termination of Cyberian
Outpost's existing merger agreement with PC Connection, Inc.,
which Cyberian Outpost expects to occur when PC Connection is
repaid loans it previously made to Cyberian Outpost.  

The Boards of Cyberian Outpost and Fry's have unanimously
approved the transaction and expect it to close in the fourth
quarter of 2001.  The transaction is subject to approval of
Cyberian Outpost's stockholders and to other closing conditions.

In addition, Fry's Electronics has agreed to loan Cyberian
Outpost up to $13 million to repay PC Connection, pay off
Cyberian Outpost's secured debt and provide funds for working
capital.  The loan will be secured by all of Cyberian Outpost's
assets.

In announcing the transaction, Darryl Peck, President and Chief
Executive Officer of Cyberian Outpost, stated, "We are excited
about this opportunity to combine our resources with Fry's
Electronics and are looking forward to a long-lasting,
successful relationship."  RBC Dain Rauscher Wessels advised
Outpost.com in connection with this transaction.

Sunnyvale, CA-based Fry's Electronics, Inc. was founded in 1985
in a 20,000 square foot location by the three Fry brothers,
John, Randy, and Dave, and Kathy Kolder.  All of the founders
are actively involved in the daily operation of the business.  
Fry's was founded as a Silicon Valley retail electronics store
in order to provide a one-stop-shopping environment for the Hi-
tech Professional.

Fry's has been keeping Hi-Tech Professionals supplied with
products representing the latest technological trends and
advances in the personal computer marketplace for almost 15
years. Fry's retails over 50,000 electronics items within each
store. There are currently six stores in Northern California and
six stores in Southern California, four stores in Texas, two
stores in Arizona, and one store in Oregon. The stores range in
size from 50,000 to over 180,000 square feet.

Kent, CT-based Cyberian Outpost (Outpost.com) was founded in
1995.  The company, a pioneer in online sales, has approximately
1.4 million customers worldwide. Cyberian Outpost reported net
revenue of $355 million for the fiscal year ended February 28,
2001.  The company will continue to operate under its own brand
from its current facilities.  Darryl Peck will remain with the
company after the acquisition.

Cyberian Outpost, Inc. (Outpost.com) established in 1995, is a
leading Internet retailer of consumer technology products and
has recently expanded its business model to offer its
outstanding customer shopping experience to a number of highly
visible partners.  Additionally, Outpost.com e-Business Services
provides solutions encompassing site design, site maintenance,
order management and fulfillment.  These partnerships build on
the strength of the Outpost.com #1 top-rated consumer shopping
experience on the Web as rated by the on-line rating service
Bizrate.com and the 2000 and 1999 #1 PowerRanking for Computing
by Forrester Research.  Today, Outpost.com has an existing base
of approximately 1.4 million customers and approximately 4
million visitors per month to its Website.

Fry's Electronics, Inc., a closely held private company, is a
retail electronics supplier for the Hi-tech Professional.  Fry's
retails over 50,000 electronic items within each of its nineteen
stores.  

All of its stores sell, service, and support: computer hardware
and software products, technical books, I.C.'s, electronic
components and accessories, audio, car audio, video,
telecommunications, appliances and personal electronics, music
CD's, DVD's, as well as convenience and general merchandise
items.  Fry's services the Hi-Tech Professional by focusing on
its motto of always providing each customer with fast, friendly,
and courteous service. Fry's has become the place where a
technical customer can shop with confidence and comfort for the
latest in technology products.

Certain directors and executive officers of Cyberian Outpost may
have direct or indirect interests in the merger due to
securities holdings, vesting of options, and rights to severance
payments if their employment is terminated following the merger.  
In addition, directors and officers, after the merger, will be
indemnified by Fry's, and benefit from insurance coverage, for
liabilities that may arise from their service as directors and
officers of Cyberian Outpost prior to the merger. Additional
information regarding the participants in the solicitation will
be contained in the Company's Proxy Statement.

                            *  *  *

The Company has experienced significant operating losses since
inception. At the end of May, the Company's total current
liabilities stood at $19.7 million, as opposed to current assets
of $16.6 million.

>From July 1998 to April 2001, the Company utilized a flooring
agreement with Deutsche Financial Services Corporation ("DFS")
in order to finance inventory purchases. In April 2001, the
Company attempted to renegotiate the terms of this agreement but
was unable to negotiate terms with DFS that the Company found to
be satisfactory. As a result, the Company terminated its
agreement with DFS on April 20, 2001 in order to release the
assets pledged under the DFS agreement.

In connection with the termination, the Company repaid the $8.1
million outstanding balance. As a result of terminating the
flooring agreement, purchases made from major inventory
suppliers are now paid based on cash in advance or vendor
required terms, except for purchases made using its credit and
supply agreement.

In February 2001, the Company engaged Dain Rauscher Wessels to
assist the Company with respect to exploring strategic
alternatives. On April 13, 2001, the Company initiated a
restructuring plan to improve operating results and conserve
cash.

This included refocusing the Company's core business to only the
business-to-consumer sector. The refocus included the
significant curtailment of the operations of its OutpostPRO
(business-to-business) operation, termination of the majority of
OutpostPRO employees and the discontinuance of offering product
sales to business customers under the Company's former 30-day
credit policy.

The Company has also reduced its marketing, web site
development, technology and operating infrastructure development
budgets, reduced staffing levels, and is in the process of
terminating facility leases.

On May 29, 2001, the Company signed a definitive merger
agreement with PC Connection, Inc. a direct marketer of
information technology products and solutions, including brand-
name personal computers and related peripherals, software, and
networking products to business, education, government, and
consumer end users located primarily in the United States.

The merger agreement provides for the merger of the Company with
a subsidiary of PC Connection, Inc., after which the Company
will continue its operations as a wholly-owned subsidiary of PC
Connection. The transaction will be structured as a stock-for-
stock, tax-free merger and will be accounted for under the
purchase method of accounting.

In connection with the execution of the merger agreement, the
Company entered into a credit and supply agreement with
Merrimack Services Corporation, a subsidiary of PC Connection,
Inc.

Under the terms of the credit and supply agreement, Merrimack
Services has agreed, in its discretion, to provide the
Company with working capital loans not to exceed in the
aggregate a principal amount of $3.0 million. In addition,
Merrimack Services has agreed to make inventory items available
to the Company at PC Connection's cost plus 5% on seven day
credit for sale to the Company's customers.

The inventory line of credit's outstanding balance shall not
exceed $5.0 million in the aggregate at any time. Merrimack
Services has also entered into a security agreement with the
Company, pursuant to which the Company granted Merrimack
Services a security interest in substantially all of its present
and future assets to secure payment and performance of all of
the Company's obligations to Merrimack Services under
the credit and supply agreement.


CYBERIAN OUTPOST: Pulls Plug on Merger with PC Connection
---------------------------------------------------------
Cyberian Outpost, Inc. (Outpost.com) (NASDAQ: COOL), a leading
Internet provider of consumer technology and e-business
services, announced that it and PC Connection, Inc. have
terminated their merger agreement and all other agreements
between them, including a stock warrant agreement, credit and
supply agreement, security agreement and promissory note.  

The terms of the termination, including mutual releases
between the parties, are set forth in a termination agreement
executed on September 4.

Pursuant to the termination agreement, Cyberian Outpost has
repaid PC Connection in full all amounts due under the
terminated credit and supply agreement.  PC Connection earlier
today withdrew its registration statement previously filed
with the Securities and Exchange Commission related to the
terminated merger proposal.

The termination agreement was executed simultaneously with
Cyberian Outpost's execution of a new merger agreement with
Fry's Electronics, Inc. pursuant to which Fry's will acquire
Cyberian Outpost for $0.25 per share in cash, and loan Cyberian
Outpost up to $13 million on a secured basis.  The closing of
the merger is subject to customary terms and conditions.

Cyberian Outpost, Inc. (Outpost.com), established in 1995, is a
leading Internet retailer of consumer technology products and
has recently expanded its business model to offer its
outstanding customer shopping experience to a number of highly
visible partners.  

Additionally, Outpost.com e-Business Services provides solutions
encompassing site design, site maintenance, order management and
fulfillment.  These partnerships build on the strength of the
Outpost.com #1 top-rated consumer shopping experience on the Web
as rated by the on-line rating service Bizrate.com and the 2000
and 1999 #1 PowerRanking for Computing by Forrester Research.  

Today, Outpost.com has an existing base of approximately 1.4
million customers and approximately 4 million visitors per month
to its Website.  Cyberian Outpost reported net revenue of $355
million for the fiscal year ended February 28, 2001.  The
company will continue to operate under its own brand from its
current facilities.  Darryl Peck, President and Chief
Executive Officer of Cyberian Outpost, will remain with the
company after the acquisition.


FDN INC: Seeking Funding Options to Bring In Needed Capital
-----------------------------------------------------------
FDN, Inc. (OTCBB:FDNI) executives announced the number one
priority is the filing of the annual report (Form 10K) for the
year ending 2000 and the quarterly reports (Form 10Q) for 2001.
Furthermore, by completing the necessary filings, FDNI will meet
another essential objective, which is removing the Company from
the "Pink Sheets."

               Present Position of the Company

The Company explained that effective the 5th day of February
2001, FDNI terminated the services of their certifying
accounting firm, Lazar, Levine & Felix, LLP, of New York, New
York. Thereafter, the Company engaged the services of Mr.
Charles Meeks, of Meeks, Dorman & Company, P.A., a local
certifying accounting firm, to finish the auditing requirements
for 2000 and 2001.

Due to the filing for bankruptcy of the Company's two
subsidiaries, ClearPoint Communications, Inc., f/k/a FON Digital
Network, Inc., and American Tel Enterprises, Inc., management
placed the year-end audit temporarily on hold until the
subsidiaries were discharged from bankruptcy. The Court ordered
the discharge in July of this year.

In the past month, the Company has resumed conversations with
Mr. Meeks, the certifying accountant, in reference to proceeding
with the audit for the year 2000. Management and Mr. Meeks are
confident that the audit can be completed in an efficient and
timely manner. During the first half of 2001, the Company
greatly curtailed operations, again awaiting the results of the
bankruptcies.

Consequently, revenue production has not been significant enough
to afford the completion of the audit and the SEC filings. The
Company is presently seeking and reviewing various funding
options to bring in the necessary capital for the Company to be
current.

                       Future Outlook

Although the Company has been in a holding pattern for the past
several months, the Board has been diligently investigating
potential avenues for the Company's future. The Board has
reviewed no less than a dozen merger or acquisition prospects.

The review of these possibilities has been based on two factors:
first, the benefit to the stockholders, and second, the
synergistic fit for the Company. The Board will only consider a
proposal that addresses both criteria.


FINOVA GROUP: BankVest Has Until Sept. 30 to File Cure Claims
-------------------------------------------------------------
BankVest Capital Corporation is a debtor under chapter 11 before
the U.S. Bankruptcy Court for the District of Massachusetts.
BankVest's fifth amended joint liquidating plan of
reorganization was confirmed in May, 2001.

BankVest used to be in the business of sales and servicing of
small to mid-size ticket commercial leasing.  More than a year
ago, BankVest entered into a Lease Servicing Agreement with and
Finova Loan Administration.  The agreement provided for the
servicing by Finova Loan of various lease portfolios owned by
BankVest.

In this stipulation, the parties agree that:

  (a) BankVest shall have through September 30, 2001 to file its
      cure claims or to object to any cure claims proposed by
      the Debtors in conjunction with the assumption of any
      executory contracts between BankVest and any of the
      Debtors.

  (b) a hearing on the cure request shall be held, if necessary,
      at the first omnibus hearing in these chapter 11 cases
      which is at least 18 days after the filing of the cure
      request. (Finova Bankruptcy News, Issue No. 14; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)   


FREEPORT MCMORAN: Unitholders To Decide on Indenture By Oct. 5
--------------------------------------------------------------
A Special Meeting of Unitholders of Freeport-McMoRan Oil & Gas
Royalty Trust will be held on October 5, 2001, at 10:00 a.m.,
local time, at Chase Auditorium, 601 Travis Street, Houston,
Texas.

In the Special Meeting, Unitholders will consider and vote upon
a proposal submitted by a Unitholder to amend the Royalty Trust
Indenture dated September 30, 1983 to provide for the sale of
the overriding royalty interest held by the Trust and a delay of
the final liquidating distribution of the Trust assets, less any
amounts withheld by the Trustee for contingent liabilities,
until completion of a proposed exchange offer or December 31,
2001, whichever first occurs.

Only holders of record of certificates representing units of
beneficial interest in the Trust at the close of business on
August 29, 2001 are entitled to notice of and to vote at the
Special Meeting.


GC COMPANIES: Third-Quarter Net Loss Widens to $15.1 Million
------------------------------------------------------------
GC Companies, Inc. (OTC: GCCXQ), a national and international
motion picture exhibitor, reported financial results for its
third quarter of fiscal 2001.

On October 11, 2000, the Company and a number of its domestic
subsidiaries filed petitions to reorganize under Chapter 11 of
the United States Bankruptcy Code, and certain of its domestic
theatre subsidiaries filed petitions to liquidate under Chapter
7 of the United States Bankruptcy Code.

The Company's international operations, which are operated
through a joint venture, did not file to reorganize and,
therefore, are not subject to the jurisdiction of the United
States Bankruptcy Court.

The Company reported operating earnings of $5.4 million before
the disposition of theatre assets, impairment, restructuring and
reorganization items for the first nine months of 2001 compared
with a loss of $13.5 million for the same period in 2000.

This improvement in operating earnings before disposition of
theatre assets, impairment, restructuring and reorganization
items was primarily due to the elimination of the losses
incurred last year on theatres closed during 2000, improved box
office results during the first nine months of 2001 compared to
the previous year due to strong film product and reduction of
certain operating expenses as a result of management
initiatives.

GC Companies reported a net loss for the third quarter of fiscal
2001 of $15.1 million, which includes charges of approximately
$13.5 million relating to the reorganization of the domestic
theatre business, compared with a net loss of $10.1 million for
the third quarter of fiscal 2000.

Revenues for the third quarter of fiscal 2001 were $85.3
million, compared with $108.6 million in the same period last
year.

GC Companies reported a third-quarter operating loss of $8.1
million compared to an operating loss of $2.2 million for the
third quarter of 2000. Operating earnings before disposition of
theatre assets, impairment, restructuring and reorganization
items were $5.3 million for the third quarter of 2001, compared
with a loss of $2.3 million for the same period in 2000.

For the nine months ended July 31, 2001, GC Companies reported a
net loss of $27.2 million compared with a net loss of $17.0
million for the first nine months of fiscal 2000. The net loss
for the nine-month fiscal 2000 period includes the impact of an
accounting change that required the immediate write-off of $2.8
million after tax, of theatre pre-opening expenses.

Revenues for the nine-month period of 2001 were $233.5 million,
compared with $285.8 million for the same period last year.

For the first nine months of 2001, the Company reported an
operating loss of $12.3 million compared to an operating loss of
$9.7 million for the same period last year.

GC Companies' theatre subsidiary, General Cinema Theatres, Inc.,
reported a third quarter fiscal 2001 operating loss of $7.7
million, compared with an operating loss of $0.9 million in the
third quarter of fiscal 2000.

General Cinema Theatres' operating earnings for the third
quarter of 2001 before disposition of theatre assets,
impairment, restructuring and reorganization items was $5.7
million compared to a loss of $0.9 million for the same
period last year.

General Cinema Theatres reported an operating loss of $10.8
million for the first nine months of fiscal 2001 compared to an
operating loss of $6.4 million for the same period last year.
For the nine months of 2001, General Cinema Theatres had
operating earnings before disposition of theatre assets,
impairment, restructuring and reorganization items of $6.9
million compared to a loss of $10.2 million for the same
period last year.

As of July 31, 2001, General Cinema Theatres, Inc. operated 677
screens at 73 locations in the United States compared with a
total of 1,060 screens at 133 locations in the United States as
of July 31, 2000.

As of July 31, 2001, the Company operated 160 screens at 17
locations in South America compared to 135 screens at 14
locations in South America as of July 31, 2000.

The Company's investment portfolio at July 31, 2001 included
publicly-held investments in GrandVision, S.A.; El Sitio, Inc.;
MotherNature.com and privately-held minority investments in
FleetCor (formerly known as Fuelman), VeloCom, Vanguard Modular
Building Systems and American Capital Access. The aggregate
carrying value of this investment portfolio at July 31, 2001 was
approximately $65.7 million.


GENERAL KINETICS: Reduction in Gov't Defense Spending Hurt Sales
----------------------------------------------------------------
General Kinetics Inc.'s (OTC:GKIN) net sales for fiscal 2001
were approximately $8.3 million as compared with $8.8 million
for fiscal 2000, representing a decrease of 5.7%.

The decrease in sales was due primarily to normal fluctuations
in the timing of appropriations for government spending.  

The principal customer for the Enclosure Division's products is
the U.S. Government, principally the U.S. Navy, which, directly
or through its prime contractors, accounted for 91% of the EED's
revenues in fiscal year 2001.

The Company's sales to the United States government and its
prime contractors represented approximately 83% and 92% of total
net sales during the Company's fiscal years ended May 31, 2000
and May 31, 1999, respectively, and are expected to continue to
account for a substantial portion of the Company's revenues for
the foreseeable future.

The Company's contracts with the United States government are
subject to the availability of funds through annual
appropriations, may be terminated by the government for its
convenience at any time and generally do not require the
purchase of a fixed quantity of products.  

Reductions in United States government defense spending could
adversely affect the Company's operating results. While the
Company is not aware of present or anticipated reductions in
United States government spending on specific programs or
contracts pursuant to which the Company has sold material
quantities of its products, there can be no assurance that such
reductions will not occur or that decreases in United States
government defense spending in general will not have an adverse
effect on sales of the Company's products in the future.

The overall net loss was $129,800 for fiscal 2001 as compared to
a net loss of $528,800 in fiscal 2000. The improvement was
primarily due to the increase in gross profits.

Although not an officer, General Kinetics ensures the US Navy
and Department of Defense are combat ready. The company builds
cabinets and racks that house sensitive electronic
communications and detection equipment. Its standard and custom-
made enclosures are designed to protect equipment from shock and
vibrations, even in combat situations. The US Navy and the
Navy's contractors account for more than 80% of sales.

General Kinetics makes its products in Pennsylvania and sells
them through its own direct sales force, other agencies, and
trade shows. In an effort to shield itself from fluctuations in
defense spending, General Kinetics is pursuing commercial
markets through catalog sales.

              Liquidity and Capital Resources

The Company has relied upon internally generated funds and
accounts receivable financing, plus cash from sales of two of
its operating companies, to finance its operations. During
fiscal 2001, the net loss totaled $129,800. In order to generate
the working capital required for operations, the Company must
continue to generate orders, increase its level of shipments,
and operate profitably during fiscal 2002.

The Company must continue to market electronic enclosure
products to government and commercial markets, enter into
contracts which the Company can complete with favorable profit
margins, ship the orders in a timely manner, and control its
costs in order to recover from its liquidity problems and seek
to operate profitably in fiscal 2002.

As of May 31, 2001, the Company had cash of $388,300. The
Company has faced production issues that have contributed to
losses from operations. The Company has taken and is continuing
to take steps to address these production issues through changes
and additions to plant supervision and by adding new scheduling
and planning procedures.

Management believes that cash on hand, borrowings from the
factoring of accounts receivable, and careful management of
operating costs and cash disbursements can enable the Company to
meet its cash requirements through May 31, 2002.

The Company may also seek additional funding sources to provide
a cushion to handle variances in cash requirements if sales,
gross profits and shipment levels fluctuate throughout the
fiscal year. However, there is no assurance the Company
will be successful in pursuing its plans or in obtaining
additional financing to meet those cash requirements.

The Company must continue to maintain its level of sales,
consistently make timely shipments and produce its products at
adequate profit margins, or the Company will continue to face
liquidity problems, and may be left without sufficient cash to
meet its ongoing requirements.

The Company has total liabilities of $11.3 million, as compared
to total assets of $4.1 million.


GENESIS HEALTH: Court Denies 11th-Hour Bid for Equity Committee
---------------------------------------------------------------
Genesis Health Ventures, Inc. Stockholder James J. Hayes sent
three letters to the United States Trustee, dated July 10, 2001,
July 18, 2001 and August 3, 2001 requesting that the U.S.
Trustee appoint a committee of equity security holders of
Genesis. The United States Trustee rejected the request by
letter dated August 2, 2001.

Mr. Hayes then turned to the Court and Judge Wizmur, seeking
the relief by way of a motion requesting, pursuant to Bankruptcy
Code section 1102(a)(2) that the Court order that an Equity
Committee of Genesis be appointed by the U.S. Trustee.

Hayes tells the Court that, as of December 31, 2001, 48,653,344
shares of Genesis Common Stock were held of record by 770
shareholders, and there are many more owners of Genesis common
stock whose shares are held in the name of a nominee.

In addition, there were 589,714 outstanding shares of Series G
Preferred Stock convertible into 7,926,411 shares of common
stock, 34,369 shares of Series H Preferred Stock convertible
into 27,850,590 shares of Common Stock, and 17,631 shares of
Series I Preferred Stock convertible into 20,149,410 shares of
non-voting common stock.

Hayes believes that adequate representation for equity security
holders of Genesis is worth the cost of appointing a committee
of equity security holders.

The Genesis chapter 11 proceeding is extremely complex, Hayes
says, involving 153  Genesis Debtors, 197 Multicare Debtors and
the merger of Genesis and Multicare as a part of the Plan of
Reorganization.

Moreover, Genesis is an operating business, Hayes notes, and its
common stock is still being publicly traded on the OTC Bulletin
Board. Hayes tells Judge Wizmur that as of January 16, 2001, the
aggregate market value of voting and non-voting common stock
held by non-affiliates of Genesis was $7,599,652 based upon the
last reported sale price of Genesis Common Stock on January 16,
2001, and the market value of nursing home common stocks has
increased 60% since April 1, 2001.

In conclusion, Hayes requests that the Court order for the
appointment of a committee of equity security holders of
Genesis.

"Motion denied," Judge Wizmur ruled. (Genesis/Multicare
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


GLENOIT CORP: Sells Fabrics Unit to Specialty Fabrics For $20MM
---------------------------------------------------------------
Glenoit Corporation asks the Bankruptcy Court for the District
of Delaware for authority to sell its specialty fabrics division
to Specialty Fabrics, Ltd. for $12,000,000 and approve the
auction procedures governing the sale of the fabrics division.  

Glenoit has sought potential buyers of each of the Debtors'
business segments in recent months after the Debtors decided
that only the most profitable business segments should be
retained and proceeds from the sale applied to decrease the
outstanding secured debt of the Debtors.  

Accordingly, the Debtors have determined that it is in the best
interests of its estate to sell the Fabrics Division promptly
prior to confirming a plan of reorganization.  

The Debtor contacted dozens of parties interested in purchasing
the Fabrics Division, including competitors, financial buyers,
and other professionals within the industry and distributed a
sales memorandum regarding the Fabrics Division to other
potential purchasers.  

The proposed purchase price is the best offer received and the
Debtors believe that the proposed transaction should proceed to
maximize recovery.

In order to gain the Court's approval, the agreement contains a
stipulation to conduct an auction to entertain higher and better
offers for the division.  The Agreement also states that
Specialty Fabrics Ltd. would be paid a $200,000 break-up fee in
case there is a better offer for the fabrics division and
Glenoit terminates the agreement.  

Under the agreement, the buyer also commits to offer employment
to all employees of the division at substantially equivalent
rates of pay and working conditions.  

Because the timing of the approval of auction procedures is
subject to the Court's calendar, exact dates of the auction
cannot yet be determined.  

The Debtors expect that the auction to take place in the later
half of September 2001 and bids should be submitted at least 2
business days prior to the auction to qualify.  

Glenoit states that competing bids be in increments of $100,000
so that in effect, the first bid to be entertained at the
auction be at least $12,300,000 to take into account the break-
up fee and the increment.  


HARNISCHFEGER: Seeks Expungement of 31 Claims Totaling $3.7MM
-------------------------------------------------------------
Harnischfeger Industries, Inc. seeks disallowance, expungement
or reduction and allowance, as applicable of claims, pursuant to
section 502(b) of the Bankruptcy Code, 34 Claims filed against
HII/Joy/Harnco/RYL LLC/American Alloy Co./Field Paper Services
LLC/Princeton Paper as follows:

(A) 1 Superseded Claim (No 12042) filed by Gregg S Hogan, in an
     amount of $31,662.38 that should be expunged because it has
     been superseded by another later filed Claim;

(B) 31 Claims totaling $3,719,433.33 that should each be
    expunged for one or more of the following reasons:

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

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

    (3) the claim is not timely filed,

    (4) the claim is an Executory Claim that should be expunged
        5 business days after Effective Date in accordance with
        the Plan because the Debtors are assuming the contract,

    (5) the claim is a Retiree Claim that should be expunged on
        Effective Date in accordance with the Plan because the
        claim is not discharged under the Plan and the claimant
        will have the same right to seek legal redress against
        the Debtors after reorganization as the claimant had
        before the reorganization,

(C) Redundant Claim No. 12278, filed by Northeast Paper Services
    LLC, in the amount of $12,533.99, that is not enforceable
    because the Claim appears to be redundant of other scheduled
    or filed proof(s) of claims against other Debtor(s) in these
    proceedings;

(D) Reduce and Allow Claim No. 12273 filed by Minnesota Dept. of
    Revenue in an amount of $4,002.38 that the Debtors have
    determined should be reduced to $2,198.80 after thorough
    review of their books and records. (Harnischfeger Bankruptcy
    News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


IBEAM BROADCASTING: Nasdaq Will Effectuate Reverse Stock Split
--------------------------------------------------------------
iBEAM Broadcasting(R) Corp. (Nasdaq:IBEM), a leading provider of
streaming communications solutions, announced that its
stockholders at their annual meeting on September 12, 2001,
approved a previously announced one-for-ten reverse split of the
company's common stock.

iBEAM has been advised by Nasdaq that the reverse stock split
will be effectuated by Nasdaq at the opening of the first
trading day after the Nasdaq stock market resumes trading.

To highlight the effect of the reverse stock split, the common
stock will trade under the symbol "IBEMD" for the next 20
trading days before resuming its normal symbol, "IBEM."

Also at the annual meeting, the company's stockholders re-
elected Frederic Seegal, Robert Wilmot, and Howard Janzen to
three-year terms as directors, and approved an amendment to the
company's 2000 Stock Plan increasing the number of shares
authorized under the plan to 6,000,000 (on a post-reverse split
basis).

             About iBEAM Broadcasting(R) Corp.

iBEAM Broadcasting(R) Corp. (Nasdaq:IBEM), founded in 1998, is a
leading provider of streaming communications solutions. iBEAM's
end-to-end solutions for enterprise and media customers include
interactive webcasting, streaming advertising insertion,
syndication and pay-per-view management, and secure, licensed
download and geographical identification applications.

iBEAM currently delivers more than 100 million audio and video
streams per month across its intelligent distribution network.

Several hundred innovative companies use iBEAM's global services
including enterprise customers IBM/Lotus, Bristol-Myers Squibb,
and Merrill Lynch, and media leaders CNBC and MTVi. iBEAM is
headquartered in Sunnyvale, Calif.

              Liquidity & Capital Resources

>From inception to June 30, 2001, the Company has raised $233
million from the sale of common and preferred stock, of which
$115.5 million resulted from the initial public offering of its
common stock in May 2000 and $22 million from equipment lease
lines that are repayable over periods of up to three years.

As of June 30, 2001, the Company's total current liabilities was
pegged at $36.8 million, while its total current assets amounted
to $11.6 million. It had cash, cash equivalents and investments
of $9.1 million, $6.8 million of which is related to iBEAM
Europe, its joint venture with SES/Astra and is not available
for use by us because it is currently frozen under a court order
preventing disbursement pending final resolution of billing
discrepancies alleged by SES/Astra against the Company.

The Company's short-term debts total $7 million.

iBeam expects to make less than $15 million in capital
investments in 2001, of which $14 million was incurred during
the six months ended June 30, 2001.

In addition, it will require significant capital to fund other
operating expenses.

Net cash used in operating activities was $39.0 million for the
six months ended June 30, 2000, primarily due to its net loss of
$54.4 million and an increase in prepaid expenses and other
assets of $6.3 million, offset in part by the amortization of
stock-based compensation of $7.7 million, amortization of
goodwill and intangibles of $5.3 million, depreciation and
amortization of $5.7 million, and an increase in accounts
payable and accrued liabilities of $4.6 million.

Net cash used in operating activities was $40.3 million for the
six months ended June 30, 2001, primarily due to our net loss of
$93.3 million, offset in part by the amortization of stock-based
compensation of $2.3 million, a decrease in prepaid expenses and
other assets of $1.7 million, the amortization of goodwill and
intangibles of $8.0 million, depreciation and amortization of
$14.5 million, the non-cash restructuring charge of $16.5
million and an increase in accounts payable and accrued
liabilities of $9.7 million.

Net cash used in investing activities was $54.5 million for the
six months ended June 30, 2000, relating to the purchase of
property and equipment. Net cash used in investing activities
was $11.6 million for the six months ended June 30, 2001,
relating primarily to the purchase of property and equipment of
$14.0 million and the transfer of iBEAM Europe cash balance of
$6.8 million to restricted cash, partially offset by the sale of
investments of $9.3 million.

Net cash flow provided by financing activities was $166.3
million for the six months ended June 30, 2000 compared to net
cash used of $7.7 million for the six months ended June 30,
2001.

Net cash provided by financing activities in 2000 was the result
of net proceeds from the sales of its preferred and common stock
of $167.6 million, partially offset by payments on capital lease
obligations. Net cash used in financing activities in 2001 was
due to payments on capital lease obligations, partially offset
by sales of its common stock.

On July 10, 2001, the Company completed a private placement of
preferred stock, which resulted in net proceeds of $30 million
in cash and $10 million in future in-kind services. Based on its
revised operating plan, the Company expects its existing cash
resources will fund operations into the fourth quarter this
year.

The Company is currently considering various funding sources in
order to raise an additional capital to fully fund its long-term
business plan. The Company may not be able to obtain future
equity or debt financing on favorable terms, if at all. Its
inability to obtain additional capital on satisfactory terms
could force the Company to cease operations no later than the
fourth quarter of 2001.


IMPERIAL SUGAR: Gets Okay to Extend Property Insurance Policy
-------------------------------------------------------------
Judge Robinson granted Imperial Sugar Company's motion to extend
its American General Insurance program.

Appearing through James L. Patton, Jr., Brendon Linehan Shannon,
and M. Blake Cleary of the Wilmington firm of Young Conaway
Stargatt & Taylor, LLP, as local counsel, and Jack L. Kenzie and
Brenda T. Rhoades of the Dallas office of Baker Botts as lead
counsel, Imperial Distributing, Inc., and its subsidiary Debtors
asked Judge Robinson to authorize them to extend a property
insurance policy issued by American Guarantee and Liability
Insurance Company.

The Debtors told Judge Robinson they have procured property
insurance from AGLIC for the past three years.

The last such policy issued was effective through and including
August 1, 2001. Due to the Debtors' filing of these petitions,
AGLIC sent a non- renewal notice for the policy, terminating it
as of August 1, 2001.

The Debtors anticipated, and had so advised AGLIC, that the
Court would enter an order confirming the Debtors' Plan within
60 to 90 days from the termination date set by AGLIC.

AGLIC was willing to extend the policy on certain revised terms
and conditions for a period of 60 days from the effective date
for termination of August 1, 2001, and, in its sole discretion,
for an additional 30 days beyond the extension period, in
anticipation that the Court will enter an order confirming the
Debtors' plan within the extended, or additional extended,
periods.

By approving the Motion, Judge Robinson agreed with the Debtors
in believing that by extending the policy for the extension
period and the additional extension period, if applicable, the
Debtors have adequately insured their businesses, thereby
protecting the interests of the estate, and the creditors, and
allowing the Debtors to operate. (Imperial Sugar Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


INACOM CORP: American Home Products Agrees to Pay Debtor $1.05MM
----------------------------------------------------------------
InaCom Corporation has reached a settlement with American Home
Products Corporation (AHPC) regarding the disputed obligations
of AHPC to InaCom related to the Services Agreement previously
agreed by the parties.

Pursuant to this Services Agreement dated January 1, 1998,
InaCom provided AHPC with computer related services until the
Debtors declared bankruptcy.  

The proposed settlement calls for AHPC to pay InaCom
$1,050,925.78 for services rendered until the petition date, and
for InaCom to reject and terminate the Services Agreement.  

The Settlement Agreement further calls for InaCom to defend AHPC
from any liability or expense arising from any claim that of
third party that payment should be made to them.


INTEGRATED HEALTH: Seeks Okay to Reject Manor-Greenville Lease
--------------------------------------------------------------
Integrated Health Services, Inc. operate three long term care
facilities in the state of South Carolina pursuant to three
lease agreements with Advocare of South Carolina, Inc. and an
affiliate, all linked by cross-default provisions.

The Debtors desire to reject only one of the three leases, the
Magnolia Manor-Greenville Lease, but do not want this to cause a
forfeiture of the valuable rights that they hold under two other
leases with Advocare.

Accordingly, the Debtors ask the Court to authorize the
rejection of the Magnolia Manor-Greenville Lease with a finding
that the Debtors' rejection of the Magnolia Manor-Greenville
Lease will not constitute a default under the Related Leases.

The Debtors believe it is prudent for them to seek the Court's
finding regarding the two related leases in this motion, and
present the Court with various representations and arguments to
justify their request.

The three leases are as follows:

Landlord              Debtor Tenant       Facility & Location
--------              -------------       -------------------
Advocare of South     Magnolia Manor-     Magnolia Manor-
Carolina, Inc.        Greenville, Inc.    Greenville
                                           411 Ansel St.
                                           Greenville,
                                           SC 29601
Advocare of           Magnolia Place-     Magnolia Place-
Greenville, L.L.C.    Greenville, Inc.    Greenville
                                           35 Southpointe Dr.
                                           Greenville,
                                           SC 29607
Advocare of South     Magnolia Manor-     Magnolia Manor-
Carolina, Inc.        Columbia, Inc.      Columbia

The Magnolia Manor-Greenville Facility's annualized earnings
before interest, taxes, depreciation and amortization (EBITDA)
as of June 30, 2001, is negative $1,454.00. Moreover, the
Magnolia Manor-Greenville Facility's cash flow for the same
period (EBITDA minus Capital Expenses) is negative $63,329.00.

Based upon such poor financial performance, Debtors' management
has concluded that it is in the best interests of the Debtors'
estates and creditors to arrange the orderly transfer of the
Magnolia Manor-Greenville Facility to a new licensed operators,
or if necessary, to close the Magnolia Manor-Greenville Facility
pursuant to applicable federal and state regulations.

The Debtors note that Magnolia Manor-Greenville Lease provides
for rent at levels substantially above current market rates,
which is a reason why it is unprofitable. This is also a reason,
the Debtors note, the Magnolia Manor-Greenville Lease is not
attractive to potential new operators and therefore impairs
Debtors' prospects for transitioning the Magnolia Manor-
Greenville Facility.

The rates were negotiated at a time when the economic
climate was much better. Debtors have attempted to negotiate
rent concessions with Advocare to bring the Magnolia Manor-
Greenville Lease into line with current market conditions but
Advocare did not consent.

The Debtors indicate that they have no intention of abandoning
their patients at this facility, so they intend to transition
the Magnolia Manor-Greenville Facility to a new licensed
operator, if reasonably possible, or if a transition is not
feasible, to terminate operations at the Magnolia Manor-
Greenville Facility in accordance with applicable federal and
state laws and regulations.

On each of the properties subject to the two Related Leases,
Debtors operate facilities which have been, and hopefully will
continue to be, profitable. Debtors' rights under the Related
Leases are therefore valuable assets of the Debtors' estates
which must be preserved, James L. Patton, Jr., Robert S. Brady,
Edmon L. Morton of Young Conaway Stargatt & Taylor LLP tell the
Court. Those rights include the right to occupy and use the
leased premises for the remainder of the twenty-year terms of
the Related Leases.

In reaching their decision to reject the Magnolia Manor-
Greenville Lease, Debtors have assumed that

  (i) the rejection of the Magnolia Manor-Greenville Lease will
      not trigger the cross-default provision in the Related
      Leases, and

(ii) neither Advocare nor its affiliate has the right to
      terminate any of the Related Leases or prevent Debtors
      from later assuming the Related Leases.

The Magnolia Manor-Greenville Lease and the Related Leases are
separate and distinct contracts, complete unto themselves, Young
Conaway asserts.

However, cross-default provisions make a default under one lease
a default under all three leases. If the cross-default provision
is enforceable against Debtors in these Chapter 11 cases, the
Debtors could be forced to choose between simultaneously
assuming the undesirable Magnolia Manor-Greenville Lease and the
Related Leases which are subject to the cross-default (or any
other group of leases linked by cross-default provisions), or
simultaneously rejecting all such leases.

In that scenario, the Debtors' ability to manage their assets
effectively and maximize the recovery of creditors would be
severely impaired.

Young Conaway tells the Court that enforcement of the cross-
default provisions in the leases with Advocare and its
affiliates would frustrate the policy of Section 365 of the
Bankruptcy Code which allows a debtor broad powers to assume or
reject executory contracts.

It is a fundamental principle of Chapter 11, Young Conaway
notes, that a debtor-lessee may reject an unfavorable lease if
the rejection is in the best interests of the debtor's estate
and its creditors, even though the rejection will cause the
landlord to suffer rejection damages.

In this regard, Section 365 of the Bankruptcy Code gives, and is
meant to give, a debtor the right to cherry-pick among its
executory contracts and unexpired leases, and after appropriate
time for making its decision, to assume contracts those it deems
beneficial, and to reject those it does not.

To avoid future arguments in this matter, and to insure that
valuable leasehold interests are preserved, the Debtors believe
that it is essential that the proposed Order contain a finding
that Debtors' rejection of the Magnolia Manor-Greenville Lease
will not constitute a default under the Related Leases, thereby
preventing a possible termination of one of the Related Leases
or loss of the right to assume the Related Leases in the future.

Moreover, without such a finding, Debtors would be forced to
reconsider their plan to divest themselves of the Facilities and
to reject the Magnolia Manor-Greenville Lease, with great
prejudice to the Debtors' estates and their creditors, Young
Conaway represents.

Moreover, without such a finding, Debtors will be severely
disadvantaged in numerous other situations in which leases
should be rejected, but for the possible impact of cross-
default or cross-renewal clauses, the attorneys tell Judge
Walrath.

The Debtors submit that any rejection damages which Advocare may
suffer as a result of the rejection of the Magnolia Manor-
Greenville Lease, will in no way be increased by virtue of the
fact that the Related Leases are allowed to stand.

On the other hand, Debtors would be deprived of significant
benefits conferred by Section 365 of the Bankruptcy Code if
Debtors are not permitted to reject the Debtors reserve their
right assume or reject the Related Leases.

"It is well settled that, in the bankruptcy context, cross-
default provisions do not integrate otherwise separate
transactions or leases," Young Conaway says. In this regard, the
attorneys cite cases In re Plitt Amusement Co. of Washington.
233 B.R. 837, 847 (Bankr. C.D. Cal. 1999); In re Sanshoe
Worldwide Corp., 139 B.R. 585, 597 (S.D.N.Y. 1992), aff'dm 993
F.2d 300 (2d Cir. 1993); In re Braniff, Inc., 118 B.R. 819, 845
(Bankr. M.D. Fla. 1990); In re Garrett Road Supermarket, Inc.,
1988 WL 98777, 1 (Bankr. E.D. Pa. 1988); In re Wheeling-
Pittsburgh Steel Corp., 54 B.R. 772, 778 (Bankr. W.D. Pa 1985),
aff'd, 67 B.R. 620 (W.D. Pa. 1986); In re Sambo's Restaurants,
24 B.R. 755, 757 (Bankr. C.D. Cal. 1982).

In the instant situation, the Magnolia Manor-Greenville Lease
and Related Leases are obviously separate transactions which
cannot be deemed integrated by a cross-default provision, the
Debtors and their attorneys represent. The Debtors point out
that each of the three leases that are subject to cross-default
provisions relates to a distinct parcel of real estate, located
in a different city in South Carolina.

Moreover, at the time the leases were executed, only two of the
leased parcels included an existing facility. Each of the three
leases is therefore separate and complete unto itself and may be
administered separately in these Chapter 11 cases. The only
connection among the three leases is the cross-default clause,
which makes a default under one lease a default under all
three leases.

The Debtors plead that the cross-default clause cannot be
invoked to deprive them of their right to operate under the
Related Leases by reason of their decision to reject the
Magnolia Manor-Greenville Lease.

Therefore, the Debtors request the Court enter an order:

  (a) authorizing the Debtors to reject the Magnolia Manor-
      Greenville Lease; and

  (b) finding that the rejection of the Magnolia Manor-
      Greenville Lease does not constitute a default under the
      Related Leases; and

  (c) granting such other relief as the Court may deem
      just and proper. (Integrated Health Bankruptcy News, Issue
      No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERPLAY ENTERPRISES: Taps Europlay 1 as Restructuring Advisor
---------------------------------------------------------------
Interplay Entertainment Corp. (Nasdaq: IPLY) announced a change
in the composition of its Board of Directors and additions to
its senior management team in advance of its annual meeting of
stockholders scheduled for September 18, 2001.  

In addition to agreeing to the change in composition of the
Board of Directors, the Company also retained Europlay 1, LLC as
its exclusive advisor to effect a restructuring of Interplay.

Under an agreement reached following negotiations with
Interplay's largest stockholder, Titus Interactive, S.A., a
French video games publisher that trades on the Nouveau Marche,
Interplay has nominated a slate of individuals for election as
directors at Interplay's annual meeting of stockholders.  

As part of the agreement, three of the Company's existing
directors resigned, and three new directors nominated by Titus
were elected to fill the vacancies.

The new Board of Directors consists of five individuals
nominated by Titus, and two directors, including Brian Fargo,
previously nominated by management, who will continue to serve
until the annual meeting.

Europlay 1, an advisory firm lead by senior executives with over
30 years of experience in the interactive entertainment
business, has been provided a mandate to undertake a
restructuring of the company and oversee enhancement of
the management team of Interplay.  

"The new team brings tremendous expertise and management skills
which we expect will enhance the ability of Interplay to
improve its operating results, relations with distributors,
licensors, developers and talented employees," according to
Herve Caen, Interplay's President.

According to Phil Adam, Vice President of Business Development
"the Company has several promising high-profile products in
development.  I believe the development talent available to
Interplay is second-to-none, and the new personnel and new
perspectives we have added will help us to exploit our key
properties going forward."

Gary Dawson, Vice President of Sales and Marketing, adds,
"demand for our products has always been strong, with our new
team, we now expect to implement additional management controls
that we believe will enhance the timeliness of our shipping."

Interplay is a developer, publisher and distributor of
interactive entertainment software for both core gamers and the
mass market.  The Company has been long regarded as a leader in
the action/arcade, adventure/RPG and strategy/puzzle category
with several franchise video game titles.  The Company holds
licenses for interactive rights based on popular brands
including: Advanced Dungeons and Dragons, Star Trek and Caesars
Palace.

The Company currently develops and publishes products compatible
with multiple variations of the PC platform including Microsoft
Windows, and for video game consoles such as the Sony
PlayStation and PlayStation 2.  The Company also develops and
has plans to publish products for the Microsoft Xbox and
Nintendo GameCube video game consoles, which are scheduled for
release in 2002.

Titus owns 100 percent of Virgin Interactive Entertainment, and
is developing product under interactive rights licenses to
several well-known properties including: Top Gun, Robocop, Xena,
and Kasparov, for certain video game platforms.  Titus currently
generates half of its turnover in Europe and the other half in
North America and Asia, posted annual sales of 172.1 million
euros ($156.7 million) in its 2000/01 fiscal year ended June 30,
2001.

Interplay releases products through Interplay, Shiny
Entertainment, Digital Mayhem, Black Isle Studios, 14 Degrees
East, its distribution partners and its wholly owned subsidiary
Interplay OEM, Inc.  More comprehensive information on Interplay
and its products is available through its worldwide web site at
http://www.interplay.com  

Not exactly a model of gentility, Interplay Entertainment makes
PC and console video games with such serene titles as Dungeon
Master II, Redneck Rampage, and Torment. Among the subsidiaries
and divisions under the Interplay umbrella are 14 Degrees East
(strategy and puzzle games), Black Isle (role playing games),
Shiny Entertainment (cartoon animation), Tantrum (action games),
and Digital Mayhem.

Struggling to rebound from financial problems, Interplay is
putting more focus on its console games. Interplay's
shareholders include French software firm Titus Interactive
(nearly 44%); Universal Studios (about 15%); and founder,
chairman, and CEO Brian Fargo (13%).

           Liquidity and Capital Resources

The Company's total liabilities stood, at the end of June, at
$41.6 million, as opposed to its total assets of $39 million.

The Company has funded its operations to date primarily through
the use of lines of credit, from royalty and distribution fee
advances, through cash generated by the private sale of
securities, from proceeds of the initial public offering
and from results of operations.

As of June 30, 2001 its principal sources of liquidity included
cash of $0.7 million and availability of $3.1 million under
its working capital line of credit. In August 2001, the Company
received a $4 million advance for the North American
distribution rights of a future title.

In April 2001, the Company secured a new working capital line of
credit from a bank and repaid all amounts outstanding on its
former line of credit and supplemental line of credit. These
lines of credit were terminated upon full payment. Its new
working capital line of credit line bears interest at the
bank's prime rate, or, at our option, a portion of the
outstanding balance bears interest at LIBOR plus 2.5%, for a
fixed short-term.

At June 30, 2001, borrowings under the new working capital line
of credit bore interest at various interest rates between 6.39
percent and 7 percent. Its new line of credit provides for
borrowings and letters of credit of up to $15 million based in
part upon qualifying receivables and inventory.

Under the new line of credit the Company is required to maintain
a $2 million personal guarantee by the Company's Chairman and
Chief Executive Officer. The new line of credit has a term of
three years, subject to review and renewal by the bank on April
30 of each subsequent year.

As of June 30, 2001, the Company is not in compliance with the
financial covenants under the new line of credit pertaining to
net worth and minimum earnings before interest, taxes,
depreciation and amortization. If the bank does not waive
compliance with the required covenants under the credit
agreement, the bank could terminate the credit agreement and
accelerate payment of all outstanding amounts. Because the
Company depends on this credit agreement to fund operations, the
bank's termination of the credit agreement could cause material
harm to its business, including its inability to continue as a
going concern.

The Company's primary capital needs have historically been to
fund working capital requirements necessary to fund its net
losses, its sales growth, the development and introduction of
products and related technologies and the acquisition or lease
of equipment and other assets used in the product development
process.

To reduce its working capital needs, the Company has implemented
various measures including a reduction of personnel, a reduction
of fixed overhead commitments, cancelled or suspended
development on future titles and have scaled back certain
marketing programs. It will continue to pursue various
alternatives to improve future operating results, including
further expense reductions, some of which may have a long-term
adverse impact on the ability to generate successful future
business activities.

Advances under its line of credit are limited to an amount
calculated as a percentage of accounts receivable and
inventories. The Company has not released sufficient product
during the three month period ended June 30, 2001 to generate a
profitable level of revenues, or sufficient accounts receivable
to maximize the use of its credit line.

The Company also anticipates that delays in product releases
could continue in the short-term, and funds available under its
new credit line and from ongoing operations are not sufficient
to satisfy the projected working capital and capital
expenditures to continue operating in the normal course of
business.

The Company will request waivers for non-compliance and
extension of the line of credit from its bank, continue to
implement cost reduction programs, including a reduction of
personnel, a reduction of fixed overhead commitments, cancelled
or suspended development on future titles and have scaled back
certain marketing programs, and the Company will continue to
seek external sources of funding, including but not limited to,
a sale or merger of the Company, a private placement of the
Company's capital stock, the sale of selected assets, the
licensing of certain product rights in selected territories,
selected distribution agreements, and/or other strategic
transactions sufficient to provide short-term funding, and
potentially achieve our long-term strategic objectives.

However, there is no assurance that it can complete the
transactions necessary to provide the required funding on a
timely basis in order to continue operating as a going concern.


INTERNATIONAL TOTAL: Files Chapter 11 Petition in E.D. New York
---------------------------------------------------------------
International Total Services, Inc. (OTC:ITSW) said that the
Company and its domestic subsidiaries filed voluntary petitions
yesterday for protection under chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Eastern
District of New York.

During the reorganization process, International Total Services
(ITS) will continue business operations without interruption.
ITS is a leading provider of airport service personnel and
staffing and training services and commercial security services.

The company also announced that it has signed a letter of intent
with Brantley Partners IV, L.P. (Brantley), an investment
company, and Service Management Systems, Inc. (SMS), a privately
held office and mall housekeeping and security services company,
contemplating the sale of certain assets of ITS.

ITS said it is seeking immediate bankruptcy court approval of a
cash collateral order that will enable it to use cash on hand,
cash equivalents and anticipated cash collections to fund
employee salaries and benefits, post-petition materials and
services from vendors, ongoing operations and other working
capital needs.

At the same time, the company is continuing to negotiate with
its lenders for a Debtor-in-Possession (DIP) credit facility.
The agreement with Brantley and SMS is contingent upon several
conditions being met, including but not limited to ITS obtaining
necessary DIP financing throughout the reorganization period.

Under terms of the letter of intent, Brantley will make an
equity investment in SMS, which will create a wholly owned
subsidiary to acquire certain assets of ITS. The ITS businesses
would operate autonomously as a wholly owned subsidiary of SMS
with current ITS management in place.

Mark D. Thompson, ITS president and chief executive officer,
said, "Our customers can be confident that ITS can and will
continue serving them even in the face of heightened needs. In
fact, with these latest developments, ITS is in an even better
position to be able to respond to changing demands of the
aviation services industry, be it increased requirements for
staffing, training, technology or equipment. We fully anticipate
that we will have sufficient funds to cover employee paychecks
and benefits, post-petition vendor invoices and other working
capital needs."

Thompson said that the company's chapter 11 filing is
"absolutely not related in any way to the recent, tragic
events." ITS was not one of the providers of passenger
checkpoint screening services at any of the departure points for
the four planes involved in the terrorist attacks earlier this
week.

As previously disclosed in the company's SEC filings, ITS has
been exploring for some time ways to address its financial
difficulties and has been in discussions with its lenders and
potential investors on a variety of strategic alternatives.

"Ultimately, it became apparent that a viable out-of-court
alternative did not exist and a chapter 11 filing became
necessary," Thompson said.

The airport staffing and screening industry has been under
intense pricing pressure for a number of years. ITS incurred a
substantial operating loss and negative operating cash flow in
each of the three prior fiscal years.

Thompson explained that these losses followed numerous
acquisitions completed under previous management that left the
company with high debt levels and low cash reserves.

The company's continued cash flow deficiency for fiscal 2002,
substantial negative tangible net worth and the maturity of
its credit facility made it impossible to continue to operate in
its existing structure.

"ITS has made and continues to make substantial progress under
new management," said Thompson. "The company is currently
profitable on an operating basis before restructuring,
integration and interest costs, but debt levels are
unsustainable. Chapter 11 will allow us to continue fully
serving our customers while we complete the reorganization and
sale process.

"We believe that the proposed agreement with Brantley Partners
and SMS is the best strategic alternative for all parties,
including our customers and clients, our employees, and our
vendors," said Thompson. "Let me add that the past week has been
an intense one for all of us. I am exceedingly proud of how our
people responded in the face of the week's tragic events. They
stayed calm, they stayed focused, they stayed on the job, and
they did what was required of them. We continue to stand ready
to respond to the needs of our customers and their passengers."

Representatives of senior management from Brantley and SMS both
said, "We have every confidence in the existing ITS management
team, and we believe that, properly capitalized, ITS has
outstanding future prospects."

ITS has set up a toll-free hotline to respond to various
questions about the filing. The number is 800-860-1001, ext. 751
(employees), ext. 788 (vendors), ext. 793 (aviation division
customers), ext. 775 (commercial security division customers).

International Total Services, Inc. is a leading provider of
airport service personnel and staffing and training services and
commercial security services for a wide variety of industries.
ITS services include, among other things, airport passenger
checkpoint screening for airlines.

The company has more than 12,000 employees at operations
throughout the United States, and in Guam and the United
Kingdom.


JAM JOE: Official Committee of Unsecured Creditors Appointed
------------------------------------------------------------
The United States Trustee appoints the Official Committee of
Unsecured Creditors for the Chapter 11 case of Jam Joe, LLC,
consisting of:

1. William R. Mendez of Brewpub Group
   914 Stewart Road, Wilmington, Delaware 19804
   Tel: 302-992-2764 Fax: 302-992-2895

2. Keith A. Praff of SPI Contractors, Inc.
   213 Lorenood Avenue, Wilmington, Delaware 19804
   Tel: 302-994-8240 Fax: 302-695-6477

3. Joseph A. Cahill of Cahill Electric Construction Co.
   26 West State Street, Quarryville, Pennsylvania 17566
   Tel: 610-325-9325


LAIDLAW INC: Seeks Okay to Assume Insurance Agreement with AIG
--------------------------------------------------------------
By its motion, Laidlaw Inc. seeks the Court's authority to:

    (a) assume of certain insurance agreements; and

    (b) enter into certain insurance arrangements with National
        Union Fire Insurance Company of Pittsburgh, Pennsylvania
        and certain other entities affiliated with the American
        International Group, Inc.

Julia S. Kreher, Esq., at Hodgson Russ, in Buffalo, New York
relates that American International Group currently provides
insurance coverage, including workers compensation, general
liability and commercial automobile liability coverage, to
certain Laidlaw companies.

  Coverage               Carrier                       Premiums
  --------               -------                       --------
1) General Liability     American Home Assurance       $ 6,423

2) Business Auto - Texas American Home Assurance         25,485

3) Business Auto         American Home Assurance         10,539
   - Massachusetts &
     Virginia

4) Business Auto         American Home Assurance         163,413
   - All other states

5) Workers' Compensation  Birmingham Fire Insurance      135,634
   - Arizona & Maryland

6) Workers' Compensation  Birmingham Fire Insurance    1,775,854
   - Idaho, Oregon &
     Virginia

7) Workers' Compensation  American Home Assurance      3,760,138
   - California

8) Workers' Compensation  Illinois National Insurance  6,085,022
   - Kentucky, Michigan
     New York, South
     Dakota, Utah, &
     Wisconsin

9) Workers' Compensation  The Insurance Company of     6,288,036
   - All other states     the State of Pennsylvania

10) Crime                 National Union Fire Insurance  143,355
                           of Pittsburg, Pennsylvania

11) Fiduciary             National Union Fire Insurance   40,000
                           of Pittsburg, Pennsylvania

12) Business Auto         American Home Assurance         12,867

13) Excess Workers'       American Home Assurance          5,000
     Compensation

In addition, Ms. Kreher says, the American International Group
also provides the Laidlaw Operating Companies with certain
surety bonds under a surety program.

According to Ms. Kreher, the policy year for all of the policies
under the Insurance Program begins on September 1st of each
year.

Thus, Ms. Kreher contends, these policies must be renewed
effective September 1, 2001.  Ms. Kreher also informs the Court
that the Surety Program expired last August 4, 2001.  So, Ms.
Kreher notes that the Laidlaw Companies are now faced with a
need to renew the Surety Program to renew existing Bonds and to
secure additional bonding to meet ongoing operational needs.

Under the Insurance Program, Ms. Kreher explains, the American
International Group pays the losses and expenses that it
insures.

Some Laidlaw Companies have also agreed to reimburse the
American International Group for those losses and expenses.

Under the Surety Program, Ms. Kreher tells Judge Kaplan, the
American International Group issues Bonds guaranteeing the
performance of certain contracts entered into by the Laidlaw
Companies.  

Generally, the Bonds also guarantee the fulfillment of
obligations.  In return, these Laidlaw Companies have agreed
to reimburse the American International Group for any losses and
expenses associated with such Bonds.

Since the start of their relationship in 1985, Ms. Kreher notes
that the Laidlaw Operating Companies always have performed their
obligations under the American International Group Programs.  
Ms. Kreher claims that the Debtors have no outstanding defaults
under the Contracts.

To ensure that the Debtors' obligations under the Insurance
Program are met, Ms. Kreher relates that the American
International Group held cash collateral of $12,000,000.  

As security for the Surety Program, the American International
Group also holds liens on the bonded contracts and the proceeds.  
Ms. Kreher explains that these liens "spring" upon an event of
default.  And as security for workers' compensation bonds
outstanding, Ms. Kreher says, the American International Group
holds cash collateral worth $4,036,000.

Ms. Kreher emphasizes that the American International Group
Programs are integral to the Laidlaw Companies' operations.
Without it, Ms. Kreher says, the Debtors face the grave
possibility of immediate and irreparable harm resulting from the
loss of contracts or possible contract cancellations.

According to Ms. Kreher, the American International Group and
the Debtors have conducted negotiations to renew the Surety
Program and secure additional bonding capacity since March 2001.

Based on these negotiations, Ms. Kreher relates that the Debtors
and Laidlaw Operating Companies have agreed to renew the
Insurance Program and Surety Program with additional bonding
capacity substantially on the terms set forth on the term sheet.

Ms. Kreher says the Debtors are lucky to have the American
International Group since it is one of the few companies able to
offer such services.  Also, Ms. Kreher notes, the American
International Group is the only company currently expressing any
interest in providing such coverage to the Laidlaw Companies.

The terms of this facility are:

Bonding Program

Transaction: Issuance of $140,000,000 Surety Bond Line
             ($105,000,000 renewal, $35,000,000 additional);
             $4,036,000 of Workers Compensation Bonds.

Term:        Bond line expires July 1, 2002. All new and renewal
             Bonds will be issued for a one-year term.  Workers
             Compensation Bonds will have an annual renewal with
             a 30-day cancellation clause.

Parties:     Bonds may only be issued for the benefit of a
             Laidlaw Operating Company.

Conditions   (1) Finalization of all documentation,
Precedent:   (2) opinion of counsel, and
             (3) other normal and customary closing
                 requirements.

Security:   (A) $25,036,000 cash collateral maximum. This will
                consist of:

                 (1) $16,036,000 already provided to AIG as part
                     of the Insurance Program,
                 (2) 100% of the face amount of any workers
                     compensation bond issued, and
                 (3) 15% of the face amount of the $140,000,000
                     surety bond line used.

                 - Cash collateral will be provided by a Laidlaw
                   Operating Company.
                 - Letters of credit may be posted or     
                   substituted in lieu of cash collateral.

            (B) Existing General Indemnity Agreements from LINC,
                Laidlaw Transit, Inc., Laidlaw Transit Services,
                Inc., Greyhound Lines, Inc. and American Medical
                Response, Inc. must remain in force.

            (C) If proceeds from American International Group
                bonded contracts in excess of $1,000,000 are
                received in advance of proportionate work being
                completed on such bonded contracts, such
                proceeds shall secure the obligations of each
                Bonded Company until such work is completed.

            (D) Existing negative pledge in Indemnity Agreements
                shall remain in place.

            (E) Lease rights to buses to be provided where not
                prohibited by contract.

            (F) Bonded Companies to provide an additional
                $5,000,000 as security for the bond claims of
                Safety Kleen, Inc. enumerated in Laidlaw Inc.'s
                existing Indemnity Agreement. In the event that
                American International Group makes a valid claim
                for such bonds, then American International
                Group may appropriate and apply the Dedicated
                Collateral to pay American International Group's
                claims and expenses incurred. Further, each
                Bonded Company must restore on the first day of
                each month any amount necessary to maintain the
                $5,000,000 balance of Dedicated Collateral.
                American International Group will refund the
                remaining Dedicated Collateral upon resolution
                of such bond claims.

Rates:       Existing premium rates to remain in place.

Fee:         2% of the unused aggregate bond line of credit,
             capped at $2,500,000.

Casualty Insurance Program

Transaction: Renewal of existing casualty insurance program.

Parties:     Same as existing parties, although Greyhound Lines
             and American Medical Response will be excluded from
             the program.

Security:    All new security to be provided by a Laidlaw
             Operating Company.

Renewal security will be:

              - Initial loss escrow due on 8/30/01 will be
                $12,000,000

              - Laidlaw Companies to reimburse American
                International Group bi-monthly in the amount of
                $2,956,522

              - Whenever the actual losses paid by American
                International Group exceed the payments to
                American International Group, the applicable
                Laidlaw Companies will immediately reimburse
                American International Group such deficit.

According to Ms. Kreher, the Debtors and certain Laidlaw
Operating Companies intend to execute documents for the new
American International Group Programs.  

Under the current American International Group Programs, Ms.
Kreher notes that the Debtors and the Laidlaw Operating
Companies party to these documents will be the obligees under
the new American International Group Programs.

Ms. Kreher asserts that the assumption of the Contracts will
allow the Debtors to continue their existing insurance programs
with American International Group and ensure that they have
necessary insurance coverage. Given:

    (i) that the Contracts are the primary obligations of the
        Laidlaw Operating Companies,

   (ii) the Laidlaw Operating Companies' healthy financial
        condition, and

  (iii) the security posted previously and to be posted by the
        Laidlaw Operating Companies in connection with the
        Transaction,

Ms. Kreher also argues, it is extremely unlikely that the
Debtors ever will be required to pay any obligations under the
Contracts.

Moreover, Ms. Kreher tells Judge Kaplan that the AIG Programs
are critical components of the Laidlaw Companies' business
operations.  Thus, Ms. Kreher says, the continuity of these
programs is essential.

Because any credit extended to the Laidlaw Companies by American
International Group under the Programs will be secured by
collateral provided by non-debtor affiliates and not the Debtors
themselves, Ms. Kreher informs the Court that the Debtors are
obtaining unsecured credit under the American International
Group Programs. (Laidlaw Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LIQUITEK: Will Raise $7.5M in Debentures to Meet Capital Needs
--------------------------------------------------------------
Liquitek Enterprises Inc. (OTCBB:LQTK) Thursday announced that
Lester W.B. Moore has been elected chairman of the board and
John W. Nagel has been elected president and chief executive
officer of the company.

Moore had previously been the company's elected president and
CEO, and Nagel had been the company's chief financial officer.
Nagel was also elected to fill the vacancy on the board of
directors created by the resignation of Robert C. Gay, and he
will continue as the company's CFO until a replacement is hired.

Nagel has been the company's CFO since October 1998. He
previously served as a director of the company from May 1999
until May 2000. Nagel served as director of finance for a
network affiliate television station in New Orleans from 1988
through 1998. During the period of 1983 to 1988, he was the
operator and part owner of several franchised ice cream parlors.

>From 1980 to 1983, Nagel held positions in administration and
management for The Nautilus Group Inc., a private venture
capital firm. From 1968 to 1980, Nagel worked for Arthur
Andersen & Co. in numerous capacities related to consulting for
the design and implementation of computer-based management
information systems. He served as an officer in the U.S. Navy
Supply Corps from 1962 to 1966.

Nagel has an M.B.A. degree from Harvard University and a B.S.
degree in accounting from The Ohio State University.

Moore will continue to work with the company in an active role
as its chairman of the board, but will work full-time for Bain
Capital Inc. as its executive vice president, a position he has
held since mid 2000.

Moore will continue to serve Liquitek as a member of the
company's Executive, Audit and Board Nominating Committees and
will maintain his office in the company's executive offices,
from which vantage point he will continue to monitor the
company's operations. Moore was the company's president and CEO
from August 2000 until his election as chairman of the board.

He has been a member of the board of directors since October
2000. Prior to joining Bain in mid 2000, Moore had been
president and CEO of the world-famous Polynesian Cultural Center
in Laie, Hawaii. Previous to his PCC experience, Moore served as
president and/or CEO of several other companies in Utah and
Minnesota.

Moore has a bachelor's degree from the University of Utah and a
master's degree in economics from Brigham Young University.

Moore stated, "These organizational changes are being made in
conjunction with a shift in strategy for obtaining capital to
secure the company's future. When I joined the company a year
ago, we recognized with our board and our shareholders that we
would have to raise additional capital in order to see the
company through to self-sustaining operations.

"As we completed long-range strategic plans for each of the
operating subsidiaries over the next few months, the capital
requirements became clearer. Culley Davis, then our chairman,
worked tirelessly to raise the necessary funding using methods
that had been successful for him and the company in the past.
However, the increasing tightness in capital markets worked
against us."

He added, "In July 2001, we recognized the need to revise our
strategy for obtaining the necessary funding for the company to
include appeals for investment directly and exclusively in
Liquitek Enterprises Inc.

"Based on the significant progress that the subsidiaries had
achieved in their operations, we were committed to doing
everything we could to keep the company going so it could
realize the prospects that the planning had shown to exist. We
recognize the speculative nature of our businesses, but we
believe there is tremendous upside potential to justify the
opportunity for the right investors.

"Our products are well differentiated and have competitive
advantages. The operational foundations are in place to support
the building of our enterprise."

The company also announced that it is pursuing a private
placement of convertible debentures to enable the company to
meet its working capital requirements. The company anticipates
raising approximately $7.5 million in debentures to be offered
to accredited investors only. The debentures will mature in 36
months, bear interest at 12 percent per annum and convert into
shares of common stock at $.50 per share.

Class A and Class B warrants will also be attached to the
debentures. For each $2 of debentures purchased, investors will
receive one Class A Warrant exercisable at $.25 per share and
two Class B Warrants exercisable at $1 per share. The Class A
and B Warrants will expire 60 months from the date of issue and
will be subject to redemption in certain events.

The company also announced that it has posted a summary of the
company's business plan, including a forecast of the company's
expected operating results, on the company's website:
http://www.liquitekinc.com

The achievement of the company's forecasted results is dependent
on the company's ability to raise an additional $2.9 million in
working capital by Sept. 30, 2001 and an estimated additional
$4.6 million by March 31, 2002. Since Aug. 13, 2001, the company
has raised $1.2 million of the $2.9 million through a 12-month
note bearing interest at 12 percent from a stockholder of the
company.


LTV CORP: Noteholders Panel Push For Denial of UST Stay Appeal
--------------------------------------------------------------
After designated a number of additional items to be included in
the appellate record, the Noteholders' Committee of The LTV
Steel Company, appearing through James McLean, adds a
"counterstatement" of the issues on appeal in this case
regarding the Secrecy Order. Specifically, the Committee says
the reviewing court should consider whether Judge Bodoh properly
applied Bankruptcy Code  107(b) and Fed R Bankr Pro 9018 when it
ordered, on August 8, 2001, that a hearing be held in camera and
exhibits be filed under seal.

    Noteholders' Committee's Opposition to Stay Pending Appeal

The Official Committee of Noteholders of LTV Steel Company,
Inc., and its affiliated debtors, appearing through Lisa G.
Beckerman, Robert A. Johnson, Robert J. Stark, and Mara Trager
of the New York firm of Akin Gump Strauss Hauer & Feld LLP,
acting as lead counsel, joined by Joseph F. McDonough and James
McLean of the Pittsburgh firm of Manion McDonough & Lucas PC, as
local counsel, ask that the Trustee's request for a stay pending
appeal be denied.

The hearing to determine whether the U. S. Trustee properly
formed the creditor committee (currently scheduled for September
11, 2001) should proceed as per the Court's order, with all
proceedings in camera and all documents submitted under seal.  

The Trustee's request for extensive discovery and a separate
hearing regarding the issue of what information is confidential
would serve no other purpose than to waste the Court's resources
and the parties' time, Mr. McLean asserts to Judge Bodoh.

Moreover, the U. S. Trustee's entire argument hinges upon the
idea that this Court must engage in a balancing test, weighing
the interests of the competing parties and making a
determination of that the harm posed by dissemination would be
substantial.  Mr. McLean claims that this idea was plucked from
an ordinary non-bankruptcy civil litigation case, however, and
is contrary to the explicit language of 11 U.S.C.  107(b)
and Fed R Bankr Pro 9018, which Mr. McLean interprets as
requiring Judge Bodoh only to determine that the content of the
testimony and exhibits is "confidential" and "commercial".  

He assures Judge Bodoh that the Judge can make that
determination as testimony is taken and the exhibits offered
into evidence, in camera.  If done in open court, however, Mr.
McLean says "the cat will be out of the bag, and the Debtors'
steelmaking competitors would have unfettered access to the
Debtors' current business plan and other highly confidential
information."

While the Committee agrees with the Trustee's statement of
applicable law, the Committee reaches different factual
conclusions.  First, the Committee says that the Trustee is not
likely to prevail on the merits because he relies upon an
ordinary civil litigation balancing-of-interests test that is
completely inapplicable to bankruptcy cases.

Bankruptcy cases are different because by statute Congress
mandated that the Court shall protect confidential commercial
information upon the request of a party in interest.

Mr. McLean cites the  Court's own decision in In re Phar-Mor,
Inc., 191 B.R. 679 (N.D. Ohio 1995), in which the Court held
that Section 107 codified the Supreme court's Nixon decision in
the bankruptcy setting.  Because Congress enacted an express
statutory scheme, issues concerning public disclosure of
documents in bankruptcy cases should be resolved under  107.  
Section 107(b) is a special, congressionally-created rule
which authorized and, in some instances, requires a court to
provide protection to a limited class upon request" with respect
to a trade secret or confidential research, development or
commercial information.

It is not necessary for the party requesting protection even to
show "good cause", citing In re Orion Pictures Corp., 21 F.3d 24
(2d Cir. 1994).  In this respect, the standard in the bankruptcy
context is significantly different from the standard in civil
cases, which do require a showing of good cause.

There is no need, as the U.S. Trustee suggests, for this Court
to balance the right of public disclosure against the privacy
rights of the party, as Congress has already performed that
task.  The bankruptcy court need look only to the explicit
language of section 107.  The outcome of Congress's evaluation
of public access in the bankruptcy context is that, if the
information is a trade secret, confidential research,
development of commercial information, the information and the
requiring party are entitled to protection.  Thus, so long s the
requesting party can demonstrate that the materials are those
falling within Section 107(b), protection must be granted.

The Committee flatly states that material to be submitted at the
hearing will in fact consist of confidential commercial
information, or based on commercial information, provided by the
Debtors to the committees that, if disclosed to the general
public, would unfairly advantage the Debtors' competitors by
providing them highly sensitive information regarding the
Debtor's commercial operations.  

Disclosure of such information could have far ranging
implications, affecting relations with potential third-party
acquirers of estate assets, key employees, and/or critical trade
vendors.

The Committee states its belief that a more accurate way to
measure the value of the Debtors' estates is based on the
Debtors' business plan and projections of cash flows and
earnings, either through a discounted cash flow analysis or
applying an appropriate multiple based on comparable
companies to the Debtors' projected earnings.  

Such a valuation, by its very nature, is clearly based upon
"commercial information" provided by the Debtors to the
Noteholders Committee in the form of their long-term business
plan, projections and other related information.  Further, the
information is subject to a confidentiality agreement between
the Debtor and the Noteholders' and Unsecured Creditors'
Committees.  As such, neither the Noteholders nor Unsecured
Creditors are at liberty to disclose such information unless it
is protected.

Thus, since Judge Bodoh will be able to determine that the
proffered evidence contains confidential information at the time
of the hearing and since the cited Code section requires the
protection of the information from dissemination the U. S.
Trustee is not at all likely to prevail on the merits of his
appear.  

This factor therefore presents strong weight against granting
the requested stay pending appeal.

There is no possibility of irreparable harm to the United States
Trustee, Mr. McLean claims, if his request for a stay pending
appeal is denied.  The only "harm" would be that the Debtors'
steel making competitors will not be allowed to peek in to the
Debtors' confidential business plans.  Second, even if there
were any harm, it would be far from irreparable.  If, after the
hearing, the U.S. Trustee contended that any exhibit accepted
into evidence or any portion of the testimony did not contain
confidential commercial information, the Trustee could move to
unseal the pertinent portions of the transcripts filings.

However, Mr. McLean warns that the Committee expects that it
would "vigorously object" to such a motion because the
transcripts and exhibits are likely to contain nothing but
confidential commercial information of the Debtors that must be
protected.

Mr. McLean rhetorically asks "how could the U.S. Trustee's
hypothetical harm possibly be 'irreparable' if a mechanism to
undo it exists under the rules of bankruptcy procedure?"  

Accordingly, Mr. McLean concludes that this factor too weights
against the stay requested by the U. S. Trustee.

The Debtor, the Noteholders' Committee and the Creditors'
Committee are all entitled to prompt determination of the issue
of whether the U.S. Trustee's action in reversing its prior
decision and forming an equity committee in July 2001 was
proper.

The U.S. Trustee's request for a stay - and its suggestion in
its motion that a separate hearing be held to determine whether
each and every item to be submitted is confidential - will only
postpone the ultimate hearing on the merits of the Joint
Motion. Delay of a hearing on the Joint Motion causes
irreparable harm in a bankruptcy case such as this.

It has been widely noted that the Debtors are currently losing
$1 to $2 million each day while they struggle toward a plan of
reorganization. The Noteholders' Committee has an interest in
preserving the assets of the Debtors by moving forward with the
joint motion expeditiously.

Other than delay, the other harm that may result will be
additional cost to the estates, particularly if the Court grants
the Equity Committee's motion for the retention of
professionals. The Noteholders Committee also has been advised
in discussions regarding discovery that the Equity Committee
will seek to retain financial advisors. Although no application
has been filed at this time, it is expected to be filed
shortly.

Of course, the expense associated with the Equity Committee's
retention of two sets of lawyers and a financial advisor would
be particularly inappropriate if the Court later determines that
it should disband the Equity Committee.

The U.S. Trustee recommends that a separate hearing be held on
confidentiality of specific documents prior to the hearing on
the motion to disband, but such a hearing would have to be held
in camera, with exhibits under seal, to avoid disclosure of
confidential commercial information. The end result would be no
different from the mechanism created by this Court's August 8,
2001 Order, other than to cause delay.

Considerations of public policy in the analysis of a request for
a stay simply are not applicable to the Court's consideration of
whether confidential commercial information must be protected.  
Public policy was taken into account by Congress in enacting
Section 107 and codifying in the bankruptcy context the Supreme
Court's ruling in Nixon v. Warner Communications.  

The U.S. Trustee's invocation of a public interest in open
courts is based on Krause, a Sixth Circuit decision that is
important in ordinary civil litigation, but which simply has no
bearing on a bankruptcy case.  Finally, although the U.S.
Trustee notes that Rule 9018 does not specify the means of
restricting confidential commercial information, the U.S.
Trustee fails to note that Rule 9018 thus allows this court to
fashion an appropriate mechanism for protecting such
information.  

The U.S. Trustee has provided no authority and cannot articulate
any public policy consideration why the mechanism he has
proposed for these hearings is better than the mechanism this
Court approved in its August 8 order. (LTV Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


META GROUP: Taps Levine as New President to Lead Restructuring
--------------------------------------------------------------
META Group Inc. (Nasdaq: METG), a leading information technology
(IT) research and consulting firm, today announced the
appointment of Mike B. Levine, 45, to president.

Levine's appointment, which is effective immediately, culminates
an extensive search that the company initiated in April of this
year.

Dale Kutnick, META Group chairman, CEO, and co-research
director, stated, "We are delighted to have Mike on board. We've
worked diligently over the past six months to weather the
economic storm and to continue improving our liquidity position.
I'm pleased with the results to date, and look forward to
working with Mike to accelerate our growth and return us to
profitability."

Levine's executive experience spans more than 20 years in
general management, sales/marketing, operations, and financial
leadership. Levine has held executive positions within financial
services and computer software/hardware organizations, including
SAP America, ADP Credit Corporation, and Harris/3M. Most
recently, Levine was vice president of Field Operations for SAP
America, where he was instrumental in developing an improved
field operations infrastructure and worked with IBM, SAP's
largest technology partner, as the single point of contact on
all sales issues for the Americas. Prior to that, Levine was
president of ADP Credit Corporation. In his new role, Levine
will be responsible for continuing META Group's move toward
profitability, driving top-line growth, improving operational
efficiencies, and increasing shareholder value.

"We are seeing the results of our cost-cutting and efficiency
measures taken earlier this year. Now, we're excited to bring
Mike on to help us capitalize on these strides, so we can better
serve our customers and continue to acquire new ones," said
Robert Toole, META Group executive vice president and chief
operating officer. "His vast experience in operations and
financial management, as well as sales and marketing, is a
perfect fit for the company."

Levine is a graduate of the University of Miami and the
Executive Program in Finance and Accounting at Columbia
University. He will be based in META Group's Stamford, CT,
headquarters.

META Group is a leading research and consulting firm, focusing
on information technology and business transformation
strategies. Delivering objective, consistent, and actionable
guidance, META Group enables organizations to innovate more
rapidly and effectively. Our unique collaborative models help
clients succeed by building speed, agility, and value into their
IT and business systems and processes. For details, connect with
http://www.metagroup.com

The Company experienced a net loss of $922,000 for the six
months ended June 30, 2001. In April 2001, the Company announced
a restructuring in order to better align its resources with
market demand.

As part of its restructuring, the Company reduced its workforce
by 100, or 15%. In addition, the Company's president, Larry R.
DeBoever, and the Company's co-research director and president
and chief executive officer of metagroup.com, Peter Burris,
resigned.

As a result, the Company anticipates an annual estimated cost
savings of approximately $10 million, including approximately $8
million in payroll and related benefits savings. Such savings
began to materialize in the second half of the second quarter.

The Company, however, recorded a one-time cash charge of
$359,000 in the second quarter of 2001 for severance payments
made during the quarter ended June 30, 2001. If the Company
fails to achieve sufficient revenue growth, maintain operating
expenses below revenue levels or fails to continue to improve
collection of its accounts receivable then any such failure will
likely result in continued operating losses which would have a
material adverse effect on the Company's financial results and
condition.

The Company believes that existing cash balances, anticipated
cash flows from operations and borrowings under its credit
facility will be sufficient to meet its working capital, capital
expenditure and credit facility payment requirements for the
next twelve months. However, the Company currently believes that
decreases in and delays of IT spending as a result of general
economic conditions are likely to continue to negatively impact
its business.

The Company will continue its efforts to improve its accounts
receivable collections. In addition, in the second quarter of
2001, the Company adopted substantial cost-containment measures,
including a 15% reduction in its workforce and aggressive
management of discretionary expenditures.

At the end of June, the Company has total current liabilities of
$76.3 million, as compared to its total current assets of $74.2
million. It had cash reserve of $20.4 million, while its short-
term debts total $21.9 million.


NETACTIVE INC: Files for Bankruptcy Protection in Canada
--------------------------------------------------------
NetActive Inc., a Nepean-based spinoff entity of Nortel Networks
Corporation, filed for bankruptcy protection Thursday, about a
week after it ceased its operations, Ottawa Business Journal
reports, citing InBusiness Media Network.

NetActive manufactured technology that allowed customers to
test, rent and/or buy music, videos and games over the Internet.
It maintained a clientele that included Disney, Blockbuster
Video, AOL-Time Warner and Sega.


NETCENTIVES: Downsizes Workforce By 50
--------------------------------------
Netcentives Inc.(TM) (Nasdaq: NCNT) announced a workforce
reduction, which brings the employee base to approximately 130
employees from 180 salaried employees. The reduction will not
impact the email marketing group, which the company previously
announced is for sale.

Netcentives Inc.(TM) (Nasdaq: NCNT) had earlier 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 would not file for an appeal and was delisted from
the Nasdaq National Market at the opening of business on
September 13, 2001.

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
barnesandnoble.com 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: Deloitte Demands Payment of Administrative Claim
---------------------------------------------------------------
Deloitte Consulting L.P. files a motion for the Debtors to pay
Deloitte Consulting as administrative expense claim an amount to
be determined at a hearing but not less than $2,000,000 for the
Debtors' post-petition conversion and continued use of and
benefit from property and services of Deloitte Consulting, which
the Debtors wrongfully induced to contribute to a new business
venture.

Joseph Gray, Esq., at Gibson Dunn & Crutcher LLP in Wilmington,
Delaware, discloses that for two years prior to the Debtors'
bankruptcy filing, Deloitte Consulting made significant
contributions to a new business venture with the Debtors called
"HOMExperts".  

Mr. Gray states that Deloitte Consulting made contributions
without compensation and believed it was in return for equity in
the business venture.  Mr. Gray contends that Deloitte
Consulting and the Debtors engaged in numerous transactions and
made many representations to third parties indicating that
Deloitte Consulting was an equity owner of HOMExperts but after
the filing of these chapter 11 cases, the Debtors informed
Deloitte Consulting that it had no equity in the venture.

Mr. Gray states that based on representations of agents of the
Debtors that Deloitte Consulting would receive 30% equity in
HOMExperts for its uncompensated contributions, Deloitte
Consulting was wrongfully induced to contribute more than $2.7
million worth of property and services to the venture.  

Mr. Gray claims that Deloitte Consulting created and developed
much of the business plan and majority of intellectual property
of the venture, including business strategy, organizational
structure, information processes and code, strategic alliances,
marketing and venture capital promotion.

After the chapter 11 filings, Mr. Gray discloses that the
Debtors continued to use the intellectual property and Deloitte
Consulting ran HOMExperts' call center and web site and
contributed intellectual property with the belief that it had an
equity position in HOMExperts.  

On January 11, 2001, Mr. Gray revealed that the Debtors
communicated to Deloitte Consulting that it never agreed a co-
ownership and equity interest of Deloitte Consulting in the
venture and converted HOMExperts' intellectual property to a new
version under the Debtors' sole control.

As a result, Mr. Gray contends that Deloitte Consulting is
entitled to administrative expense claim for the fair market
value of the assets the Debtors converted post-petition and the
reasonable value of the post-petition benefit that the Debtors
received and continued to receive from using it's services and
property post-petition. (Owens Corning Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Assumes Amended PPAs with Hypower and QFs
------------------------------------------------------
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 four 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
     -------------------            ----------     -------------
     Hypower, Inc.                    14,400       $1,878,062.95
     Steven Spellenberg Hydro             28               $0.00
     Alex Takahashi                       50               $0.00
     Roy Sharp, Jr.                      100               $0.00

Prior to the commencement of its bankruptcy case, PG&E failed to
pay in full the amounts due under the PPA between PG&E and
Hypower, Inc., resulting in pre-petition claims for payment to
Hypower (the Pre-Petition Payables).

The Assumption Agreements provides for August 1, 2001 as the
effective date for the PPA Amendments and PG&E's assumption of
the PPA, provided that the conditions set forth in the PPA
Amendments are fulfilled. (Pacific Gas Bankruptcy News, Issue
No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: GE Capital Seeks Relief From Stay
-------------------------------------------------
General Electric Capital Corporation and Opelika Industries,
Inc. are parties to a Master Lease Agreement dated July 1993 and
Schedule No. 003, under which Opelika agreed to lease certain
equipment.

Two years later, Opelika then entered into a Master Security
Agreement with GE Capital.  

Under this agreement, Opelika agreed to grant to GE Capital a
security interest in certain equipment listed on any collateral
schedule annexed to the Agreement.

Thomas D. Walsh, Esq., at McCarter & English, LLP, in
Wilmington, Delaware, explains that the security interest was
given to secure the payment and performance of any and all debts
or obligations of Opelika to GE Capital including among other
things, promissory notes.

According to Mr. Walsh, Opelika later executed several
Promissory Notes.  As security for repayment of these notes, Mr.
Walsh says, Opelika granted to GE Capital a security interest in
certain equipment listed in various Collateral Schedules:

  Date   Promissory   Amount   Period      Collateral Schedule
            Note                for
                               Payment
  ----   ----------   ------   -------     -------------------
12/29/95  Note # 1  $570,737  84 mos.  Collateral Schedule No. 2
03/22/96  Note # 2  $207,991  84 mos.  Collateral Schedule No. 3
12/30/06  Note # 3  $431,582  59 mos.  Collateral Schedule No. 4

Mr. Walsh tells the Court that the Debtor made payment of the
installments due under Lease Schedule #3 and Notes #1, #2 and #3
through and including October 2000, but failed to make any
payments after that.  

During the pendency of the bankruptcy, Mr. Walsh relates,
Opelika requested and GE capital agreed to allow the sale of the
collateral subject to Note #3.  But, Mr. Walsh says, GE Capital
has yet to receive the agreed sale proceeds.

According to Mr. Walsh, Opelika owes GE Capital over $340,000
under the Lease and the Notes.  GE Capital believes the
Equipment securing the Notes does not adequately secure its
debt.

Moreover, Mr. Walsh notes, the Equipment continues to depreciate
thereby further eroding GE Capital's security interest therein.

Therefore, GE Capital requests that the Court enter an order
granting them 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 sale proceeds to the obligations owing to GE
Capital. (Pillowtex Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PRECISION METALS: US Trustee Appoints Unsecureds Committee
----------------------------------------------------------
The United States Trustee appoints the Official Committee of
Unsecured Creditors in the bankruptcy case of Precision Metals
Inc, comprising of:

1. Shawn Patrick Madley of J & L Specialty Steel
   1 PPG Place, Pittsburgh, Pennsylvania 15222
   Tel: 412-338-1712 Fax: 412-338-1723

2. James F. Lynn of Allegheny Ludlum Steel Corporation
   1000 Six PPG Place, Pittsburgh, Pennsylvania 15222
   Tel: 412-394-2939 Fax: 412-394-2947

3. Ronald David Fultz of North American Stainless
   6870 U.S. Highway 42 East, Ghent, Kentucky 41045
   Tel: 412-394-2939 Fax: 412-394-2947

4. R. Patrick Cherry of Haynes International, Inc.
   1020 W. Park Avenue, P.O. Box 9013, Kokomo,
   Indiana 46904-9013
   Tel: 765-456-6107 Fax: 765-456-6985

5. Neil C. Wester of Kolene Corporation
   12890 Westwood Avenue, Detroit, Michigan 48223
   Tel: 313-273-9220 Fax: 313-273-5207

6. Ed Brady of Brady Investments, Inc.
   888 Parklane West, Santa Barbara, California 93108
   Tel: 805-565-3968 Fax: 805-565-0134

Immediately after appointment the Official Committee of
Unsecured Creditors applied for the Court's approval to employ
and retain Reed Smith LLP as its counsel and Parente Randolph
LLC as its accountants and financial advisors.


PRECISION SPECIALTY: Gets Approval of Permanent DIP Financing
-------------------------------------------------------------
Precision Specialty Metals said that it has received final Court
approval of the Company's $29 million debtor-in-possession (DIP)
financing agreement.

The DIP agreement calls for the Company's existing bank group,
Bank of America Business Credit to provide $29 million in post-
petition financing to Precision Specialty Metals to purchase
goods and services and fund the Company's ongoing operating
needs during its restructuring process.

The Company filed its voluntary Chapter 11 petition in the U.S.
Bankruptcy Court for the District of Delaware in Wilmington on
July 16, 2001.

"The DIP financing agreement will provide more than adequate
financial resources to fund our post-petition vendor and
employee obligations and other operating requirements as PSM
moves forward in its restructuring," said Lawrence F. Hall,
chief executive officer.

"We are greatly encouraged by the support of our supplier
community and appreciate the many suppliers who are now shipping
to us on normal terms. Their cooperation and support have
already contributed to improvements in our business in the short
weeks since the filing."

Headquartered in Los Angeles, Precision Specialty Metals is a
specialty steel conversion mill engaged in re-rolling, slitting,
cutting and polishing stainless steel and high-performance alloy
hot band into standard or customized finished thin-gage strip
and sheet product.

PSM is the sole stainless steel conversion mill in the Western
United States, and the largest independent conversion mill in
the U.S. Its products are consumed by the automotive, aerospace,
construction, computer and appliance industries.


SPORTS AUTHORITY: Names Paul Fulchino as Newest Director
--------------------------------------------------------
The Sports Authority, Inc. (NYSE:TSA), the nation's largest
full-line sporting goods retailer, announced the election of
Paul E. Fulchino to its Board of Directors.

Mr. Fulchino brings to The Sports Authority a track record of
both operating management and broad consulting experience.
Currently, he is the Chairman, President and CEO of Aviall,
Inc., the world's largest independent technology-based provider
of new and re-sellable component products and related services
to the aviation and marine aftermarket.

Prior to Aviall, Mr. Fulchino served as President and Chief
Operating Officer of B/E Aerospace, and before that served as
Vice Chairman and President of Mercer Management Consulting, a
large international management consulting firm.

Commenting on this addition to The Sports Authority's Board,
Marty Hanaka, Chairman and CEO noted, "I am delighted to have
someone of Mr. Fulchino's caliber joining our Board. His
extensive knowledge and experience in many areas, including
operations, supply chain management and management consulting,
will be invaluable to The Sports Authority. This addition will
further enhance the already exceptional level and diversity of
skills on our Board."

Mr. Fulchino stated, "I am enthusiastic about this opportunity
to assist Marty Hanaka and the management team at The Sports
Authority in their program to position the Company for the
future."

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  http://www.thesportsauthority.com   
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: Seeks Court Approval to Sell Textile Operations
-------------------------------------------------------------
Steel Heddle Corporation, a leading global manufacturer of
precision loom accessories, asks the Bankruptcy Court for the
District of Delaware for authority to sell their textile
business subject to higher and better offers pursuant to Court-
approved bidding procedures.  

Steel Heddle submits to the Court that the approval of the
textile agreement is in the best interest of the Debtors'
estates, their creditors and other parties-in-interest as it
maximizes the value of the Debtors' assets through the sale of
the business as a going concern.  

The Debtors previously entered into an asset purchase agreement
for the proposed sale of substantially all of the assets of the
textile business for $12,500,000, subject to certain adjustments
with a pre-selected bidder with which, the company cannot
disclose due to confidentiality agreement entered during the
negotiations.  

The purchaser is a newly formed entity owned and controlled by
entities having significant experience in the textile business
and are committed to the continued operation of the business.  

Bids will be due by October 29, 2001 while the auction will take
place on October 31, 2001 while the enterprise sale hearing will
be held on November 1, 2001.


SUN HEALTHCARE: Engages ADP to Perform Benefits Administration
--------------------------------------------------------------
Sun Healthcare Group, Inc. sought and obtained the Court's
approval to employ ADP, Inc., nunc pro tunc to July 17, 2001, to
provide benefits administration and COBRA services, and to enter
into a Master Services Agreement with ADP governing the
provision of such services.

The contemplated Benefit Administration Services will begin with
a lengthy implementation phase that will take approximately four
months to complete. Once this initial phase is finished, ADP
will begin administering the Debtors' COBRA and benefits plan
programs, scheduled to occur sometime in mid-November of this
year.

ADP will charge the Debtors a one time implementation fee of
approximately $1 million, with on going yearly fees to tatal
approximately $3.4 million. Despite these substantial costs, the
Debtors believe that the retention of ADP to provide the
Benefits Administrative Services will result in substantial
savings for the Debtors.

By employing ADP to perform the Benefits Administration Services
the Debtors expect to realize, even utilizing a "middle of the
road" estimate, roughly $4.1 million in gross annual direct
costs savings.

These savings arise primarily from reduced staffing needs and
increased productivity through implementation of a new
automated process.

In addition, in the Debtor's estimation, gross annual indirect
costs savings - savings that are associated with freeing
employees to attend to other tasks - are roughly $6.2 million.

A more aggressive estimate pegs gross annual savings indirect
cost at approximately $5 million and indirect costs at
approximately $9 million.  The Debtors therefore estimated gross
annual savings range between $10.3 to $14 million.

The Debtors believe that, even using conservative estimate of
about $7.1 million in gross annual savings, once ADP's annual
fees of $3.4 million are backed out, net  annual savings will be
approximately $3.7 million before accounting for the $1 million
one time charge for implementing ADP's system.

Accordingly, the Debtors believe that the requested relief is in
the best interests of the Debtors, their estates and the
creditors, for the substantial savings this will bring.

The Debtors submit that ADP is not a professional as that term
is used in Section 327 of the Bankruptcy Code. The Debtors
submit that if any provision of section 327 is implicated in the
proposed retention of ADP, it is section 327(b), which excepts
the need for court approval when the proposed retention of a
professional merely replaces prepetition salaried employees for
services that are "necessary in the operation of the Debtors'
business.

In an abundance of caution, and because of the extent of ADP's
proposed engagement, the Debtors have moved the Court for
authorization to employ ADP to perform the Benefits
Administration Services.

The Debtors submit that ADP's retention is necessary and in the
best interests of the Debtors, their estates and their
creditors. (Sun Healthcare Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


TELEX COMMS: Proposes Restructuring Plan to Cut Outstanding Debt
----------------------------------------------------------------
Telex Communications, Inc. announced a proposed debt
restructuring plan intended to significantly reduce its
outstanding debt, increase its financial flexibility and improve
its cash flow.

Edgar S. Woolard, the Chairman of the Board of Directors of
Telex said: "We are excited to announce our debt restructuring
plan which, when completed, will reduce substantially the
significant debt and debt service obligations we have had for
years and will result in a better capitalized Telex.

"We believe this plan will make us a stronger competitor,
strengthen our partnerships with suppliers and customers and is
also in the best interest of our creditors. We want to assure
our business partners that our debt restructuring will cause no
interruptions in our service or our obligations."

As a part of the debt restructuring plan, holders of Telex's 10-
1/2% Senior Subordinated Notes Due 2007 (CUSIP No. 879569AD3)
and Telex's 11% Senior Subordinated Notes Due 2007 (CUSIP No.
269263AC3) (together the "Telex Senior Subordinated Notes") will
have the opportunity to exchange their Telex Senior Subordinated
Notes for units comprised, depending upon one or more of four
exchange options, of various combinations of cash and securities
to be issued by a newly organized operating company which will
acquire substantially all of the assets of Telex.

The new securities to be issued by the new operating company
will include Senior Subordinated Notes, shares of Preferred
Stock, shares of Common Stock and Warrants to purchase
Common Stock.

The exchange offer is conditioned upon the new operating company
being able to obtain senior secured financing to repay
outstanding senior secured indebtedness (including senior bank
indebtedness) and other indebtedness of Telex and its
subsidiaries and to pay expenses of the debt restructuring.

Telex is currently in the process of seeking to arrange such
financing. In anticipation of completing the debt restructuring,
Telex will not make the interest payment due on September 17,
2001 under its 11% Senior Subordinated Notes and the November 1,
2001 interest payment that is due on its 10-1/2% Senior
Subordinated Notes.

If all of the Telex Senior Subordinated Notes are tendered and
accepted for exchange, and if the requisite financing for the
debt restructuring is obtained, the aggregate exchange
consideration will be comprised of $127 million of cash, Senior
Subordinated Notes and Preferred Stock, and all of the Common
Stock of the new operating company and Warrants to purchase up
to 30% of the Common Stock of the new operating company.

In order to effect the restructuring plan, including the
exchange offer, Telex is soliciting consents to, among other
things, transfer Telex's assets and liabilities to the new
operating company and to amend the terms of the indentures
governing the Telex Senior Subordinated Notes to eliminate
various restrictive covenants.

The exchange offer and solicitation of consents and acceptances
is scheduled to expire at 5:00 P.M., New York City time on
October 12, 2001. The exchange offer and solicitation of
consents and acceptances are being made pursuant to a Consent
Solicitation Statement and Exchange Offering Memorandum and the
related Consent and Letter of Transmittal which more fully set
forth the terms of the exchange offer and solicitation of
consents.

Telex is a leader in the design, manufacture and marketing of
sophisticated audio, wireless and multimedia communications
equipment for commercial, professional and industrial customers.
Telex provides high value-added communications products designed
to meet the specific needs of customers in commercial,
professional and industrial markets, and, to a lesser extent, in
the retail consumer electronics market.

As of December 31, 2001, the Company's total liabilities
amounted to $399.2 million as opposed to its total assets of
$223.7 million.


TELIGENT: Invites Bids For the Substantial Sale of Assets
---------------------------------------------------------
             IN THE UNITES STATES BANKRUPTCY COURT
                 SOUTHERN DISTRICT OF NEW YORK

    In re:                      )   Chapter 11
     TELIGENT, INC. et al.,     )   Case No. 01-12974 (SMB)
                 Debtors.       )   (jointly administered)
  
      NOTICE OF (A) AUTION AT WHICH THE DEBTORS WILL SOLICIT
      BIDS FOR THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF
      TELIGENT, INC. AND CERTAIN DOMESTIC SUBSIDIARIES FREE AND
      CLEAR OF ALL LIENS, CLAIMS  AND ENCUMBRANCES; (B)
      PROCEDURES FOR THE SUBMISSION OF COMPETING  OFFERS; AND c
      HEARING TO CONSIDER THE DEBTORS' MOTION TO APPROVE ASSET
      PURCHASE AGREEMENT WITH TELIGENT ACQUISITION CORPORATION
      OR SUCH OTHER HIGHER AND BETTER BIDDER
         __________________________________________________

     PLEASE TAKE NOTICE that a hearing (the "Sale Hearing") to
consider the motion, dated August 24, 2001 (the "Sale Motion")
of the above-captioned debtors and debtors in possession
(collectively, the "Debtors"), for entry of an order pursuant to
sections, 105 (a), 363, 365, and 1146 (c) of title II of the
United States Code (the "Bankruptcy Code") authorizing the sale
of substantially all of the assets (collectively, the "Sellers")
free and clear of all liens, claims, and encumbrances pursuant
to an Asset Purchase Agreement (the "Purchase Agreement") dated
August 23, 2001, with Teligent Acquisition Corporation
("Buyer"), as amended, subject to higher or better offers, is
schedule for October 3, 2001 at 2:00 p.m., New York Time, before
the Honorable Stuart M. Bernstein, United States Bankruptcy
Judge, in the United States Bankruptcy court for the Southern
District of New York, One Bowling Green, New York, NY 10022,
Room 723 (the "Court").

     PLEASE TAKE FURTHER NOTICE that at the Sale Hearing, the
Court will consider the Sellers' request to sell the Teligent
Assets to Buyer on the terms and conditions of the Purchase
Agreement, or to such other competing bidder(s) having submitted
the highest and best offer in accordance with the bidding
procedures approved by the Court (the "Bidding Procedures").  A
copy of the Sale Motion, the Purchase Agreement, the Bidding
Procedures and the order approving the Bidding Procedures may be
inspected at the Office of the Clerk of the Court at the address
set forth above or may be obtained by written request made to
the Debtors' counsel, Kirkland & Ellis, Attention:  Rhonda A.
Bledsoe, 200 E. Randolph, Chicago, IL 60601.  The documents may
also be viewed at http://www.bmccopr.net/teligentcreditor.htm

     PLEASE TAKE FURTHER NOTICE that any objection to the Sale
Motion must: (a) be in writing; (b) conform to the requirements
of the Bankruptcy Code, the Bankruptcy Rules and Local Rules of
the United States Bankruptcy Court for the Southern District of
New York (c) set forth the name of objector, the nature of the
objector's claims against or interests in the Sellers' estates
or property, and the legal and factual basis for the objection
and (d) be filed with the Court and served so as to be received
on or before 5:00 p.m. New York Time, on September 21, 2001 upon
(I) counsel to the Debtors, Kirland & Ellis, 200 E. Randolph
Dr., Chicago, Illinois 60601, Attention:  James H.M. Sprayregen
and Matthew N. Kleiman; (ii)  counsel to the Buyer, Gibson, Dunn
& Crutcher LLP, 200 Park Avenue, New York, New York 10166-0193,
Attention:  James P. Ricciardi; (iii) counsel for the Creditors'
Committee, Milbank, Tweed, Hadley & McCloy LLP, Attention:  
Susheel Kirpalani, One Chase Manhattan Plaza, New York, New York
10005-1413; (iv) counsel to the Administrative Agent for the
Prepetition Lenders, Simpson, Thacher & Bartlett, 425 Lexington
Avenue, New York, New York 10017-3954, Attention:  Steven M.
Fuhrman; and (v) the Office of the United States Trustee, 33
Whitehall Street, 1 st Floor, New York, New York 10004,
Attention:  Paul Schwartzberg.

     PLEASE TAKE FURTHER NOTICE that on October 2, 2001 at 10:00
a.m., New York Time, the Sellers shall conduct an auction (the
"Auction") of the Teligent Assets at the offices of Kirkland &
Ellis, Citigroup Center, 153 East 53 rd Street, New York, New
York 10022-4675, in accordance with the Bidding Procedures
approved by the Court.

     PLEASE TAKE FURTHER NOTICE that, pursuant to the Bidding
Procedures, any Bidder desiring to submit a bid for all or
substantially all of the Teligent Assets must deliver its offer
in writing to (I) counsel to the Sellers, Kirkland & Ellis, 200
E. Randolph Dr., Chicago, Illinois 60601, Attention:  James H.M.
Sprayregen and Matthew N. Kleiman, (ii) counsel for the
Creditors Committee, Milbank, Tweed, Hadley & McCloy LLP,
Attention:  Susheel Krpalani, One Chase Manhattan Plaza, New
York, New York 10005-1413, and (iii) counsel to the
Administrative Agent for the Prepetition Lenders, Simpson,
Thacher & Barlett, 425 Lexington Avenue, New York, New York
10017-3954, Attention:  Steven M. Fuhrman, such that the bid is
actually received by each of the foregoing persons not later
than 4:00 p.m., New York Time, on September 28,2001.  Offers
received after this deadline may be rejected in the discretion
of the Sellers.

   KIRKLAND & ELLIS                 KIRKLAND & ELLIS
   Citigroup Center                 200 East Randolph
   153 E. 53 rd Street              Chicago, Illinois 60601
   New York, New York 10022         Matthew N. Kleiman (MK-3828)
   James H.M. Sprayregen (JS07757)  Anup Sathy (AS-4915)
   Lena Mandel (LM-3769)            (312) 861-2000
   (212) 446-4800

   Counsel for the Debtors and Debtors in Possession


TRICO STEEL: Exclusive Filing Period Extended to November 24
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Trico Steel, LLC's motion to extend the exclusive period during
which the company may propose and file a plan of reorganization
to November 24, 2001 and its exclusive period within which to
solicit acceptances of that plan to January 24, 2002.


U.S. MINERAL: Gets Court Approval to Obtain C.I.T Group Loan
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorizes United States Mineral Products Company to borrow and
obtain loans from C.I.T. Group/Business Credit Inc. provided
that that the amount loaned shall not exceed $7,000,000.  

The proceeds of the loans of the loans shall be used by U.S.
Mineral to pay employee salaries, payroll, taxes and other
general operating and working capital purposes.  

The Court also directs U.S. Minerals to comply with the terms of
the Financing Agreements, which shall constitute as valid and
binding obligations of the Debtor.  


WARNACO: Seeks Time Extension on Distribution Facility Leases
-------------------------------------------------------------
The Warnaco Group, Inc. and Silk Mills, L.C. are parties to an
agreement whereby the Debtors lease a storage and distribution
facility located at 2401 South Branch Avenue and 2408-30 8th
Avenue, Altoona, Pennsylvania (the Silk Mills Lease).

The Debtors and Huntingdon Storage & Distribution, L.P. are also
parties to an agreement whereby the Debtors lease from
Huntingdon a storage and distribution facility located at RD #4,
Industrial Park, Huntingdon, Pennsylvania (the Huntingdon
Lease).

Shalom L. Kohn, Esq., at Sidley Austin Brown & Wood, in New
York, relates the Debtors use the properties subject to the Silk
Mills Lease and the Huntingdon Lease for the distribution of
their products.  

If the Debtors' businesses remain configured as they are
currently, Mr. Kohn says, the Properties will continue to be
essential to the Debtors' businesses.  But if some of the
Debtors' businesses are sold or restructured, Mr. Kohn explains,
the Debtors will need to reject the Silk Mills Lease and the
Huntingdon Lease.

Thus, Mr. Kohn notes, the Debtors need more time to analyze
whether to assume or reject the Leases.

By a motion, the Debtors seek an order for a 120-day extension
of the Assumption/Rejection Period for the Properties through
and including February 6, 2002, subject to:

    (i) the right of the Debtors to request a further extension,
        if necessary, with respect to all Leases, or any
        particular Lease and

   (ii) the right of any lessors of the Silk Mills Lease and the
        Huntingdon Lease to request that extension be shortened
        for cause.

According to Mr. Kohn, an extension of the Assumption/Rejection
period through and including February 6, 2001 with respect to
the Silk Mills Lease and the Huntingdon Lease is reasonable and
appropriate in light of:

  (a) the essential nature of the Silk Mills Lease and the
      Huntingdon Lease to the Debtors' ongoing businesses,

  (b) the possibility that the Debtors' businesses could be
      significantly restructured in such a way that the
      Properties would no longer be needed, and would thus, be a
        large financial burden to the Debtors,

  (c) these Chapter 11 Cases are still in their early stages,
      and

  (d) the fact that the Debtors' initial exclusive period to
      file plans of reorganization runs through October 9, 2001.

The Court has already approved $600 million in post-petition
financing, Mr. Kohn reminds Judge Bohanon, which will enable the
Debtors, along with revenues from their ongoing businesses, to
continue to perform timely all of their post-petition
obligations under the Silk Mills Lease and the Huntingdon Lease
pending a determination as to whether to assume or reject the
Silk Mills Lease and the Huntingdon Lease. (Warnaco Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WINSTAR COMMS: Inks Settlement Agreement with Qwest
---------------------------------------------------
Winstar Communications, Inc. seeks an order from the Court
approving a settlement agreement between Winstar Wireless, Inc.
and Qwest Communications Corporation and granting QCC adequate
protection.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP in Wilmington, Delaware, reveals that the settlement arose
from the obligation of Winstar Wireless under an IRU Agreement
for the use of certain long-haul fiber optic circuits.  

The Debtors and Qwest agreed into an interim IRU agreement to
continue their relationship in a cooperative, mutually
beneficial fashion to avoid costly litigation and provide value
benefits to the Debtors' estates and to QCC.

Mr. Kosmowski states that the Interim IRU agreement provides
that Winstar Wireless will return unused circuits to QCC.  In
return, QCC will agree to accept reduced payments from Winstar
and to defer certain payment obligations subject to certain
benefits of the DIP Lender's collateral as adequate protection.  

Winstar Wireless will also designate circuits obtained under the
IRU Agreement into three categories:

   a) Maintained Circuits - circuits Winstar will likely keep

   b) Likely Terminated Circuits - circuits Winstar will likely
      return to QCC

   c) Terminated Circuits - circuits Winstar will return to QCC

Major terms of the Interim IRU Agreement are:

a) Winstar Wireless agrees to return all unused circuits to QCC
    as quickly as practicable so that by September 30, 2001,
    maintained circuits shall constitute no more than 15% of the
    total circuits.  In consideration, QCC has agreed that the
    price Winstar will pay for the maintained circuits shall be
    lesser of the remaining scheduled contract price under the
    IRU agreement or the current market price for the remaining
    scheduled term.

b) All amount payable to QCC after July 1, 2001 will be
    deferred until maturity date of the DIP Credit Agreement and
    will accrue interest at the same rate and dates at which
    interest accrues under the DIP Credit Agreement.

c) Deferred payments will be secured by collateral under the
    DIP Credit Agreement as adequate protection.  The Debtors
    shall secure the necessary consents, waivers and approvals
    of the DIP Lenders and request permission from the Court in
    granting QCC of liens in collateral.

d) QCC shall be deemed to have the status of a secured party
    and obligations owing to QCC deemed secured obligations.
    QCC will be entitled to the benefit of collateral agent's
    liens on the collateral to secure obligations owing to QCC
    with respect to the deferred payments only.

e) QCC shall be deemed to be a Collateral Agent under the DIP
    Agreement provided that QCC shall not take any action in
    commencing any proceeding to enforce any rights in respect
    of the collateral except that QCC shall be entitled to
    receive its pro rata share of any payments made to the DIP
    lenders under the DIP credit agreement.  Upon approval of
    this motion, QCC shall not be deemed a lender and shall not
    have any rights of a lender under the DIP credit agreement
    notwithstanding its status as a secured party.

f) If the Maintained Circuits constitutes less than 15% of the
    total circuits, the parties agrees to promptly negotiate a
    reduction of each subsequent quarterly payment to reflect
    the then-current market price of such Maintained Circuits.
    In the event that Winstar Wireless has not fulfilled its
    obligation to return unused circuits and maintained circuits
    and maintained circuits constitute more than 25% of the
    total circuits, Winstar Wireless shall pay for such surplus
    circuits the current market lease price by circuit for the
    remaining scheduled term of such circuits.

g) The contract price Winstar Wireless pays for the likely
    terminated circuit is to be reduced to the lesser of the
    remaining scheduled contract price under the IRU agreement
    or the current market price for the remaining scheduled term
    provided that Winstar identifies a Likely Terminated Circuit
    as a Terminated Circuit prior to September 30, 2001.

h) Winstar Wireless shall make no further payments with respect
    to Terminated Circuits provided that QCC reserves its right
    to seek the amount due and owing for the terminated circuits
    from the date of commencement of chapter 11 cases until July
    1, 2001 while the Debtors reserve the right to dispute such
    action.

i) If QCC has been paid in full for the Maintained Circuits at
    the contract price, Winstar Wireless may assign any such
    Maintained Circuits to third parties subject to consent by
    QCC.  Any such circuit assigned shall be deemed to be a
    Terminated Circuit.

j) QCC will agree to enter into a collocation license agreement
    with Winstar Wireless to provide Winstar Wireless to provide
    reasonable collocation facilities with respect to Maintained
    Circuits subject to space and power availability and upon
    such credit terms QCC shall deem appropriate.

Mr. Kosmowski contends that the approval of the Interim IRU
Agreement is in the best interest of the Debtors, their estates
and creditors as the Debtors receive significant benefits under
the Interim IRU Agreement.  

Mr. Kosmowski cites that the Debtors are afforded the
opportunity to return unused and unneeded circuits to QCC
without penalty or termination cost and given a period of three
months to determine which circuits they wish to retain.  

Mr. Kosmowski adds the more significantly, the cash payment the
Debtors would be required to make under the IRU Agreement of $9
million per quarter is expected to be reduced to $1.5 million
with the remainder to be deferred until termination of the DIP
Credit Agreement.  Mr. Kosmowski asserts that the Debtors will
derive substantial benefits from this enhanced cash flow as it
will reduce the amount of financing needs of the Debtor.
(Winstar Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


WINSTAR COMMS: Sells Certain Interests in EBC for $20 Million
-------------------------------------------------------------
                IN THE UNITED STATES BANKRUPTCY COURT
                     FOR THE DISTRICT OF DELAWARE

   ----------------------------------:  Chapter 11
   In re:                            :  Case No. 01-1430 (JJF)
   WINSTAR COMMUNICATION, INC.,      :
   et al.,                           :  Jointly Administered
                     Debtors.        :  
-------------------------------------:

                     SUMMARY NOTICE FOR SALE
                     _______________________

     PLEASE TAKE NOTICE THAT on September 19, 2001, Winstar New
Media Company, Inc. ("WNM"), Winstar credit Corp. ("WCC"), each
a debtor and debtor in possession in the above captioned cases,
and Winstar Broadcasting Corporation (collectively, the
"Sellers") have agreed to sell certain securities (the
"Securities") in Equity Broadcasting Corporation ("EBC") to EBC
for $20 million and grant certain releases pursuant to a
Purchases Agreement and a Release Agreement between the Sellers
and EBC (the sale of the Securities to EBC being referred to
herein as the "Sale").  The Securities consist of approximately
444,309 shares of EBC's Class A common stock and four (4)
promissory notes issued by EBC in the aggregate amount of $28,25
million of varying maturities in 2001, the latest of which is
December 15, 2001.

     The Sale is subject to higher and better offers pursuant to
an auction that will be held at the offices of Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022 on
Wednesday, September 19, 2001 at 2:00 p.m. (the "Auction").  To
participate in the Auction, you must submit a "Qualified Bid" on
or before Tuesday, September 18, 2001, which, among other
things, must be accompanied by a cashier's check or certified
check in the amount of $2,000,000 and a copy of Purchase
Agreement marked to show those amendments and modifications,
including the price, that you propose.

     To receive more information about the Auction and to
receive a copy of the Purchase Agreement, please contact:

                      Shearman & Sterling
                      599 Lexington Avenue
                      New York, New York 10022
                      Attn:  Bryon Mulligan
                      Tel:  (212) 848-4460


BOND PRICING: For the week of September 17 - 21, 2001
-----------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/8 '05                     16 - 18(f)
Amresco 9 7/8 '05                           41 - 43(f)
Arch Communications 12 3/4 '05               1 - 2(f)
Asia Pulp & Paper 11 3/4 '05                26 - 28(f)
Bethelem Steel 10 3/8 '03                   32 - 34
Chiquita 9 5/8 '04                          70 - 71(f)
Conseco 9 '06                               84 - 86
Friendly 10 1/2 '07                         70 - 74
Globalstar 11 3/8 '04                        3 - 4(f)
Level III 9 1/8 '04                         46 - 48
Owens Corning 7 1/2 '05                     32 - 34(f)
PSINet 11 '09                                7 - 8(f)
Revlon 8 5/8 '08                            48 - 49
Trump AC 11 1/4 '06                         72 - 74
USG 9 1/4 '01                               76 - 78(f)
Westpoint 7 3/4 '05                         38 - 40
Xerox 5 1/4 '03                             88 - 89

                          *********

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

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

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

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

                          *********

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

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

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

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

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

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