TCR_Public/010918.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, September 18, 2001, Vol. 5, No. 182

                          Headlines

360NETWORKS: Wagner Equipment Seeks to Enforce Mechanic's Liens
AMES DEPARTMENT: Gets Okay to Hire Ordinary Course Professionals
BREAKWATER RESOURCES: Deadline to Raise $16M Extended to Sept 30
COHO ENERGY: Sells Oil & Gas Assets for $80MM to Unnamed Party
COMDISCO INC: Creditors' Committee Taps GC&D as Local Counsel

CONTINENTAL AIRLINES: Cuts Flights by 20% and Jobs by 12,000
COVAD COMMS: Signs-Up BSI As Notice & Claims Agent
DELPHI INTL: Plans to Pay Off Liabilities and Wind-Up Operations
DERBY CYCLE: Court Approves Koninklijke Sale & Bidding Protocol
EDISON INTL: State Legislature To Reconsider Bailout in 2 Weeks  

FRUIT OF THE LOOM: Settles Litigation with Fried, Frank
GC COMPANIES: Seeks Lease Decision Period Extension to Nov. 5
GENESIS HEALTH: Seeks Court's Nod to Assume Scriptline Agreement
GENESIS WORLDWIDE: Files Chapter 11 Petition in S.D. Ohio
GENESIS WORLDWIDE: Chapter 11 Case Summary

GROVE WORLDWIDE: Court Confirms Reorganization Plan
HARNISCHFEGER: Beloit Wants to Expunge 38 Claims Totaling $17MM
ICG COMMS: Gets Approval for C&W to End NetAhead Peering Pact
IMPERIAL SUGAR: Says Confirmed Plan Renders AFS' Motion Moot
INTEGRATED HEALTH: Rejecting Three Alabama Real Property Leases

LAIDLAW INC: Court Okays Harter as Counsel for Unsecured Panel
LERNOUT & HAUSPIE: Hearing for Plan Confirmation on Sept. 25
LOEHMANN'S INC: Wants Deadline Extension to Object to Claims
MITSUBISHI WIRELESS: Dissolution Will Begin on March 31
NATIONAL AIRLINES: Reduces Operations in Wake of U.S. Tragedy

NATIONAL ENERGY: Completes Conveyance of Oil & Gas Assets to NEG
NETMANAGE: Proposes Reverse Stock Split to Shun Nasdaq Delisting
NORTH LILY: Files for Relief Under Chapter 11 in Colorado
NORTH LILY: Chapter 11 Case Summary
OWENS CORNING: Seeks Approval of Kearny EPA Clean-Up Settlement

PACIFIC GAS: Assumes Amended Power Purchase Agreements with QFs
PILLOWTEX CORP: Seeks to Pay Prepetition Personal Property Taxes
PILLOWTEX: Closes Sale of Blanket Division to Beacon Acquisition
PRECISION METALS: Gets Court's Nod to Obtain Secured Financing
RELIANCE GROUP: Koken Seeks Protection for Insurance Assets

RELIANCE GROUP: Paul W. Zeller to Take Helm on October 1
SILICON FILM: Considers Liquidation Under Bankruptcy Proceedings
SUN HEALTHCARE: Seeks Expungement of Bank Of NY's $5MM Claim
TRAVELBYUS.COM: Discussions on Debenture Terms Amendment Ongoing
TWINLAB CORP: Amends and Secures Waiver of New Credit Facility

U.S. MINERALS: Wants Lease Decision Deadline Extended to Nov. 23
WEIRTON STEEL: CEO Says Contracts Ratification Central in Plan
WESTFIELD AMERICA: GMAC Probably Has its Fingers Crossed
WHEELING-PITTSBURGH: Engages GRC to Sell Brook County Properties
WINSTAR COMMS: Signs-Up Arent Fox As Special Counsel

* All Manhattan Bankruptcy Deadlines Extended through Sept. 26

                          *********

360NETWORKS: Wagner Equipment Seeks to Enforce Mechanic's Liens
---------------------------------------------------------------
Wagner Equipment Company, a creditor in the Chapter 11 cases of
360networks, inc., has perfected its previously recorded
mechanic's liens against the Debtors properties located at:

         Property                                Lien Amount
         --------                                -----------
1) El Paso County, Texas *                      $209,784.99
2) 314 California Avenue                         412,605.60
    Bakersfield, California
3) 2730 Matthews Avenue (in Shelby County)       426,232.41
    Memphis, Tennessee
4) Lot 16, Airport Industrial Park,              429,505.07
    Parish of Jefferson in Louisiana or,
    1.100 Industry Road, in Keener, Louisiana
5) 70 and 100 Inner Belt Road in Somerville      499,396.08
    Middlesex County, Massachusetts
6) Hamden County, Massachusetts *                (unknown)
    (Specific location undetermined)

Alex Roise, authorized representative of the company, relates
that they furnished labor and materials for improvement of the
Debtors' properties yet they remain unpaid for their services.
(360 Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


AMES DEPARTMENT: Gets Okay to Hire Ordinary Course Professionals
----------------------------------------------------------------
Ames Department Stores, Inc. asks the Court for authority retain
and compensate professionals employed in the ordinary course of
their business without the need for submission of separate
employment applications, affidavits, and issuance of separate
retention orders for each individual professional firm.

The Debtors desire to continue to employ the Ordinary Course
Professionals to render many of the services to their estates
similar to those services rendered prior to the Commencement
Date.  These professionals render a wide range of tax, real
estate, finance, insurance, and other services for the Debtors
that impact the Debtors' day-to-day operations and will be
necessary to assist with the reorganization of the Debtors.

David S. Lissy, Esq., Ames' Senior Vice President and General
Counsel relates that it is essential that the employment of the
Ordinary Course Professionals, many of whom are already familiar
with the Debtors' affairs, be continued on an ongoing basis to
avoid disruption of the Debtors' day-to-day business operations.

The Debtors submit that the proposed employment of the Ordinary
Course Professionals and payment of monthly compensation above
is in the best interest of their estates and their creditors.  
Mr. Lissey states that the relief requested will save the
estates the substantial expenses associated with applying
separately for the employment of each professional.  

Further, Mr. Lissey adds that the requested relief will avoid
the incurrence of additional fees pertaining to preparing and
prosecuting interim fee applications together with the review
process by other parties in interest.

Likewise, Mr. Lissey contends that the procedure will relieve
the Court and the United States Trustee of the burden of
reviewing numerous fee applications involving relatively small
amounts of fees and expenses.

Deeming it helpful to the Debtors' current restructuring
efforts, Judge Gerber approved the retention of the Ordinary
Course professionals.  Judge Gerber further orders that:

(a) Each law firm retained as an Ordinary course Professional
    shall file an affidavit with the Court within the later of
    30 days of entry of the Order and the date of the firm's
    engagement by the Debtors.

(b) The Debtors are authorized, but not obligated to make full
    payments for post-petition services to each Ordinary Course
    Professional in an interim basis and in the customary manner
    and terms prior to the commencement of these cases. Such
    payments would be made upon receipt of appropriate invoices
    detailing the nature of services rendered and disbursements
    incurred. However, if any Ordinary Course Professional's
    fees and disbursements exceed a total of $30,000 per month
    or, annually $360,000 in the aggregate, the payments to such
    Professionals shall be subject to prior Court approval. Any
    professional employed by the Debtors on a contingent basis
    shall not be subject to the fee limitations described.

(c) All other legal professionals utilized by the Debtors in
    connection with the prosecution of these cases shall be
    retained by separate applications.

(d) The Debtors are authorized to supplement the list of
    Ordinary course Professionals from time to time as necessary
    and serve a copy of the list on (i)the United States
    Trustee, (ii)the Debtors' pre-petition and post-petition
    lenders, (iii)the twenty largest unsecured creditors, and
    (iv)any statutory committee appointed in these cases. If no
    objections are filed within 10 days after service, then such
    list is deemed approved by this Court without further
    hearing. (AMES Bankruptcy News, Issue No. 3; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


BREAKWATER RESOURCES: Deadline to Raise $16M Extended to Sept 30
----------------------------------------------------------------
Breakwater Resources Ltd. (TSE-BWR) announces that its banking
syndicate has agreed to amend the credit agreement to extend the
date requiring the Company to raise $16.0 million from September
30, 2001 to October 31, 2001.

As previously announced, the Company intends to complete a
rights offering for 23.2 million shares at a price of $0.50 per
share. This rights offering combined with the recently announced
$6.0 million financing already completed will satisfy the
requirements under its credit agreement.

Breakwater Resources Ltd. is a mineral resource company engaged
in the acquisition, exploration, development and mining of base
metal and precious metal deposits in the Americas and North
Africa.

Breakwater's production is currently derived from five zinc
mines, the Bouchard-Hebert mine in Quebec, Canada, the Nanisivik
mine on Baffin Island in Canada, the Bougrine mine in Tunisia,
the El Mochito mine in Honduras and the El Toqui mine in Chile.

In 2000, Breakwater's mines produced 461 million pounds of zinc,
11 million pounds of copper, 24 million pounds of lead, 2.7
million ounces of silver and 20,000 ounces of gold. Breakwater
also owns the Langlois mine located near Lebel-sur-Quevillon,
Quebec and the Caribou mine in New Brunswick, Canada that are
currently being held on a care and maintenance basis.


COHO ENERGY: Sells Oil & Gas Assets for $80MM to Unnamed Party
--------------------------------------------------------------
Coho Energy, Inc. (OTCBB:CHOH) announced it has entered into a
letter of intent for the sale of its Mississippi oil and gas
assets to an undisclosed third party for an aggregate cash
purchase price of $80 million.

The proposed sale is subject to the ability of the purchaser to
obtain financing for the transaction and other customary
conditions to close an asset sale, including the execution of a
definitive agreement, all of which is currently scheduled to be
finalized by mid-October.

The Mississippi properties, which are located primarily in the
Brookhaven, Laurel, Martinville and Soso fields, produced 4,725
BOE/day for the quarter ended December 31, 2000 and 5,205
BOE/day for the quarter ended June 30, 2001. At December 31,
2001, the Mississippi properties contained an aggregate total of
30,035 MBOE (equivalent barrels of oil per day) of net proved
reserves, representing approximately 30% of the Company's net
proved reserves and approximately 42% of the Company's net
revenues.

The Company anticipates all proceeds will be used to reduce
borrowings under its senior revolving credit facility.
Currently, the Company has borrowing of $195 million outstanding
under its senior credit facility.

Coho Energy, Inc. is a Dallas based oil and gas producer
focusing on exploitation of underdeveloped oil properties in
Oklahoma and Mississippi.


COMDISCO INC: Creditors' Committee Taps GC&D as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Comdisco Inc.,
wishes to employ the law firm of Gardner, Carton & Douglas as
local counsel in these cases.  Thus, the Committee requests the
Court to authorize and approve the GC&D employment retroactive
to July 27, 2001.

Gardner expects to charge for its legal services on an hourly
basis.  The names and hourly rates of the attorneys and
paraprofessionals at Gardner who will be principally involved in
this case are:

      Attorneys
           Harold L. Kaplan       $450
           William J. Barrett     $380
           Melissa Glass          $200

      Paraprofessionals
           Mark R. Mackowiak      $160
           Daniel D. Northrop     $150

William J. Barrett, a partner in GC&D, adds it is also Gardner's
policy to charge its clients for expenses incurred in connection
with the client's case.  The expenses charged to clients
include, among other things, special or hand delivery charges,
document processing, photocopying charges, travel expenses, and
computerized research.

Mr. Barrett admits that prior to being asked to act as counsel
for the Committee, GC&D provided services to General Electric
Capital Corporation (GECC) in connection with GECC's efforts to
purchase certain assets of the Debtors.  

However, Mr. Barrett assures the Court that GC&D has terminated
that representation, and that the Committee's lead counsel,
Wachtell, Lipton, Rosen & Katz, will be responsible for any
matters concerning GECC.

To the best of Mr. Barrett's knowledge, no employee of GC&D
holds or represents any other entity having an adverse interest
in connection with the case. (Comdisco Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CONTINENTAL AIRLINES: Cuts Flights by 20% and Jobs by 12,000
------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced that it will
immediately reduce its long-term flight schedule by
approximately 20 percent on a systemwide available seat mile
basis, and will be forced to furlough approximately 12,000
employees in connection with this reduction.

These actions are a direct result of the current and anticipated
adverse effects on the demand for air travel caused by this
week's terrorist attacks on the United States and the
operational and financial costs of dramatically increased
security requirements.

In the last four days Continental has seen a drastic drop in
bookings in an already declining economy. In addition, many
corporations have instructed their employees to avoid U.S
airlines.

"The U.S. airline industry is in an unprecedented financial
crisis. We call on the President and members of Congress to take
immediate action to restore the stability of this vital
industry, on which our nation's economy heavily depends," said
Gordon Bethune, Continental chairman and chief executive
officer. "Our industry needs immediate Congressional action if
the nation's air transportation system is to survive."

Continental expects to announce the details of its schedule
reduction and furloughs within the week. "While we regret the
necessity for this massive furlough and substantial schedule
reduction, and the adverse impact on our dedicated employees,
customers and communities we serve," said Bethune, "we have no
choice."

Prior to the terrorist attacks and this announcement,
Continental Airlines and its subsidiaries flew over 2,500
flights a day. The airline, which currently employs more than
56,000 people, has been the industry leader with superior
operational performance, 26 straight profitable quarters,
numerous national and international customer service awards, and
repeated designation as one of the 100 Best Companies to Work
For in America.


COVAD COMMS: Signs-Up BSI As Notice & Claims Agent
--------------------------------------------------
Covad Communications Group, Inc. seeks the entry of an order
authorizing the approval and retention of Bankruptcy Services
LLC (BSI) as noticing, claims and balloting agent to:

A. serve as the Court's notice agent to mail certain notices to
    the estates creditors and parties-in-interest;

B. provide computerized claims, claim objections an balloting
    database services; and

C. provide expertise, consultation and assistance with claim
    and balloting processing and other administrative
    information related to the Debtor's bankruptcy case.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
P.C. in Wilmington, Delaware, estimates there will be more than
3,000 creditors who may hold claims against the Debtor's estate.

The Debtor believes that there are many creditors, former
employees, and other parties-in-interest who require notice of
various matters, and in particular, the deadline for filing
proofs of claim.  

Additionally, Ms. Jones tells the Court that many of these
parties may file proofs of claim and cast ballots with respect
to a plan of reorganization.  Ms. Jones contends that the size
of the Debtor's creditor body makes it impractical for the Clerk
of the Bankruptcy Court to send notices and to maintain a claims
register and tabulate ballots.  

Ms. Jones contends that the Court is empowered to utilize
outside agents and facilities for such purposes, provided that
the costs of these facilities and services are paid for out of
the assets of the Debtor's estate.  

Accordingly, the Debtor seeks the entry of an order retaining
and appointing BSI, as the agent for the Clerk, and as custodian
of official court records, and to perform such other services as
may be required by the Debtor as described below, and
authorizing the Debtor to compensate BSI for services rendered,
and to reimburse BSI for expenses incurred, without further
order of this Court, upon the Debtor's receipt of reasonably
detailed statements of fees and expenses.

BSI is one of the country's leading chapter 11 administrators
with experience in noticing, claims processing, claims
reconciliation and distribution, Ms. Jones says, and has
substantial experience in the matters upon which it is to be
engaged.  Ms. Jones relates that BSI has acted as official
claims agent in several cases in this and other judicial
districts including: Trans World Airlines, Inacom Corp., Stellex
Technologies, Inc., Zany Brainy, Inc., and Winstar
Communications, Inc.  

By appointing BSI as the noticing and claims agent in this case,
Ms Jones contends that the creditors of the Debtor's estate will
benefit from BSI's significant experience in acting as a notice
agent and claims agent in other cases and the efficient and
cost-effective methods that BSI has developed.

BSI, at the request of the Debtor or the Clerk's Office, will
provide the following services as the claims and noticing agent:

A. Prepare and serve required notices in these chapter 11 cases,
   including:

  1. notice of the commencement of these chapter 11 cases; first
     day orders, and the initial meeting of creditors;

  2. assist the Debtor in the preparation of its bankruptcy
     Schedules and Statements, including the creation and
     administration of a claims database based upon a review of
     the claims against the Debtor's estate and the Debtor's
     books and records.

  3. notice of the claims bar date and provide proof of claim
     form to all potential creditors;

  4. notice of objection to claims;

  5. notice of any hearings on a disclosure statement and
     confirmation of a plan of reorganization; and

  6. other miscellaneous notices and orders to any entities, as
     the Debtor or the Court may deem necessary or appropriate
     for an orderly administration of these chapter 11 cases.

    After the mailing of a particular notice, BSI will file with
    the Clerk's Office a certificate or affidavit of service
    that includes a copy of the notice involved, a list of
    persons to whom the notice or order was mailed and the date
    and manner of the mailing.

B. Perform Claims Agent Services, including:

    1. coordinate receipt of filed claims with the Court and
       maintain copies of all proofs of claim and proofs of
       interest filed;

    2. enter filed claims into BSI database and match scheduled
       liabilities and filed claims by creditor number;

    3. provide copies of the claims register as required by the
       Court; and

    4. the information in the claims register shall include:

        a. claimant/agent name and address
        b. creditor number
        c. scheduled amount
        d. claim number and date received
        d. claim amount and classification; and
        e. pertinent consumers affecting disposition of the
            claims.

    5. If requested, BSI will provide exhibits and distribute
       materials in support of motions to allow, reduce, amend
       and expunge claims.

    6. BSI will also update the claims register to reflect Court
       orders affecting claims resolutions and transfers of
       ownership.

    7. record all transfers of claims pursuant to Bankruptcy
       Rule 3001 (e) and provide notice of such transfers as
       required;

    8. comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

    9. provide temporary employees to process claims, as
       necessary;

   10. provide such other claims processing, noticing and
       related administrative services as may be requested from
       time to time by the client and/or its counsel; and

   11. promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at
       any time prescribe.

C. Perform Claims Tracking Services, including:

    1. Establish a database and provide periodic updates via
       electronic means.

    2. Customize the BSI PC-based software to meet the specific
       business needs of the case.

    3. Provide on-site hardware support at the client's and
       attorney's offices.

    4. Work directly with your client's management and staff to
       facilitate the claims reconciliation process, including:

        a. matching scheduled liabilities to filed claims;
        b. identifying duplicate and amended claims;
        c. categorizing claims with "plan classes;" and
        d. coding claims and preparing exhibits for omnibus
           claims motions to be filed by attorney.

D. Perform Balloting Services, including:

    1. Coordinate the design and printing of ballots with the
       client and its counsel.

    2. Identify the "universe" of voting and non-voting
       creditors and shareholders subject to the Plan of
       Reorganization and voting procedures.

    3. Prepare voting reports by plan class, creditor or
       shareholder and amount for review and approval by the
       client and its counsel.

    4. Print creditor and shareholder/class specific ballots and
       coordinate mailing of ballots, disclosure statement and
       Plan or Reorganization to all voting and non-voting
       parties.  Provide certificate or affidavit of service.

    5. Establish a toll-free "800" number to receive questions
       regarding voting on the Plan of Reorganization.

    6. Solicit acceptances to the Plan of Reorganization, if
       requested.

    7. Receive ballots at the P.O. Box. Inspect ballots for
       conformity to voting procedures. Date stamp and number
       ballots consecutively. Tabulate and certify the results.

E. Perform Disbursement Services, including:

    1. After confirmation of the Plan of Reorganization, BSI
       will calculate the disbursement amounts for cash and
       securities to holders of allowed claims. Reserves will be
       calculated for disputed claims. If appropriate, interest
       will be calculated for specific classes of claims subject
       to the treatment defined in the Plan of Reorganization.

    2. BSI will develop disbursement reports to meet your
       client's requirements. Prior to processing any payments,
       the disbursement report would be submitted to the client
       and its counsel for review and approval.

    3. Upon approval of the disbursement report, payments will
       be made to allowed claim holders by check or by wire
       transfer on an accounts established and funded by the
       client. Simultaneously, BSI will coordinate the issuance
       of new securities with a Transfer Agent/Trustee selected
       by the client. BSI will distribute the shares along with
       the cash payment and a letter of transmittal defining the
       payment. One or more escrow accounts will be established  
       for the cash portion of the disputed claims reserves.

Ms. Jones tells the Court that the Debtor also may use BSI to
provide the Debtor with training and consulting support
necessary to enable the Debtor to effectively manage and
reconcile claims, and to provide the requisite notices of the
deadline for filing Proofs of Claim.  

In addition, Ms. Jones adds that the Debtor may utilize other
services offered by BSI, such as (a) providing other notices
that will be required as these cases progress, (b) tabulating
acceptances and/or rejections to a Plan of Reorganization, and
(c) providing such other administrative related services that
may be requested by the Debtor and/or its counsel.

After considering its quality of performance in other cases, the
Debtor concluded that BSI was the best choice for Claims and
Noticing Agent in these cases.  The Debtor believes that the
Agreement contemplates compensation at a level that is
reasonable and appropriate for services of this nature, and is
consistent with the compensation arrangement charged by BSI in
other cases in which it has been retained to perform similar
services.  

Ms. Jones contends that the Debtor needs to employ a claims
agent with proven competence, which BSI qualifies.  Ms. Jones
asserts that approval of the Agreement is in the best interests
of the Debtor, its estate and its creditors.

Ron Jacobs, President of BSI, believes that the firm is a
disinterested person in these cases and holds no interest
adverse to the Debtor and its estate.  Mr. Jacobs adds that BSI
has no connection with the Debtor, its creditors, or any other
parties-in-interest in these cases that would conflict with the
scope of BSI's retention or create any interest adverse to the
Debtor's estate.

                    US Trustee Objects

Patricia Staiano, the United States Trustee, files an objection
to the Debtor's Motion to Employ & Retain BSI as the Noticing,
Claims and Balloting Agent.

Joseph J. McMahon, Jr., Esq., attorney for the US Trustee, tells
the Court that the US Trustee objects to the employment of BSI
because the application seeks for BSI to assist the Debtor in
the preparation of its bankruptcy schedules and statements by
which BSI's role as an independent agent may be compromised if
the aforementioned services are not purely ministerial in
nature. (Covad Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


DELPHI INTL: Plans to Pay Off Liabilities and Wind-Up Operations
----------------------------------------------------------------
Delphi International Ltd. (Nasdaq: DLTDF) reached an agreement
with its primary reinsureds, creditors and preferred
securityholders pursuant to which it will settle substantially
all of its reinsurance obligations, as well as its obligations
under its debt securities and preferred shares.

In furtherance of this agreement, the Company's subsidiary,
Oracle Reinsurance Company Ltd., will cease operations and
commute all of its reinsurance agreements currently in effect.

Upon completion of these commutations and settlement of its
remaining liabilities, the Company and its subsidiaries intend,
subject to receipt of shareholder approvals, to commence winding
up and liquidation proceedings.

Under the terms of the agreement reached by the Company, which
is subject to certain regulatory approvals, the Company's common
shareholders will receive a liquidating distribution in the
amount of $3.00 per share.

Subject to timely receipt of shareholder and regulatory
approvals, the Company believes that the liquidation process
will be completed in the first quarter of 2002.

Colin O'Connor, President and Chief Executive Officer,
commented: "Our ability to create value for our shareholders
depends on the availability of letters of credit on commercially
viable terms, superior investment returns and an attractive
niche reinsurance market environment. While our investment
returns have been acceptable, attractive specialty reinsurance
business has not been available due to difficult conditions in
the market and our small capital base. Perhaps most important,
letters of credit supporting existing reinsurance are expiring
early next year and cannot be renewed or replaced. In light of
these limits on our growth prospects, the Board believes the
best course is for the Company to wind up its activities, settle
its existing liabilities and distribute the remainder to
shareholders. We believe that, subject to receipt of the
necessary approvals, $3.00 per share of liquidation proceeds
should be distributed to common shareholders in next year's
first quarter."

Delphi International Ltd. is the parent of Oracle Reinsurance
Company Ltd., a Bermuda-based specialty reinsurer.


DERBY CYCLE: Court Approves Koninklijke Sale & Bidding Protocol
---------------------------------------------------------------
The Derby Cycle, Inc. announced that the Bankruptcy Court has
approved its motion to sell one of its subsidiaries, Koninklijke
Gazelle B.V. and the accompanying bidding procedures governing
the sale.  

The company has already agreed to sell the subsidiary to Cycle
Bid Company for $20,000,000 to be used to repay the revolving
credit facility and repurchase the outstanding senior notes.  

The auction for the sale of the division is to be held on
September 28, 2001 while a sale hearing shall be held on October
2, 2001.  

The sale also allows the company to be entitled to contingent
amounts in the event sale of substantially all of the assets of
the buyer or acquisition of 50% or more of the ownership of the
buyer.  

The contingent amount ranges from 10% if equity sale proceeds
between $15,000,000 to $20,000,000, and up to 15% if proceeds
exceed $40 million.  

Auction bidding procedures was included to invite more
interested parties to the sale that will maximize the sale value
of the subsidiary.  

In case Derby terminates the sale due to a better bid by another
bidder, Cycle Bid shall be entitled to expense reimbursement
related to the sale not to exceed $200,000 plus break-up fee
equal to $600,000.

The bidding procedures also require that all bidders submit a
$1,000,000 good-faith deposit to participate.  

The company states that it shall only consider bids if it
exceeds by $500,000 the proposed purchase price plus the expense
reimbursement and break-up fee.


EDISON INTL: State Legislature To Reconsider Bailout in 2 Weeks  
---------------------------------------------------------------
Edison International endorses Governor Gray Davis' call for the
State Legislature to return in approximately two weeks to
convene a third special session to complete action on
legislation that will return the company to the power purchasing
business.

Edison appreciates the continued commitment shown by the
Governor and the State Assembly in their support for SB78xx as
amended. We believe this bill is workable, will restore Southern
California Edison to investment grade status and result in the
state no longer buying electric power for the Company's
customers.

The Company remains hopeful that the State Senate will return in
two weeks and favorably consider SB78xx, as amended.

Until that time, Edison will work closely with its creditors and
ask for their continued support and forbearance as the Company
moves closer to a negotiated settlement.

The Company continues to strongly believe that such a settlement
is far preferable to bankruptcy for its customers, its company
and the state's economy.

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


FRUIT OF THE LOOM: Settles Litigation with Fried, Frank
-------------------------------------------------------
Fruit of the Loom, Ltd. seeks entry of an order under Bankruptcy
Rule 9019 approving the Settlement Agreement and authorizing
Fruit of the Loom to enter into and perform in accordance
therewith.

Fruit of the Loom's former subsidiary was a defendant in, and
Fruit of the Loom was an indemnitor and real party in interest
in, an action in the Alameda County Superior Court in
California, entitled LMP Corporation, et al. v. Universal
Manufacturing Corp., et al., and Fruit of the Loom was a
party to an action in the Los Angeles County Superior Court
entitled MagneTek, Inc. v. Fruit of the Loom, Inc.  

Fried, Frank, Shriver & Jacobson represented Fruit of the Loom
in certain aspects of the Indemnity Action and represented both
Fruit of the Loom and (at Debtor's direction) its indemnitee and
former subsidiary in connection with certain aspects of the LMP
Action.

On or about October 26, 2000, Fruit of the Loom commenced the
Civil Action against Fried Frank.  The suit is pending in the
Los Angeles County Superior Court, Case No. BC239166.  Fruit of
the Loom asserts, without limitation, legal malpractice and
breach of fiduciary duty in connection with Fried Frank's
representation of FTL and others in the LMP Litigations.  

Fried Frank denies FTL's allegations in the Civil Action, and
denies that it breached any duties to or owes any damages to
Fruit of the Loom.

The Parties have reached a consensual resolution of the Civil
Action, the terms of which are set forth in the Settlement
Agreement.

Among other things, and except as set forth therein and in
accordance with the terms and conditions contained therein,
pursuant to the Settlement Agreement, the Parties will release
and forever discharge each other (and certain of their
respective related parties) from and any and all claims,
demands, damages, liabilities, actions, causes of action or
suits at law or in equity of whatever kind, state or federal,
known or unknown, which the Parties ever had or now have.

The Settlement Agreement provides that, without admitting any
wrongdoing, the Parties will take certain actions set forth
therein to resolve claims relating to the Civil Action.

In connection therewith and upon completion of certain
activities by Fried Frank, including the settlement payment,
Fruit of the Loom will dismiss the Civil Action with prejudice.
The Parties will also be subject to certain confidentiality
obligations and covenants not to sue, among other things. The
Settlement Agreement is expressly conditioned on Fruit of the
Loom obtaining Bankruptcy Court approval of its terms and
conditions.

The Settlement Agreement, which was negotiated in good faith and
at arm's length, provides for a settlement payment to Fruit of
the Loom and eliminates the costs and uncertainty of further
litigation with Fried Frank.  

Fruit of the Loom believes that the settlement contemplated by
the Settlement Agreement is in the best interests of the estates
and creditors, and, therefore, respectfully request that the
Court approve the Settlement Agreement as a fair and reasonable
settlement of the Complaint and Action.

Contemporaneously with the filing of this Motion, Fruit of the
Loom filed a motion seeking authority to file Exhibit A with the
Court under seal to preserve the confidential nature of the
material contained therein, including the terms and conditions
of the proposed settlement.

If requested, and subject to existing confidentiality
agreements, Fruit of the Loom will make Exhibit A available to
the Creditors' Committee, Fruit of the Loom's pre-petition
secured bank group, the informal committee of secured
noteholders, and the United States Trustee. (Fruit of the Loom
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


GC COMPANIES: Seeks Lease Decision Period Extension to Nov. 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline within which GC Companies, Inc. must assume or
reject leases of nonresidential real property by an additional
30 days to November 5, 2001.  

The company still has not decided whether to assume or reject 9
remaining leases of properties used primarily as theatres in the
GC's ordinary course of business.

GC Companies also files a motion with the Court seeking an
extension of the exclusive period for filing a plan of
reorganization to September 26, 2001.  

The company requires an extension of the exclusive period to
negotiate a consensual plan with the major creditors and equity
holders and would reduce the possibility of multiple plans that
could lead to unnecessary and costly adversarial confrontations.


GENESIS HEALTH: Seeks Court's Nod to Assume Scriptline Agreement
----------------------------------------------------------------
Pursuant to a court-approved Stipulation with Cardinal
Distribution, which is the most critical vendor supplying
pharmaceutical products to Genesis Health Ventures, Inc.'s
wholly-owned subsidiary NeighborCare Pharmacy Services, Inc.,
GHV is authorized to use cash collateral, grant adequate
protection to Cardinal and obtain postpetition credit from
Cardinal.

The Stipulation also provides that GHW will assume/reject (i)
the service agreement between the Debtors and Scriptline, Inc.,
a subsidiary of Cardinal, and (ii) the equipment leases between
the Debtors and Pyxis Corporation, also a subsidiary of Cardinal
within 90 days after the Final Cardinal Order.

Pursuant to Stipulation and Orders, the Debtors, Cardinal,
Scriptline, and Pyxis agreed to continue the
Assumption/Rejection Deadline until August 22, 2001.

In its motion, GHV seeks the Court's approval, pursuant to
section 365 of the Bankruptcy Code, for:

    (1) the assumption of the Scriptline Agreement, as modified;

    (2) the assumption of 68 Pyxis Leases; and

    (3) the rejection of 66 Pyxis Leases; and

    (4) other relief as is just.

                        The Agreements

  (A) The Scriptline Agreement

On January 19, 2000, NeighborCare and Scriptline entered into a
claims adjudication service agreement pursuant to which
Scriptline processes third party claims on behalf of
NeighborCare's 30 retail pharmacies and facilitates
reimbursement from third party payers.

Central to this process is the transmission of claim-related
information from NeighborCare to a patient's insurance carrier
or other third-party payer and reimbursement information from
the Payers to NeighborCare. For example, prior to filling a
prescription for a patient, NeighborCare, through Scriptline,
will transmit certain patient-specific information (the
"Dispensing Data") to the patient's insurance carrier or other
third-party payer.

The Dispensing Data is transmitted to the Payers in real-time
and, thus, is received instantly. Shortly after receipt of
the Dispensing Data, the Payers transmit back to NeighborCare
information regarding whether and to what extent they will
reimburse NeighborCare for the sale of the prescription
medication.

In addition to facilitating the transfer of the Dispensing Data,
Scriptline performs Edits to the Dispensing Data before and
after it is transmitted to the Payers. The Edits ensure, inter
alia, that NeighborCare is selling the prescription medication
at appropriate and advantageous pricing levels and that
NeighborCare will be properly reimbursed by the Payers.

The Debtors pay Scriptline a service fee of $0.045 per
transaction processed through Scriptline. The Debtors' average
monthly payment to Scriptline under the Scriptline Agreement is
$5,500.00. The Debtors' records reflect that, as of the
Commencement Date, the Debtors had accrued but unpaid amounts
due to Scriptline under the Scriptline Agreement of $22,198.00
(the "Scriptline Cure Amount").

The Debtors' records also reflect that all postpetition amounts
owing under the Scriptline Agreement have been paid.

Scriptline may terminate the Scriptline Agreement, among other
reasons, in the event that:

      -- the [Debtors] fail to perform any covenant or condition
set forth in [the Scriptline Agreement] and do[] not cure such
failure within 30 days after written notice of such failure,
provided that no notice and opportunity to cure need be given
for failures by [the Debtors] to pay or reimburse any amounts
due to Scriptline pursuant to [the Scriptline Agreement];

     -- the [Debtors] file[] a voluntary petition in bankruptcy,
appl[y] for or consent[J to the appointment of a receiver,
make[] a general assignment for the benefit of creditors,
admit[] in writing [their] inability to pay debts as they
mature, file[] a petition or answer seeking a reorganization or
arrangement with creditors under any insolvency law, file[] an
answer admitting the material allegations of a petition filed in
any bankruptcy or reorganization proceeding, or if a decree of
any court is entered adjudging the [Debtors] to be bankrupt or
approving a reorganization or arrangement under any insolvency
law (which decree is not set aside within 90 days after it is
entered.)

  (B) The Pyxis Leases

As of the Commencement Date, NeighborCare and Pyxis had entered
into 134 pharmaceutical dispensing equipment leases (the
Leases).

Pursuant to the Leases, Pyxis leases to the Debtors drug storage
and Dispensing Machines and equipment for installation in the
Debtors' pharmaceutical customers' long term care facilities
(the "Customer Facilities").

The Debtors' average monthly lease payment to Pyxis for the
Dispensing Machines (the "Pyxis Rental Payments") is
approximately $600.00 on an individual basis or approximately
$80,400.00 in the aggregate.

The Dispensing Machines enable the Customer Facilities to
maintain a large amount of various prescription medications in a
secure setting. Access to the medication contained within the
Dispensing Machines is limited to authorized personnel who are
provided with individual access codes.

The medication stored in the Dispensing Machines is available
for emergency medication doses or "starter" doses (i.e., those
dispensed before a prescription can be filled). The Dispensing
Machines also track and record, among other things, who has
accessed the Dispensing Machines, the amount of medication
received by each patient, and inventory levels in the Dispensing
Machines at each Customer Facility.

The Debtors monitor the Dispensing Machines and refill them as
necessary. In addition, the Debtors monitor each patient's
medication usage and update the patient's record. The Debtors
are paid a monthly fee by the Customer Facilities for these
services in addition to the cost charged by the Debtors for the
medication placed in the Dispensing Machines.

Pursuant to the Cardinal Stipulation, the accrued but unpaid
prepetition amounts due to Pyxis under the Leases is $101,083.00
(the "Prepetition Claim"). The Debtors and Pyxis have agreed
that the accrued but unpaid prepetition amounts due to Pyxis
relating to the Leases to be assumed is $66,244.26.

The Debtors have paid to Pyxis $60,000 of such amount.
Therefore, the remaining amount due to cure the outstanding
prepetition amounts for the Leases to be assumed" is $6,244.26
(the "Pyxis Cure Amount").

After reviewing whether and to what extent the Dispensing
Machines are necessary for effective reorganization, the Debtors
have identified 66 Leases governing the Dispensing Machines to
be rejected.

The Debtors' records reflect that postpetition amounts owing
under the Leases, aggregating approximately $114,943.57,
remain outstanding. Pyxis, however, has issued the Debtors a
credit toward postpetition Lease obligations for certain
telephone charges related to the operation of the Dispensing
Machines in the amount of $20,950.43.

                        *   *   *

The Debtors' request for the assumption of the Scriptline
Agreement and Scriptline's consent of it is conditioned upon the
modifications of the Scriptline Agreement such that Scriptline
may not terminate the Scriptline Agreement due to the Debtors'
failure to pay the Scriptline Cure Amount prior to the approval
of this Motion by the Court or due to the Debtors' filing of
their chapter 11 petitions.

The Debtors represent that the assumption of the Scriptline
Agreement is a valid exercise of the Debtors' business judgment
and is in the best interests of the Debtors, their estates,
their creditors, and all parties in interest. Specifically, the
Debtors tell the Court their reasoning as follows:

(1) The services provided by Scriptline pursuant to the
    Scriptline Agreement are critical to the Debtors' ability to
    continue to fill prescriptions while ensuring the highest
    probability that the Debtors will be reimbursed by the
    Payers, to enable the Debtors to timely and efficiently
    communicate with the Payers, inevitably leading to a greater
    occurrence of charges for which the Debtors would not be
    reimbursed.

(2) By ensuring the most profitable pricing levels, the Edits
    performed by Scriptline directly increase the Debtors'
    revenues and profits.

(3) Conversion by the Debtors to another claims adjudication
    service provider only would entail substantial delay and
    disrupt the Debtors' ability to timely and profitably ensure
    reimbursement for the provision of prescription medication.

(4) The fee charged by Scriptline is competitive in the
    marketplace.

(5) Payment of the Scriptline Cure Amount in the amount of
    $22,198.00 is eminently reasonable in light of the overall
    benefits to NeighborCare and the alternatives available in
    the marketplace.

The Debtors tell the Court that the Dispensing Machines leased
from Pyxis similarly provide their Customer Facilities with the
benefits of convenience (i.e., the ability to store large
amounts of medication at the Customer Facilities) and security
(i.e., access is limited to authorized personnel).

The Debtors submit that conversion by the Debtors to another
supplier of Dispensing Machines would cause the Debtors to incur
significant installation charges with respect to the
installation of a new machine at each Customer Facility.

Moreover, the Debtors believe that the Pyxis Rental Payments are
competitive in the marketplace. The Debtors have determined that
payment of the Pyxis Cure Amount in the amount of $6,244.26 is
eminently reasonable in light of the overall benefits to
NeighborCare and the altematives available in the marketplace.

As for Leases identified for rejection, the Debtors tell the
Court that they relate to Dispensing Machines that are not in
use at any of their Customer Facilities, and are therefore of no
economic value to their estates. (Genesis/Multicare Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


GENESIS WORLDWIDE: Files Chapter 11 Petition in S.D. Ohio
---------------------------------------------------------
Genesis Worldwide, Inc. (OTCBB:GWOW) announced that it has
executed an asset purchase agreement through which Pegasus
Partners II, L.P. (Pegasus) and KPS Special Situations Fund,
L.P. (KPS) will acquire substantially all the domestic assets
and businesses of Genesis.

The purchasers intend to operate the business through Genesis
Worldwide II, Inc. as a going concern. To consummate the sale,
the company also announced that it and its subsidiaries,
Precision Industrial Corporation, H-V Asset Management
Corporation, Herr-Voss Corporation, GenInternational, Inc.,
GenCoat, Inc., H-V Technical Services, Inc., GenSystems, Inc.,
GenSystems Services, Inc., H-V Mill Roll Services, Inc. and H-V
Roll Center, Inc., have filed voluntary petitions for protection
from creditors under chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
Ohio, Western Division.

During the chapter 11 process, Genesis and all its domestic
units will continue to manufacture and deliver products and
provide services to customers.

Genesis also announced it has arranged a $6 million debtor-in-
possession (DIP) credit facility to be provided by Pegasus and
KPS, subject to Court approval. The DIP financing will be used
for employee salaries and benefits, materials and services from
vendors, ongoing operating expenses and other working-capital
requirements necessary to fund the company's operations through
the closing of the sale.

"For the reassurance of our customers and our employees, we are
pleased to have entered into a definitive agreement with these
buyers, and look forward to a smooth and swift conclusion to the
sale process. This new company will be well capitalized with
significant liquidity and resources," said Richard
Clemens, President and Chief Executive Officer, Genesis
Worldwide.

"The chapter 11 filing together with the DIP financing should
allow Genesis to operate with no interruption of business, and
to satisfy our ongoing obligations to customers while we
finalize the sale process."

Under the terms of the current sale agreement, Pegasus and KPS
will pay cash, issue a secured subordinated note and equity
interests, and assume certain liabilities. The sale proceeds
will be distributed among the company's creditors, subject to
Bankruptcy Court approval following the closing of the Section
363 sale (so-named because it is described in that section of
the U.S. Bankruptcy Code).

Clemens said that the continuing economic downturn in the metals
industry, highlighted by reduced capital expenditures in
manufacturing, as well as the company's debt load, eventually
resulted in a decision that a chapter 11 filing was the best
course of action.

Genesis has been in violation of loan covenants since September
2000.

Terms of the transaction will be included in filings made with
the bankruptcy court Monday. In accordance with Section 363 of
the Bankruptcy Code, other companies at a later date will have
an opportunity to submit bids through a court-supervised bidding
process. Monday, Genesis filed motions with the bankruptcy court
to approve the sale, and the court will assign a deadline for
the submission of other bids as well as a date for the auction
at which the successful bid would be approved.

Among other filings, Genesis is asking the Bankruptcy Court to
require competitive bids for all of the assets to have a value
of not less than $22.5 million, including cash consideration of
at least $2 million, plus the assumption of liabilities.

Genesis will also ask the court for authority to sell its assets
on a divisional basis.  Pegasus Partners II, L.P. is a $575
million private equity fund that makes control investments in
middle market companies that are at points of stress or
significant change. Its investments are typically made through
buyouts, restructurings, and purchases made out of bankruptcy.

KPS Special Situations Fund, L.P. (www.kpsfund.com), founded and
managed by Eugene Keilin, Michael Psaros and David Shapiro, is a
New York City-based private equity fund with over $210 million
in committed capital. KPS is focused on constructive investing
in turnarounds, restructurings and other special situations,
often in partnership with employees and senior managers.

KPS seeks to realize significant capital appreciation by making
controlling equity investments in companies engaged in basic
manufacturing and service industries challenged by the need to
effect immediate and significant change. This transaction will
be the third bankruptcy-related acquisition recently completed
by KPS.

Genesis Worldwide, Inc. engineers and manufactures high quality
metal coil processing and roll coating and electrostatic oiling
equipment in the United States. The Company also provides mill
roll reconditioning, texturing and grinding services in addition
to its rebuild, repair and spare parts business.


GENESIS WORLDWIDE: Chapter 11 Case Summary
------------------------------------------
Lead Debtor: Genesis Worldwide Inc.
             fka The Monarch Machine Tool Company
             2600 Kettering Tower
             Dayton, OH 45423

Debtor affiliates filing separate chapter 11 petitions:

             H-V Mill Roll Services Inc.
             H-V Technical Services Inc.
             H-V Roll Center Inc.
             GenSystems Inc.
             H-V Asset Management Corporation
             GenInternational Inc.
             GenCoat Inc.
             Herr-Voss Corporation
             Precision Industrial Corporation
             GenSystems Services Inc
             
Chapter 11 Petition Date: September 17, 2001

Court: Southern District of Ohio (Dayton)

Bankruptcy Case Nos.: 01-36605 through 01-36620

Judge: Thomas F. Waldron

Debtors' Counsel: Nick V Cavalieri, Esq.
                  10 W Broad St.
                  21st Floor
                  Columbus, OH 43215-3418
                  614-221-3155


GROVE WORLDWIDE: Court Confirms Reorganization Plan
---------------------------------------------------
Grove Worldwide, a leading provider of mobile hydraulic cranes,
truck mounted cranes and aerial work platforms for the global
market, announced that the Bankruptcy Court has confirmed the
Company's Amended Joint Plan of Reorganization as submitted,
allowing Grove to emerge from its voluntary Chapter 11
proceeding.

"The decision by the Court represents very good news because it
paves the way for a stronger and more financially secure Grove
to compete in the global marketplace," stated Jeffry D. Bust,
Grove's chairman and chief executive officer.

Under the terms of the plan, Grove Worldwide's debt will be
reduced from $584 million to $205 million and annual interest
expense will be reduced from $63 million to $17 million, thus
providing the Company with additional resources to compete more
effectively in the marketplace, along with added financial
flexibility to invest in the Company's future, he said.

"I want to express my appreciation to all of the members of
Grove's extended family -- our employees, suppliers,
distributors and end users -- for the support and confidence
that they have demonstrated over the past several
months as we have gone through the restructuring process," Mr.
Bust concluded.


HARNISCHFEGER: Beloit Wants to Expunge 38 Claims Totaling $17MM
---------------------------------------------------------------
Beloit seeks disallowance, expungement or reduction and
allowance, as applicable of claims, pursuant to section 502(b)
of the Bankruptcy Code, 56 Claims as follows:

(A) 1 Superceded Claim (No. 11797) in the amount of $12,434.46
    filed by BellSouth Telecommunications Inc. that has been
    superceded by another later filed claim;

(B) 38 Claims totaling $17,191,025.54 that should each be
    expunged for one or more of the following reasons:

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

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

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

    (4) the claim is not timely filed,

    (5) the claim is a 502(D) that should be disallowed because
        either (i) the property is recoverable from the creditor
        asserting the 502(D) Claim under section 542, 533, 550
        or 553 of the Bankruptcy Code, or (ii) the creditor
        asserting the 502(D) Claim is a transferee of a transfer
        avoidable under section 522(f), 522(h), 544, 545, 547,
        548, 549 or 724(a) of the Bankruptcy Code and the
        creditor has not paid or turned over such property for
        which the creditor is liable under section 522(i), 542,
        543, 550 or 553 of the Bankruptcy Code.

(C) Redundant Claim No. 6853, filed by Matrix Service Mid
    Continent, in the amount of $45,856.58, that is not
    enforceable because the Claim appears to be redundant of
    another scheduled or filed proof of claims against other
    Debtor(s) in these proceedings;

(D) 12 claims totaling $2,169,578.81 that should be reduced and
    allowed for an amount estimated at $1,765,199.78 in the
    aggregate because after thorough review, the Debtors have
    determined that these are claims filed for amounts that
    differ from the amounts reflected on the Debtors' books and
    records.

(E) Claim No. 12022 filed by Procter & Gamble Paper Products Co.
    in the amount of $4,500,000 of improperly asserted priority
    that should be reclassified as a general unsecured
    claim in the amount of $6,000,000 because the claim is not
    entitled to administrative expense priority under section
    507(a) of the Bankruptcy Code;

(F) 3 claims totaling $252,177.63 that improperly assert
    secured priority and administrative status for amounts that
    differ from the those reflected on Beloit's books and
    records and should be reclassified and reduced to the amount
    of $99,577.56 in the aggregate. (Harnischfeger Bankruptcy
    News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


ICG COMMS: Gets Approval for C&W to End NetAhead Peering Pact
-------------------------------------------------------------
Cable & Wireless and ICG NetAhead present Judge Walsh with a
stipulation authorizing Cable & Wireless to terminate the
peering arrangement promptly and avoiding C&W's obligations
under the agreement, provided that for a two-week period Cable &
Wireless must, in accordance with business practices that are
reasonable and customary in the parties' industry, cooperate
with the Debtors in migrating any network and/or customer
traffic that utilized the peering arrangement.

If necessary, the termination date may be extended by mutual
agreement of the parties.

If the Debtors, in good faith, believe that Cable & Wireless has
not complied with its obligations under the stipulation, the
Debtors may file an emergency  motion with the Court to address
this issue.

Acting upon this stipulation, Judge Walsh promptly enters his
Order approving and effectuating it. (ICG Communications
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


IMPERIAL SUGAR: Says Confirmed Plan Renders AFS' Motion Moot
------------------------------------------------------------
Imperial Sugar Company vigorously respond in opposition to
Associates Fleet Services' Motion (compelling Diamond Crystal
Specialty Foods, Inc. to assume or reject unexpired Fleet Lease
Agreemen), telling Judge Robinson that the relief sought by
Associates Fleet is moot as the Debtor's plan has been
confirmed.

To the extent that Associates has a dispute about cure payments,
or rejection damages, the Plan provides the proper mechanism for
resolving these disputes.  

The Debtors therefore ask Judge Robinson to deny its Motion in
all respects. (Imperial Sugar Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


INTEGRATED HEALTH: Rejecting Three Alabama Real Property Leases
---------------------------------------------------------------
Integrated Health Services, Inc., including Community Care of
America of Alabama, Inc., seek the Court's authority for
rejection of three non-residential real property leases with
American Health Corporation, L.P. (Landlord), pursuant to
Sections 105(a), 365(a) and (g)(1) and 502(b)(6) and (g) of the
Bankruptcy Code and Rule 6006 of the Bankruptcy Rules:

      (1) the Greensboro Lease, dated June 21, 1995, related to
non-residential real property and improvements located at 616
Armory Road, Greensboro, Alabama, known as the Greensboro
Healthcare Center;

      (2) the South Gate Lease, dated June 21, 1995, related to
nonresidential real property and improvements located at 235
Selma Road, Bessemer, Alabama, known as the South Gate Village;

      (3) the Livingston Lease, dated June 21 1995, related to
non-residential real property and improvements located at 4201
Bessemer Highway, Bessemer, Alabama, known as the Livingston
Healthcare Center.

Debtors again tell the Court that their management is
implementing a reorganization strategy of preserving those
health care facilities which contribute value to their estates
and divesting those which impose financial burdens on their
estates. With respect to facilities leased by the Debtors, lease
rent concessions which can allow these facilities to become
profitable have been and continue to be sought.

If the Debtors determine that a facility constitutes an
ineradicable burden to their estates, the Debtors will seek to
divest themselves of the facility either by transitioning it to
a new operator or, if necessary, by terminating its operations,
in accordance with applicable governmental regulations.

The Leases in this motion share a common Landlord.

At the inception of such negotiations, the Greensboro and
Livingston Facilities were unprofitable, and the South Gate
Facility was marginally profitable but facing capital
expenditure requirements that would render it unprofitable.

Neither the Greensboro Facility nor the Livingston Facility
generated a positive cash flow (EBITDA less capital
expenditures) for the year 2000. The Greensboro and Livingston
Facilities' fourth quarter year 2000 annualized pro-forma cash
flow were negative $31,435.00 and negative $29,961.00
respectively.

The South Gate Facility generated a modest positive cash flow
for the year 2000 ($40,262.00 fourth quarter annualized pro-
forma cash flow) but Debtors believe that substantial capital
expenditures are required at this Facility, which, if
undertaken, would result in negative cash flow.

Moreover, the costs associated with similar capital
improvements required at the Greensboro and South Gate
Facilities will cause further declines in the cash flows of
those Facilities.

Debtors attempted to negotiate with the Landlords rent
concessions sufficient to cause the Facilities to become
profitable but to no avail. Therefore, consistent with their
reorganization strategy, the Debtors seek to reject the Leases.

In exercising their business judgment, the Debtors determined
that preservation of the Leases contravenes their reorganization
strategy and will jeopardize the successful reorganization of
their estates.

Accordingly, the Debtors seek Court authorization to reject the
leases pursuant to section 365 of the Bankruptcy Code.
(Integrated Health Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


LAIDLAW INC: Court Okays Harter as Counsel for Unsecured Panel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and
obtained an order from the Court authorizing them to employ
Harter, Secrest & Emery LLP as counsel to the Committee
effective as of June 28, 2001.

Brian T. McDonough, co-chair of the Committee, convinced Judge
Kaplan that law firm of Harter, Secrest will be able to
competently represent the unsecured creditors in these cases.

The Committee will look to Harter, Secrest to assist, advise and
represent them in:

  (a) The administration of the cases, including a review of the
      Debtors' assets and liabilities;

  (b) Participation, review, and oversight with regard to all
      motions, applications, orders, reports, and other legal
      proceedings in the Debtors' Chapter 11 cases;

  (c) Appearance in Bankruptcy Court with respect to various
      matters, appearances at statutory meetings of creditors,
      participation in meetings with the Committee;

  (d) Review prepetition transactions between and among the
      Debtors;

  (e) Working with counsel for the Bank Group and Bondholder
      Group; and

  (f) Participation and involvement with respect to the proposed
      reorganization plan or any amendments or modifications.

The Harter, Secrest professionals who have been assigned to the
case and their current standard hourly rates are:

           John R. Weider (Partner)         $260
           Raymond L. Fink (Partner)        $260
           Ingrid Palermo (Associate)       $175
           Paralegals                       $110

Raymond L. Fink, a member of the firm of Harter, Secrest,
relates that the firm has in the past represented the Debtors in
three minor and isolated engagements.  

According to Mr. Fink, these engagements were focused upon
matters with governmental agencies.  These representations, Mr.
Fink explains, were concluded well before the filing of the
present Chapter 11 proceeding.  Mr. Fink assures the Court that
Harter, Secrest does not represent any interests that are
adverse to the Debtors or their estates. (Laidlaw Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


LERNOUT & HAUSPIE: Hearing for Plan Confirmation on Sept. 25
------------------------------------------------------------
Each of Lernout & Hauspie Speech Products, Inc., Dictaphone
Corporation, and L&H Holdings, Inc., present their joint
Disclosure Statement in support of their Joint Plan of
Reorganization to their creditors and parties in interest.  

The Debtors have obtained a hearing scheduled for September 25,
2001, before Judge Wizmur to seek her approval of the contents
of the Disclosure Statement as providing "adequate information"
from which a reasonable creditor or other party entitled to vote
can determine whether to vote in favor of, or against, the Joint
Plan proposed by the Debtors.

Represented in this effort by the New York firm of Milbank Tweed
Hadley & McCloy LLP as lead bankruptcy counsel, and the
Wilmington firm of Morris Nichols Arsht & Tunnell as local
counsel, the Debtors present their Joint Plan.  The Joint Plan
does not provide for the substantive consolidation of the assets
and liabilities of the Debtors' estates under the Bankruptcy
Code and can, the Debtors say, be confirmed for some, but not
necessarily all, of the Debtors.  To the extent that the
Plan is not confirmed as to any one of the Debtors, the Debtors
state that they reserve the right to seek confirmations as to
the remaining Debtors.

        Dictaphone Reorganized, L&H NV and Holdings Sold

In general, the Plan provides for the reorganization of
Dictaphone, and the transfer of all of the assets of L&H NV and
Holdings into two new, separate entities post-chapter 11 that
will sell or otherwise dispose of the assets for the benefit of
the stakeholders of those estates.

                   Who Is Entitled To Vote

Under chapter 11 of the Bankruptcy Code, only holders of Claims
or Equity Interests that are "impaired" are entitled to vote to
accept or reject the Plan. The Debtors remind Judge Wizmur that,
under the Bankruptcy Code, certain Classes of creditors are
deemed to accept or reject the Plan, and the vote of these
Classes will not be solicited.

Thus, if a creditor holds Claims included within a Class that is
not impaired under the Plan, the Creditor is conclusively
presumed to have accepted the Plan with respect to such Claims,
and its vote of such Claims will not be solicited.

The Plan provides that the following Classes of Claims are
unimpaired: L&H NV Classes 1 and 2; L&H Holdings Classes 1 and
2; and Dictaphone Class 1. Any holder of a Claim in any of these
Classes may, however, object to the Plan to contest the Plan's
characterization of the creditor's non-impaired status. The
Bankruptcy Code provides that only the holders of Allowed Claims
and Equity Interests are entitled to vote on the Plan.

A Claim to which an objection has been filed is not an Allowed
Claim unless and until the Bankruptcy Court rules on the
objection and allows the Claim. Consequently, although holders
of Claims subject to a pending objection may receive Ballots,
their votes will not be counted unless the Bankruptcy Court
(a) prior to the Voting Deadline rules on the objection and
allows the Claim or (b) on proper request by the claimant under
Federal Rule of Bankruptcy Procedure 3018(a) temporarily allows
the Claim in an amount which the Bankruptcy Court deems proper
for the purpose of voting on the Plan.

Under the Joint Plan, certain Classes of Claims and Equity
Interests (L&H NV Class 8; L&H Holdings Class 5; and Dictaphone
Classes 9 and 10) will receive no Distribution or benefits under
the Plan and, therefore, are deemed to have rejected the Plan
and are not entitled to vote. Certain Classes of Claims and
Equity Interests (L&H NV Classes 3, 4, 5, 6, and 7; L&H Holdings
Class 3; and Dictaphone Classes 3, 4, 5, 6, 7, and 8) are
impaired under the Plan but will receive a Distribution
under the Plan and, accordingly, are entitled to vote on the
Plan. The Debtors is seeking acceptances of the Plan from
holders of Claims and Equity Interests in these Classes.

The L&H Holdings Class 4 and Dictaphone Class 8 claims are held
by a member of the Debtors who also is a proponent of the Plan
and will be deemed to have accepted the Plan pursuant to the
terms of the Disclosure Statement Approval Order. Each of L&H NV
Classes 1 and 2, L&H Holdings Classes 1 and 2, and Dictaphone  
Classes 1 and 2 are unimpaired, and the holders of such Claims
are conclusively presumed to have accepted the Plan.

                 The Current Board of Directors

As a result of the election of directors that took place during
the annual meeting of shareholders of L&H NV on June 29, 2001,
the board of directors of L&H NV is composed of: Mr. Philippe
Bodson, Mr. Dirk Cauwelier, Mr. Erwin Vandendriessche and Mr.
Marc G.H. De Pauw.

Mr. Philippe Bodson is the chief executive officer of each
member of the Debtors and the sole director of Dictaphone and
L&H Holdings. In addition to Mr. Bodson, the other executive
officers of the Debtors are: Mr. John Shagoury (president,
Speech And Language Technologies), Mr. Robert Schwager
(president and chief operating officer, Dictaphone), Mr. Thomas
Denys (senior vice president and general counsel), Mr. Bert
Vermeiren (senior vice president, Human Resources), Mr. Tim
Ledwick (chief financial officer), Mr. Berni Breen (vice
president, Dictaphone Communications Recording Systems), Mr.
Peter Hauser (vice president and general manager, L&H
International and Automotive), Mr. Joseph Delaney (senior vice
president, World Wide Service), Mr. Bert Van Coile (president,
Corporate Research and Development) and Mr. Allan Forsey (senior
vice president, Finance and Strategic Planning).

        Post-Confirmation Board Of Reorganized Dictaphone

On the Effective Date, each member of the existing Board of
Directors for Dictaphone will be deemed to have resigned. The
initial Board of Directors for Reorganized Dictaphone will be
identical and will consist of seven (7) directors. Simple
majority rule will govern all actions of the Board of Directors
for Reorganized Dictaphone. A list setting forth the identities
of the seven members of the Board of Directors for Reorganized
Dictaphone, to the extent available, will be filed as part
of the Plan Supplement, or otherwise, in a submission to the
Bankruptcy Court on or prior to the Effective date, the Debtors
promise. The Board of Directors will initially be comprised of:

  (i) 4 outside directors selected by the Lenders, subject to
the consent by Dictaphone as to each proposed director, which
consent will not be unreasonably withheld;

(ii) 1 outside director selected by the Dictaphone Noteholders,
subject to the consent by the Debtors as to each proposed
director, which consent will not be unreasonably withheld; and

(iii) 2 inside directors selected by Dictaphone, subject to the
consent by the Lenders as to each proposed director, which
consent will not be unreasonably withheld.

                Overview of the Joint Plan

The Plan reflects a what the Debtors suggest is a consensual
resolution and settlement among the Debtors, the Creditors'
Committees and the Estates' primary creditor constituencies of
the allocation of the assets of the members of the Debtors among
the holders of Allowed Claims. The Plan has three major
components:

(a) the reorganization of Dictaphone;

(b) the disposition and distribution of the assets of L&H NV and
    L&H Holdings; and

(c) the formation of a litigation vehicle to maximize the
    recoveries on the Debtor's litigation claims.

Dictaphone's reorganization is premised upon effecting a
substantial deleveraging and strengthening of the balance sheet
of Dictaphone through the conversion of a substantial portion of
Dictaphone's prepetition indebtedness into Dictaphone New Common
Stock on the Effective Date. Dictaphone's Plan also incorporates
the terms of settlements regarding the allocation of the assets
among Dictaphone's creditor constituencies and, in particular,
among the holders of Dictaphone Classes 4, 5, 7 and 8.

Specifically, and subject to certain readjustments in the event
of fluctuations in the amount of Allowed Dictaphone Class 4
Unsecured Claims, the Distributable Shares of the
Dictaphone New Common Stock, along with the Class D Litigation
Membership Interests, will be distributed as follows:

(a) 9% to holders of Allowed Dictaphone Class 4 Unsecured Claims
    against Dictaphone;

(b) 65% to holders of Allowed Dictaphone Class 5 Lenders'
    Guaranty Claims;

(c) 18% to holders of Allowed Dictaphone Class 7 Dictaphone
    Noteholders Claims; and

(d) 8% to holders of Allowed Dictaphone Class 8 Intercompany
    Loan Agreement Claims.

Dictaphone Class 6 Deutsche Bank Line of Credit Claim will
receive a $6 million note from Reorganized Dictaphone bearing
interest at 12%.

Further, the holders of Allowed Dictaphone Class 5 Lenders'
Guaranty Claims also will receive a note bearing similar terms,
which will be in the principal amount of $20.5 million.

Finally, the holders of Allowed Dictaphone Class 7 Dictaphone
Noteholders Claims also will receive Dictaphone New Warrants,
which are only exercisable upon certain termination events. The
Dictaphone Plan also contemplates, and is contingent upon
obtaining, a post-Effective Date credit facility with
availability of up to $30 million for Dictaphone.

Finally, as a precondition to Dictaphone's emergence from its
Chapter 11 Case, Dictaphone is to purchase certain technology
assets and businesses from L&H NV and L&H Holdings that are
integral to its post-Effective Date business plans.

In contrast to Dictaphone, each of L&H NV and L&H Holdings are
disposing of their assets for cash or other consideration in
such manner as is promised to maximize their respective Estates,
which Cash proceeds or other consideration will be distributed
to their respective creditor and equity constituencies.

To the extent the respective L&H NV Estate and L&H Holdings
Estate can be maximized by entering into a joint venture or
similar arrangement through a contribution of certain assets
into such joint venture (or similar vehicle), then Post-
Effective Date L&H NV and Post-Effective Date L&H Holdings may
pursue such transaction(s) upon obtaining the consent of the L&H
Creditors' Monitoring Committee and the interests in such joint
venture (or similar vehicle) will be distributed as L&H NV
Available Cash or L&H Holdings Available Cash, as the case may
be. L&H NV will distribute the L&H NV Available Cash and the
Class H Litigation Membership Interests as follows:

(a) 93% will be distributed to holders of Allowed L&H NV Class 4
    Unsecured Claims;

(b) 6% will be distributed to holders of Allowed Class 5
    PIERS/Old Convertible Subordinated Notes Claims;

(c) 0.5% to holders of Securities Laws Claims against L&H NV;   
    and

(d) 0.5% is being retained by L&H NV.

Because L&H Holdings is a solvent Estate, the Debtors claim, all
of its creditors are being paid in full, with its remaining
assets and Class NV Litigation Membership Interests being
distributed to L&H NV.

L&H NV expects that the Belgian Case will continue for a period
of approximately 2 years following approval of a new Belgian
plan. During this period, L&H NV's business operations will
continue to be subject to the oversight of the Commissaires, and
Belgian Court approval will be necessary to sell business units
in certain circumstances. The Belgian Case's suspension of
proceedings will continue during this period, and L&H NV will
remain liable to its Belgian creditors (irrespective of payment
to any individual creditor) until satisfaction of all of L&H
NV's obligations under the Second Belgian Plan.

To the extent that L&H NV defaults under the Second Belgian
Plan, the Belgian Court could place L&H NV in bankruptcy (or
liquidation). Finally, in addition to other forms of
consideration to be distributed to creditors under the Plan, the
Plan provides for the creation of a Litigation LLC to pursue
claims that the Debtors may have against third parties arising
out of the events that preceded the Chapter 11 Cases.

Litigation Membership Interests in the Litigation LLC, which are
comprised of three classes of interests -- one for each of the
members of the Debtors -- are being distributed in accordance
with the Distribution provisions of Section V of the Plan.

Although the Debtors is seeking the simultaneous confirmation of
the Plan for each of its members, at the election of the Debtors
the Plan may be confirmed and become effective separately for
each member of the Debtors. If the Plan is confirmed separately
for one or more of the Debtors, the Plan will be construed to
exclude any effect upon a Debtor for which the Plan has not been
confirmed.

                       Dictaphone's Plan

The Plan as it relates to Dictaphone is premised upon effecting
a debt for equity exchange that will effect a stronger balance
sheet for the Reorganized Dictaphone. In this regard,
approximately $400 million of Dictaphone's pre-petition
indebtedness is being converted into Dictaphone New Common Stock
and Dictaphone New Warrants on the Effective Date. Specifically,
based upon a reorganized enterprise value of approximately $150
million, Dictaphone's Plan allocates new common stock and
certain other securities among Dictaphone's creditors.

Subject to readjustments in the event of fluctuations in the
amount of Allowed Dictaphone Class 4 Unsecured Claims, the
Dictaphone Plan provides for the Distribution of Dictaphone's
New Common Stock and the Class D Litigation Membership
Interests, as follows: (a) nine percent to holders of Allowed
Dictaphone Class 4 Unsecured Claims against Dictaphone, (b)
sixty-five percent to holders of Claims arising out of or in
connection with the Dictaphone Guaranty (Dictaphone Class 5
Lenders' Guaranty Claims), (c) eighteen percent to holders of
claims of Dictaphone's Senior Subordinated Notes (Dictaphone
Class 7 Dictaphone Noteholders Claims), and (d) eight percent to
holders of intercompany Claims against Dictaphone, including
those arising out of or in connection with the LHCCC Agreement
(Dictaphone Class 8 Intercompany Loan Agreement Claims).

Holders of claims arising out of the Deutsche Bank Line of
Credit will receive a $6 million note from Reorganized
Dictaphone bearing interest at twelve percent. The eight percent
distribution of Dictaphone's New Common Stock and the Class D
Litigation Membership Interests on account of Dictaphone Class 8
Intercompany Loan Agreement Claims will be distributed to L&H
NV; based upon a consensual settlement as to the allocation of
such Distributions, the Lenders have agreed that they will not
share in such Distributions to Dictaphone Class 8 Intercompany
Loan Agreement Claims either directly at the Dictaphone level or
indirectly as a creditor of the L&H NV estate.

Further, of holders of claims arising out of or in connection
with the Dictaphone Guaranty will also receive a note bearing
similar terms, which note will be in the principal amount of
$20.5 million. Finally, the holders of Dictaphone's Senior
Subordinated Notes will also receive Dictaphone New Warrants,
which are only exercisable upon certain termination events.

Reorganized Dictaphone contemplates the need for a post-
Effective Date credit facility with availability of up to $30
million. The effectiveness of the Plan as it relates to
Dictaphone is conditioned upon Dictaphone purchasing certain
technology assets and businesses from L&H NV and L&H Holdings
that are integral to its post-Effective Date business plans.
Reorganized Dictaphone's business plan focuses on four (4)
business units: the Healthcare Solutions Group, Communications
Recording Systems, Integrated Voice Systems, and Contract
Manufacturing.

The Debtors project that Reorganized Dictaphone will have
revenues of approximately $248.5 million for Fiscal Year 2001,
$280.6 million for Fiscal Year 2002, and $327.3 for Fiscal Year
2003, and have a total debt load of $40.7 million for Fiscal
Year 2001, $31.4 million for Fiscal Year 2002, and $34.2 million
for Fiscal Year 2003.

                      L&H NV's Domestic Plan

L&H NV's plan is premised upon the disposition of L&H NV's
assets for cash or other consideration in such manner as will
maximize the value of its assets, which Cash proceeds or other
consideration will be distributed to its respective creditor and
equity constituencies. To the extent the L&H NV Estate can be
maximized by entering into a joint venture or similar
arrangement through a contribution of certain assets into such
joint venture (or similar vehicle), then Post-Effective Date
L&H NV may pursue such transaction(s) upon obtaining the consent
of the L&H Creditors' Monitoring Committee and, to the extent
required under applicable Belgian law, of the Commissaires in
the Belgian Case, and the interests in such joint venture (or
similar vehicle) will be distributed as in accordance with the
Plan.

Subject to certain reallocations upon the occurrence of certain
events, the Plan provides for Distributions of the L&H NV
Available Cash and the Class NV Litigation Membership Interests,
as follows:

  (a) 93% will be distributed to holders of general unsecured
      claims against L&H NV;

  (b) 6% will be distributed to holders of claims arising out of        
      or in connection with the PIERS and Old Convertible
      Subordinated Notes;

  (c) 0.5% to holders of certain types of securities laws claims
      against L&H NV; and

  (d) 0.5% is being retained by L&H NV.

As part of the settlement incorporated into the Plan regarding
the allocation of Distributions, any Distributions that L&H NV
obtains through Dictaphone's payment of its Class 8 creditors
will not be redistributed to the Lenders.

                  Relation to Belgian Case

The Debtors announce that they expect that the Belgian Case will
continue for a period of up to approximately two years following
approval of the Second Belgian Plan. During this period, L&H
NV's business operations will continue to be subject to the
oversight of the Commissaires, and Belgian Court approval will
be necessary to sell business units in certain circumstances.
The Belgian Case's suspension of proceedings will continue
during this period, and L&H NV will remain liable to its Belgian
creditors (irrespective of payment to any individual creditor)
until satisfaction of all of L&H NV's obligations under the
Second Belgian Plan.

To the extent that L&H NV defaults under the Second Belgian
Plan, the Belgian Court could place L&H NV in bankruptcy (or
liquidation). During this period, L&H NV expects to market its
assets in an effort to maximize the value for its creditors and
equity holders. L&H NV expects post-Effective Date that L&H NV
will continue to operate its Speech and Language Technologies
business, in the ordinary course in an effort to find a
potential partner to enter into a joint venture or potential
purchasers for its various business units as a "going concern."

L&H NV also expects that L&H NV will pay all of its obligations
which arise or are incurred in the ordinary course during this
period. If L&H NV cannot find an acceptable purchaser or joint
venture partner, L&H NV expects that it will dispose of its
assets.

L&H NV contemplates that L&H Holdings will dispose of its assets
for cash or other consideration in such manner as will maximize
its assets, which Cash proceeds or other consideration will be
distributed to its creditors and equity constituencies. To the
extent the L&H Holdings Estate can be maximized by entering into
a joint venture or similar arrangement through a contribution of
certain assets into such joint venture (or similar vehicle),
then after the Effective Date L&H Holdings also may pursue such
transaction(s) upon obtaining the consent of the L&H Creditors'
Monitoring Committee and the interests in such joint venture (or
similar vehicle) will be distributed as L&H Holdings Available  
Cash.

It is expected that all of L&H Holdings' creditors (assuming
general unsecured claims (or proceeds therefrom) do not exceed
$5 million in the aggregate) will be paid in full, with its
remaining assets and Litigation Membership Interests being
distributed to L&H NV.

            General Description Of Classification And
            Treatment of Claims And Equity Interests

The Debtors aver that they have classified the Claims and Equity
Interests in the Plan in accordance with the Bankruptcy Code and
other applicable law. In all cases, the treatment of any Claim
may be modified as agreed upon in writing between the holder of
such Claim and the Debtors, subject, if necessary, to the
approval of the Bankruptcy Court after notice and a hearing.

In addition, in all cases, the Debtors and the Post-Effective
Date L&H Entities reserve the right, at their option, to prepay,
without penalty or premium, any amount that the Plan provides
will be paid after the Effective Date.

The treatment of any Claim or Equity Interest under the Plan
will be in full satisfaction, settlement, release and discharge
of and in exchange for such Claim or Equity Interest. The
Confirmation Order will be a judicial determination of discharge
of all Liabilities of the Debtors, subject to the occurrence of
the Effective Date, except as specifically provided in the Plan
or the Confirmation Order.

On the Effective Date, the members of the Debtors, as
applicable, will be discharged and released under section
1141(d)(1)(A) of the Bankruptcy Code from any and all Claims and
Equity Interests, except as specifically provided in the Plan or
the Confirmation Order.

All Distributions or other transfers to be made to holders of
Allowed Claims or Allowed Equity Interests will be made by the
Post-Effective Date L&H Entities in accordance with the terms of
the Plan.

Although the Disclosure Statement includes indications that the
Debtors will state the dollar amounts of claims in each class,
no amounts or estimates are actually provided for any class.

                    Unclassified Claims

    (a) Administrative Expense Claims; Allocation Among Debtors

Administrative Expense Claims include Claims for the costs and
expenses of administration of the Chapter 11 Cases of a kind
specified in the Bankruptcy Code and entitled to priority of
payment over all general unsecured claims, including, among
other things, (a) any actual and necessary costs and expenses of
preserving the Estates of the Debtors, (b) any actual and
necessary costs and expenses of operating the businesses of the
Debtors, (c) any indebtedness or obligations incurred or assumed
by the Debtors in the ordinary course of business in connection
with the conduct of their business, (d) allowed claims for
reclamation, (e) any Professional Fees, whether fixed before or
after the Effective Date, and (f) any fees or charges assessed
against and payable by the Estates of the Debtors to the Clerk
of Court or the United States Trustee, including post-
Confirmation Date and post-Effective Date fees and charges.

Allowed Administrative Expense Claims will be paid in Cash, in
full, on the Effective Date, or as soon as practicable after
such Claim becomes an Allowed Administrative Expense Claim if
the date of allowance is later than the Effective Date , or in
such amounts and on such other terms either as may be agreed on
between the holders of such Claims and Debtor (or Post-Effective
Date L&H Entity), or according to the ordinary business terms
agreed upon by, and in the ordinary course of business of, the
member of the Debtors (or Post-Effective Date L&H Entity) and
such holders.

Each Debtor's Estate will be responsible for Allowed
Administrative Expense Claims that are solely Administrative
Expense Claims of such Estate (including, Claims of
Professionals retained solely by any such Debtor).

Administrative Expense Claims that are shared by the Debtors,
such as fees and expenses of Professionals retained by the
professionals jointly retained by the Debtors' Estates, will be
allocated among the Debtors' Estates as determined by the
Bankruptcy Court in the Confirmation Order or, if not provided
therein, in another order of the Bankruptcy Court entered prior
to the Effective Date.

       (b) DIP Facility Claims; Allocation Among Debtors

All Allowed DIP Facility Claims against the Debtors will be
paid:

       (1) on the Effective Date in full in Cash, or in a manner
otherwise permitted pursuant to the terms of the DIP Facility
and the DIP Loan Agreement, or

       (2) on such other terms as may be mutually agreed upon
among (i) the holders of the DIP Facility Claims, and (ii) the
Debtors or the Post Effective Date L&H Entities, as the case may
be.

The DIP Facility Claims will be allocated among the Debtors'
Estates as determined by the Bankruptcy Court in the
Confirmation Order or, if not provided therein, in another order
of the Bankruptcy Court entered prior to the Effective Date.

       (c) Priority Tax Claims

Priority Tax Claims consist of Claims entitled to priority of
payment over general unsecured claims and, with respect to L&H
NV, under applicable Belgian law.

     (i) Priority Tax Claims Against L&H NV And L&H Holdings

On the Effective Date, or as soon as practicable after such
Claim becomes an Allowed Claim if the date of allowance is later
than the Effective Date, a holder of an Allowed Priority Tax
Claim against either L&H NV or L&H Holdings will be entitled to
receive in full satisfaction, settlement, release, and discharge
of and in exchange for such Allowed Priority Tax Claim:

          (a) deferred cash payments from such Debtor's Estate
              in an aggregate principal amount equal to the
              amount of such Allowed Priority Tax Claim plus            
              interest, to the extent required under applicable
              law, on the unpaid portion thereof at the legal
              rate of interest (excluding any default interest
              rate), or, in the absence of a legal rate of
              interest, at a rate of 8% per annum, from the
              Effective Date through the date of payment
              thereof, which period may not extend past March
              31, 2003, or

          (b) such other treatment as to which such Debtor and
              such holder will have agreed upon in writing, with          
              the approval of the Bankruptcy Court and the
              Creditors' Committee for such Debtor. If deferred
              cash payments are made to a holder of an Allowed
              Priority Tax Claim, a payment of 10% of the
              Allowed Priority Tax Claim plus accrued and unpaid
              interest will be made on the 1st anniversary of
              the Effective Date and the remaining unpaid
              portion of such Allowed Claim will be paid on
              March 31, 2003, together with any accrued and
              unpaid interest to the date of payment; provided,
              further, that L&H NV, L&H Holdings, Post-Effective
              Date L&H NV and Post-Effective Date L&H Holdings
              reserve the right to pay any Allowed Priority Tax
              Claim, or any remaining balance of such Allowed
              Priority Tax Claim, in full at any time on or
              after the Effective Date without premium or
              penalty.

        (ii) Priority Tax Claims Against Dictaphone

On the Effective Date, or as soon as practicable after such
Claim becomes an Allowed Claim if the date of allowance is later
than the Effective Da te, a holder of an Allowed Priority Tax
Claim against Dictaphone will be entitled to receive in full
satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Priority Tax Claim:

            (a) deferred Cash payments in an aggregate principal
                amount equal to the amount of such Allowed         
                Priority Tax Claim plus interest on the unpaid
                portion thereof at the rate of 8% per annum from
                the Effective Date through the date of payment
                thereof or

            (b) such other treatment as to which Dictaphone and
                such holder will have agreed upon in writing,
                with the approval of the Bankruptcy Court.

If deferred Cash payments are made to a holder of an Allowed
Priority Tax Claim against Dictaphone, payments of principal
will be made in annual installments, each such installment
amount being equal to 10% of such Allowed Priority Tax Claim
against Dictaphone plus accrued and unpaid interest, with the
first payment to be due on the 1st anniversary of the Effective
Date, and subsequent payments to be due on each successive
anniversary of the first payment date or as soon thereafter as
is practicable; provided, however, that any installments
remaining unpaid on the date that 6 years after the date of
assessment of the tax that is the basis of the Allowed Priority
Tax Claim will be paid on the first Business Day following such
date, together with any accrued and unpaid interest to the date
of payment; provided, further, that Dictaphone and Reorganized
Dictaphone, as the case may be, reserve the right to pay any
Allowed Priority Tax Claim, or any remaining balance of such
Allowed Priority Tax Claim, in full at any time on or after the
Effective Date without premium or penalty.

            Securities To Be Issued Pursuant To Plan:
              New Common Stock and New Warrants

1. Dictaphone New Common Stock

The charter of Reorganized Dictaphone will authorize the
issuance of 20,000,000 shares of Dictaphone New Common Stock and
5,000,000 shares of preferred stock. Although the shares of such
stock are authorized, other than the Distributable Shares and
the shares reserved in connection with the Key Employee Equity
Compensation Program described in Section 8.21 of the Plan, such
shares will not be issued as of the Effective Date.

On the Effective Date, (a) holders of Allowed Dictaphone Class 4
Unsecured Claims, Dictaphone Class 5 Lenders' Guaranty Claims,
Dictaphone Class 7 Noteholders Claims, and Dictaphone Class 8
Intercompany Loan Agreement Claims will receive, and Reorganized
Dictaphone will issue, Stock Distributions of the Distributable
Shares of the Dictaphone New Common Stock in accordance with
Section 5.4 of the Plan.  The Debtors anticipates that, on the
Effective Date, the equity ownership of Reorganized Dictaphone
will be distributed in the percentages described in the
following chart.

It is anticipated that the Effective Date for Reorganized
Dictaphone will occur within a month after the Confirmation
Date.

The New Common Stock will have a par value of $0.01 per share.  
In the event that any Dictaphone New Warrants or options granted
to members of Reorganized Dictaphone's management are exercised,
these percentages will change to reflect such exercise.

In addition, to the extent that the amount of Allowed Dictaphone
Class 4 Unsecured Claims varies from the estimated amount of
$37,500,000, the respective distributions of Dictaphone New
Common Stock to holders of Allowed Claims in Dictaphone Classes
4, 5, 7 and 8 will be adjusted in accordance with the provisions
of the Plan.

The Dictaphone New Common Stock will have such rights with
respect to dividends, liquidation, voting, and other matters as
set forth in Reorganized Dictaphone's Amended Certificate of
Incorporation, its Amended Bylaws, and as provided under
applicable law. Reorganized Dictaphone's Amended Certificate of
Incorporation and Amended Bylaws will be filed as part of the
Plan Supplement, or otherwise, in a submission to the Bankruptcy
Court on or prior to the Effective Date.

                   Dictaphone New Warrants

As provided in, and subject to the restrictions set forth in the
Plan, Reorganized Dictaphone will issue to holders of Allowed
Dictaphone Class 7 Dictaphone Noteholders Claims a Ratable
Proportion of Dictaphone New Warrants to purchase an aggregate
amount of 1,625,000 shares of Dictaphone New Common Stock of
Reorganized Dictaphone.

                      Belgian Case

L&H NV is a corporation incorporated under the laws of Belgium
and has a reorganization proceeding pending in Belgium in
addition to its chapter 11 case.

      (1) Means For Implementation Of Plan

1. Reorganization Of Dictaphone; Sale Of Assets Of L&H NV and
L&H Holdings; Continuation Or Discontinuation Of Businesses

   a. Reorganized Dictaphone

      On and after the Effective Date, Reorganized Dictaphone  
      will continue to engage in Dictaphone's business.

   b. Post Effective Date L&H NV And Post Effective Date L&H     
      Holdings

i. Continued Existence

L&H NV and L&H Holdings will continue in existence after the
Effective Date for the purpose of effecting the transfer of all
assets of L&H NV and L&H Holdings either for cash or other
consideration in such manner as will maximize their respective
Estates. Upon the transfer of assets, Post-Effective Date L&H NV
and Post-Effective Date L&H Holdings will distribute the
proceeds from such Transfer in accordance with the Plan.

Each of L&H NV and L&H Holdings and their respective successors,
Post-Effective Date L&H NV and Post-Effective Date L&H Holdings,
will complete the transfer of their respective assets as soon as
reasonably practicable after the Effective Date.

Post-Effective Date L&H NV and Post-Effective Date L&H Holdings
will have absolute discretion to pursue or not to pursue any and
all claims, rights, or Causes of Action that it retains pursuant
to the Plan, as it determines in the exercise of its business
judgment, and will have no liability for the outcome of its
decision.

Post-Effective Date L&H NV and Post-Effective Date L&H Holdings
may incur and pay any reasonable and necessary expenses in
performing the foregoing functions. As soon as practicable after
the Effective Date, but subject to the completion of its duties
under the Plan, Post-Effective Date L&H NV and Post-Effective
Date L&H Holdings will distribute all of their respective assets
in accordance with the terms of the Plan.

ii. Periodic Distributions Of Available Cash

Each of Post Effective Date L&H NV and Post Effective Date L&H
Holdings will make distributions as provided under the Plan from
the net proceeds it obtains from the Transfers of their
respective assets for a period of up to 16 months after the
Effective Date. To the extent that Post-Effective Date L&H NV or
Post Effective Date L&H Holdings receives consideration that is
neither cash nor cash equivalents, Post Effective Date L&H NV or
Post-Effective Date L&H Holdings Post-Effective Date L&H, as the
case may be, will endeavor to distribute such non-cash
consideration in such manner as to give effect to the
distribution scheme contemplated under the Plan.

To effect the foregoing, each of Post-Effective Date L&H NV and
Post Effective Date L&H Holdings will make distributions of L&H
NV Available Cash and L&H Holdings Available Cash on the first
Business Day of each calendar quarter (each such date, a
"Quarterly Distribution Date"); provided, however, that, except
with respect to the final Distribution with respect to such
Entities, each of Post-Effective Date L&H NV and Post Effective
Date L&H Holdings will not make any such Distributions unless
the amount of L&H NV Available Cash and L&H NV Available Cash is
in excess of $1,000,000.

Such distributions will continue until each of Post-Effective
Date L&H NV and Post Effective Date L&H Holdings has transferred
all of its assets and there is no additional L&H NV Available
Cash or L&H Holdings available Cash for distributions under the
Plan.

iii. Potential Formation Of Joint Venture With Respect To Post-
Effective Date L&H NV Or Post Effective Date L&H Holdings

To the extent the respective L&H NV Estate and L&H Holdings
Estate can be maximized by effecting a new successor-in-
interest, a joint venture or similar arrangement through a
contribution of certain assets into such successor-in-interest
or joint venture (or similar vehicle), then Post Effective Date
L&H NV and Post Effective Date L&H Holdings are authorized to
effect such transaction(s) upon obtaining the consent of
the L&H Creditors' Monitoring Committee and the interests in
such joint venture (or similar vehicle) will be distributed as
L&H NV Available Cash or L&H Holdings Available Cash, as the
case may be, provided, however, that such new successor-in-
interest or joint venture (or similar vehicle) must assume or
provide for the satisfactory effectuation of the obligations of
Post-Effective Date L&H NV and Post Effective Date L&H Holdings,
as the case may be, under the Plan, including, but not limited
to, making distributions to holders of Allowed Claims against
and Equity Interests in such Debtors.

iv. Discontinuation Of Businesses; Liquidation And Dissolution
Of L&H NV and L&H Holdings

Except as specifically provided in the Plan, each of Post
Effective Date L&H NV and Post Effective Date L&H Holdings
intend to cease operations as soon as reasonably practicable
after the Effective Date.

Upon the Distribution of all assets of the Post-Effective Date
L&H NV and Post Effective Date L&H Holdings and their respective
Estates pursuant to the Plan and the filing by Post Effective
Date L&H NV and/or Post Effective Date L&H Holdings, as the case
may be, of a certification to that effect with the Bankruptcy
Court, and, with respect to L&H NV, the completion of any
requirements for such dissolution under applicable Belgian law,
each of L&H NV and L&H Holdings (and their respective successors
in interest) will be dissolved for all purposes without the
necessity for any other or further actions to be taken by or on
behalf of such entities or payments to be made in connection
therewith; provided, however, that each such Entity may, if it
so elects, file a certificate of dissolution for each of L&H NV
and L&H Holdings in such Entity's jurisdiction of incorporation.
Such certificate of dissolution may be executed by Post
Effective Date L&H Holdings without the need for any action or
approval by the shareholders or board of directors of any of
such Entities.

>From and after such date of dissolution, each of L&H NV and L&H
Holdings (i) for all purposes will be deemed to have dissolved
and withdrawn its business operations from any state or country
in which it was previously conducting, or is registered or
licensed to conduct, its business operations, and will not be
required to file any document, pay any sum or take any other
action, in order to effectuate such withdrawal, (ii) will be
deemed to have cancelled pursuant to the Plan all of their
Equity Interests (other than with respect to the L&H Holdings
Class 4 Common Stock held by L&H NV), and (iii) will not be
liable in any manner to any taxing authority for franchise,
business, capital, license or similar taxes accruing on or after
such date.

>From and after the Effective Date, to the extent the bylaws,
certificate of incorporation or other charter and corporate
documents of either L&H NV or L&H Holdings are inconsistent with
the terms and provisions of the Plan, the Plan will supersede
such bylaws, certificate of incorporation, or other charter and
other corporate documents, as the case may be. The dissolution
of each of L&H NV and L&H Holdings will not have any effect upon
any of the Debtors' Assigned Causes of Action that are assigned
to the Litigation LLC.

Upon the dissolution of L&H NV, L&H NV currently intends, to the
extent practicable, to seek to distribute to holders of L&H NV
Common Stock the L&H NV Available Cash and L&H NV Litigation
Membership Interests previously retained by L&H NV pursuant to
the Plan.

                     Litigation LLC

The Debtors is assigning all of the Debtors' Assigned Causes of
Action to the Litigation LLC, including all Causes of Action
held by L&H, all Causes of Action held by L&H Holdings and, with
respect to Dictaphone, only the Causes of Action of Dictaphone
relating to or arising from accounting irregularities, fraud or
L&H NV's acquisition of Dictaphone.

As a result of the accounting irregularities and allegations of
fraud relating to the Debtors' prepetition activities, numerous
potential Causes of Action exist relating to these matters and
to L&H NV's acquisitions of various companies, including, but
not limited to, Dictaphone.

These potential Causes of Action include actions against
the Debtors' former officers and directors, prepetition
auditors, financial advisors and other professionals and the
financial institutions involved in the alleged fraudulent
activities of and involving the Debtors' investments and
activities in Korea. The Litigation LLC will pursue the Debtors'
Assigned Causes of Action in such manner as to maximize the
recoveries to the respective Classes of creditors and interests
receiving Litigation Membership Interests under the Plan.

The Debtors advise, however, that they are not assigning to the
Litigation LLC Causes of Action released in accordance with
Section 14.2 of the Plan or Causes of Action settled or resolved
in the Plan or pursuant to a Final Order of the Bankruptcy
Court. In addition, the L&H Group's members retain defenses,
counterclaims and setoffs to any causes of action or claims
asserted against them.

       a. Establishment Of Litigation LLC

The Litigation LLC will be established as of the Effective Date.
The Litigation Manager will be appointed on the Effective Date.

       b. Acquisition Of Debtors' Assigned Causes Of Action

On the Effective Date the Estates and the Debtors will be deemed
to have, and will have, irrevocably assigned and transferred to
the Litigation LLC all of their rights, title and interest in
and to any and all of the Debtors' Assigned Causes of Action and
any proceeds thereof received by the Estates. Each of the
Debtors' Assigned Causes of Action, except as otherwise provided
in the Plan, will be free and clear of all Liens, claims,
encumbrances and other interests.

None of the Debtors will have any further rights, title or
interest in any of the Debtors' Assigned Causes of Action, and
neither the Debtors nor any of the Post-Effective Date L&H
Entities will be entitled to receive any portion of any amounts
recovered on account of any of the Debtors' Assigned Causes of
Action.

       c. Establishment Of Litigation Membership Interest
          Registers

The Litigation LLC will maintain a register of the persons or
entities granted Litigation Membership Interests therein and
will be entitled to treat as the owner of any such interest for
all purposes the person or entity in whose name the Litigation
Membership Interest is registered.

       d. Limitations On Transferability Of Litigation
          Membership Interests

           (i) No member of the Litigation LLC may transfer its
               Litigation Membership Interests without the prior  
               written consent of the Litigation LLC, which
               consent will be granted only if, in the
               reasonable judgment of the Litigation LLC based
               upon representations as to the manner of the
               proposed transfer and other evidence or advice of
               counsel, the transfer would not create a material
               risk that the Litigation LLC would be treated as
               a publicly traded partnership pursuant to I.R.C.
               section 7704. In general, subject to the
               foregoing, a holder of Litigation Membership
               Interests in the Litigation LLC will be able to
               transfer such Litigation Membership Interests if
               such Transfer (or series of related transfers)
               satisfies one of the following tests: (i) such
               transfer or series of transfers are made
               within a 30-day period and involve the transfer
               of more than 2.0% of the outstanding Membership
               Interests; (ii) such transfer or series of
               transfers by one or more holders involves the         
               transfer of 50% or more of the outstanding
               Litigation Membership Interests; (iii) such
               transfer or series of transfers are effected         
               through a "Qualified Matching Service" (a
               matching service that satisfies the requirements
               of a qualified matching service with the meaning
               of Treasury Regulations 1.7704-1(g)(2)); or (iv)
               such transfer is a transfer in which the basis
               of the Litigation Membership Interests in the
               hands of transferee is determined, in whole or in
               part, by reference to its basis in the hands
               of the transferor. These tests will be
               interpreted consistently with Treasury Regulation
               Sections 1.7704-1(e) and 1.7704-1(g). The
               Litigation LLC will be deemed to have consented      
               to any transfer which complies with the Safe-       
               Harbor Exception if it does not provide (or
               deny) its consent within seven (7) Business Days
               of its receipt of a written notification of a
               proposed Transfer which is accompanied by
               representation that the transfer has been made in          
               accordance with the Safe Harbor Exception.

          (ii) Notwithstanding these provisions, the economic
               interest (but not the membership interest) may  
               be transferred (1) to a relative, spouse or
               former spouse or relative of the spouse or
               former spouse of the original holder of such
               interest, (2) to any trust or estate in which
               such Beneficial Interest Holder holds more
               than 50% of the beneficial interests
               (excluding contingent interests), (3) to any
               corporation, partnership or other organization in
               which such Beneficial Interest Holder is the
               beneficial owner of more than 50% of the equity
               securities or equity interests, (4) to any person
               that owns, directly or indirectly, more than 50%
               of the voting securities of such Beneficial
               Interest Holder, (5) upon the death of such
               Beneficial Interest Holder or pursuant to
               operation of law, or (6) incidental to
               the sale of all or substantially all of the
               assets of such Beneficial Interest Holder;
               provided further that notwithstanding the
               foregoing, no transfer of such interest will be
               permitted to the extent the transfer would
               violate or require registration under any federal
               or state securities laws or would cause any
               adverse tax (including, but not limited to,
               causing the Litigation LLC to become a publicly
               traded partnership under the meaning of I.R.C.  
               7704), ERISA or other effect on the Litigation
               LLC, and provided further that the transferee of
               such economic interest may not be substituted as
               a member. The Beneficial Interest Holder seeking
               to transfer such interest will deliver an
               opinion of counsel respecting compliance with
               applicable laws and the absence of an adverse
               effect on the Litigation LLC, and may be
               prohibited from transferring such interests
               solely on the grounds that (a) no such legal
               opinion has been given or (b) the legal opinion
               given is unsatisfactory or insufficient, in the
               sole opinion of counsel for the Litigation LLC.

         (iii) In no event may any Litigation Membership
               Interests, or the economic interest therein, be
               transferred to or for the benefit of the Debtors
               or any of the Post-Effective Date L&H Entities
               (other than distributions of Litigation
               Membership Interests to any of the Debtors based
               upon intercompany claims, which Litigation
               Membership Interests will be redistributed in
               accordance with the distribution scheme set forth
               in the Plan).

           iv) The Litigation LLC and the Litigation Manager
               will not recognize any transfer of Litigation
               Membership Interests, or the economic interest
               therein, unless such transfer strictly complies
               with the foregoing requirements and will not
               recognize the rights of any purported transferee
               under any non-complying transfer, including any
               rights to receive distributions from the
               Litigation LLC, either directly or indirectly.
               For purposes of the Plan, Litigation LLC      
               interests include, among other things, (a) any   
               interest in the capital or profits of the
               Litigation LLC, and (b) any rights in, to or
               under any financial instrument or contract, the
               value of which is determined, in whole or in
               part, by reference to the Litigation LLC,
               including, but not limited to, the amount of any
               distributions from the Litigation LLC, the value
               of the assets of the Litigation LLC, or the
               results of the Litigation LLC's operations or
               administration.

               e. Funding Litigation LLC

On the Effective Date, the Post Effective Date L&H Entities will
loan to the Litigation LLC the aggregate amount of $1,000,000
for the establishment of a reserve to pay the fees, expenses and
costs of the Litigation LLC and the Litigation Manager.  While
the Debtors say that each estate will loan a portion of this
figure, no amounts are given.

In addition, on the Effective Date, the Post-Effective Date L&H
Entities will loan to the Litigation LLC the aggregate amount of
$100,000 for the establishment of a reserve to pay the fees,
expenses and costs of the Litigation Monitoring Committee. The
Litigation LLC Funding Loans will bear interest at an annual
rate of 12%, payable-in-kind at the option of the Litigation LLC
and will be due on the 5th anniversary of the Effective Date,
which loans will be prepayable without penalty or premium.

All payments of principal and interest by the Litigation LLC to
Post-Effective Date L&H NV and Post Effective Date L&H Holdings
will be deemed to be, respectively, L&H NV Available Cash and
L&H Holdings Available Cash and will be distributed in
accordance with the Plan.

To the extent that the Litigation Manager and the Litigation
Monitoring Committee reasonably agree that the amounts
of the Litigation Manager Reserve and/or the Litigation
Monitoring Committee Reserve are in excess of the amounts
reasonably anticipated to be incurred by the Litigation LLC and
the Litigation Manager in the pursuit of their respective duties
and obligations under the Plan, such excess amounts will be
returned to the successors of the respective Estates in
proportion to the original funding of such amount and, in
the case of Reorganized Dictaphone, will be utilized for
Reorganized Dictaphone's working capital needs, and, in the case
of L&H NV and L&H Holdings, will be treated as either L&H NV
Available Cash or L&H Holdings Available Cash, as the case may
be, for Distributions to holders of Allowed Claims.

Except as specifically set forth in the Plan and the Litigation
LLC Members Agreement, the Post Effective Date L&H Entities will
have no obligation to the Litigation LLC or any holder of
an interest therein other than its obligations to reasonably
cooperate as a party to the Debtors' Assigned Causes of Action
assigned to the Litigation LLC.

In addition, the Litigation Manager may, with the written
consent of the Litigation Monitoring Committee, borrow funds to
finance the operations of the Litigation LLC, which borrowing(s)
may include equity participation features.

             (l) Distribution By Litigation Manager

         (i) Timing Of Distributions; Distributions By
                   Litigation Manager

The Litigation Manager will distribute the Debtors' Litigation
Proceeds at such times as the Litigation Manager deems
appropriate, but only after (1) pursuant to the Plan, paying all
outstanding Litigation Administrative Costs and reserving for
any additional reasonable Litigation Administrative Costs that
may be incurred thereafter, and (2) determining the Debtors'
Litigation Proceeds Allocation .

                 (ii) Litigation LLC Reserve

The Litigation LLC will withhold from the amounts to be
distributed to holders of Litigation Membership Interests
amounts sufficient to be distributed on account of the
Litigation Membership Interests that may be granted to holders
of Claims or Equity Interests that are Disputed Claims or
Disputed Equity Interests as of the date of distribution of
proceeds, and the Litigation LLC will place such withheld
proceeds in reserve.

To the extent such Disputed Claims or Equity Interest
ultimately become Allowed Claims and Allowed Equity Interests,
and Litigation Membership Interests are granted to the holders
of such Claims in accordance with the Plan, payments with
respect to such interest will be made from the Litigation
Reserve.

The Litigation Manager, in consultation with the Post=Effective
Date L&H Entities, will determine the amount to reserve in the
Litigation Reserve based on the amount of Disputed Claims and
Disputed Equity Interests determined or estimated for the
purposes of the Disputed Claims Reserve.

                       (iii) Term

The term of the Litigation LLC will commence on the Effective
Date and will continue until the fifth anniversary of such date,
unless sooner terminated in accordance with the terms of the
Litigation LLC Members Agreement; provided, however, that the
term of the Litigation LLC may be extended for no more than five
successive periods of two years each in accordance with the
provisions in the Litigation LLC Members Agreement.

            (iv) Compensation Of Litigation Manager

The Litigation Manager will receive compensation for services to
the Litigation LLC as agreed upon by the (a) Litigation Manager
and (b) as the case may be, either (i) the Dictaphone Creditors'
Committee and the L&H Creditors' Committee or (ii) the
Litigation Monitoring Committee, for their services and will be
entitled to reimbursement of reasonable expenses incurred in
performing its duties under the Plan out of the assets of the
Litigation LLC, as more fully set forth in the Litigation
LLC Members Agreement or in a separate agreement setting forth
the terms and conditions of the provision of such services by
the Litigation Manager.  

These agreements are not included in the Plan or Disclosure
Statement as presently filed.

           (v) Indemnification And Exculpation Of
   Litigation Manager And Litigation Monitoring Committee

          (i) From and after the Effective Date, the Litigation
Manager and members of the Litigation Monitoring Committee, and
each of their respective post-Effective Date directors, members,
officers, will be exculpated and indemnified as provided in the
Litigation LLC Members Agreement.

         (ii) Except as may otherwise be provided in the
Litigation LLC Members Agreement, each of the Litigation Manager
and the Litigation Monitoring Committee, and each of their post-
Effective Date directors, members, officers, employees, agents
and attorneys, as the case may be, from and after the Effective
Date, will be exculpated by all Persons, holders of Claims and
Equity Interests, Entities, and parties in interest receiving
Distributions under the Plan, from any and all claims, Causes of
Action, and other assertions of liability arising out of its
discharge of the powers and duties conferred upon it by the
Plan, the Litigation LLC Members Agreement or any order of the
Bankruptcy Court entered pursuant to or in furtherance of the
Plan, or applicable law, except solely for actions or omissions
arising out of its gross negligence, willful misconduct or
breach of its fiduciary duties. No holder of a Claim or an
Equity Interest, or representative thereof, will have or pursue
any claim or Cause of Action (a) against the Litigation Manager
or the Litigation Monitoring Committee for Distributions made in
accordance with the Plan, or for implementing the provisions of
the Plan, or (b) against any holder of a Claim for receiving or
retaining payments or other Distributions as provided for
by the Plan.

      (iii) Each of the Litigation Manager and the Litigation
Monitoring Committee will not be liable for any action taken or
omitted in good faith and reasonably believed by it to be
authorized within the discretion or rights or powers conferred
upon it by the Plan or the Litigation LLC Members Agreement. In
performing its duties under the Plan and the Litigation LLC
Members Agreement, each of the Litigation Manager and the
Litigation Monitoring Committee will have no liability for any
action taken by the Litigation Manager and the Litigation
Monitoring Committee in good faith in accordance with the advice
of counsel, accountants, appraisers and other professionals
retained by it, the Post Effective Date L&H Entities, or the
Litigation LLC. Without limiting the generality of the
foregoing, the Litigation Manager and the Litigation Monitoring
Committee may rely without independent investigation on copies
of orders of the Bankruptcy Court reasonably believed by it to
be genuine, and will have no liability for actions taken in good
faith in reliance thereon. None of the provisions of the Plan
will require the Litigation Manager or the Litigation Monitoring
Committee to expend or risk their own funds or otherwise incur
personal financial liability in the performance of any of their
duties or in the exercise of any of its rights and powers.

                 Monitoring Of Litigation LLC

On or prior to the Confirmation Date, the Dictaphone Creditors'
Committee and the L&H Creditors' Committee will jointly select
three (3) Persons or Entities to serve as representative of the
Litigation LLC.

A list setting forth the identities of the members of the
Litigation Monitoring Committee, to the extent available, will
be filed as part of the Plan Supplement, or otherwise, in a
submission to the Bankruptcy Court on or prior to the Effective
Date.

The Litigation Monitoring Committee will monitor and review
settlement, abandonment and other disposition proposals proposed
to or agreed to by the Litigation Manager with respect to the
Debtors' Assigned Causes of Action and to consult with the
Litigation Manager regarding the settlement, abandonment,
disposition and prosecution of such Causes of Action.

In addition, if any of the officers or directors of Post-
Effective Date L&H NV or Post Effective Date L&H Holdings
resigns, is terminated for cause by the Litigation Monitoring
Committee with the approval of the Bankruptcy Court, or is
unable to continue to serve as a director or officer for any
reason, the Litigation Monitoring Committee will designate a
replacement, who will thereby be appointed to serve as an
officer or director, as the case may be, without application to
or approval by the Bankruptcy Court.

The Litigation Monitoring Committee will, to the extent it deems
necessary, retain counsel to assist it.

                        Exit Facility

Prior to the Confirmation Hearing, Dictaphone will obtain the
Exit Facility Commitment Letter, which will contain such terms,
conditions, and covenants as are usual and customary for
financings of this type.

             Key Employee Equity Compensation Program

Reorganized Dictaphone will adopt a Key Employee Equity
Compensation Program that will provide that at least 700,000
shares of the authorized New Common Stock will be reserved for
issuance in the form of stock options after the Effective Date
to certain key employees of Reorganized Dictaphone pursuant to
an incentive compensation program.

Within 60 days after the Effective Date, the Board of Directors
of Reorganized Dictaphone will (a) establish such a program, (b)
identify the key employees entitled to receive distributions of
options for the acquisition of New Common Stock, (c) allocate
the options, and (d) make the distributions of such options to
the key employees.

The options issued in accordance with the Plan will have terms
at least as favorable as the following: such options (w) with
respect to options for at least 500,000 shares of the authorized
New Common Stock, will vest as follows, subject to earlier
vesting upon the occurrence of certain triggering events
(including termination of the employment of such key employee or
the merger or sale (or the sale of substantially all of the
assets) of Reorganized Dictaphone: (i) options for at least
166,667 shares will vest on the first anniversary of the
Effective Date, (ii) options for at least 166,666 shares will
vest on the second anniversary of the Effective Date, and (iii)
options for at least 166,666 shares will vest on the third
anniversary of the Effective Date; each of which options will
bear an exercise price equal to fair market value of New
Dictaphone New Common Stock as of the Effective Date (after
taking into account the dilutive effects upon the fair market
value of the price per share of New Common Stock of the options
issued in accordance with the Plan (such price per share, the
"Reorganization Value Exercise Price"); (x) with respect to
options for at least 200,000 shares of the authorized New Common
Stock, will vest on the Effective Date; which options will bear
an exercise price equal to 115% of the Reorganization Value
Exercise Price; (y) will have a term of 5 years, and (z) will
provide that the options must be exercised on or before 90 days
after a merger, sale, or other similar transaction involving
Reorganized Dictaphone.

        Cash Projections And Approximate Projected
             Distributions On Effective Date

       a. Dictaphone

With respect to the Dictaphone Estate, the Plan provides for a
debt to equity conversion for the impaired Classes of Claims
(other than the Convenience Class). Pursuant to the Plan, the
Distribution of the Distributable Shares will be effected on the
Effective Date, subject to appropriate reserves.

Similarly, the Dictaphone New Warrants, the Reorganized
Dictaphone/DB 12% Note, the Reorganized Dictaphone/Lenders
12% Notes and the Class D Litigation Membership Interests will
be distributed on the Effective Date. Although the actual
Distributions to Dictaphone's creditors are dependent upon (i)
the ultimate amount of Allowed Claims of all Classes, (ii) the
value of Reorganized Dictaphones new equity interests, and (iii)
the proceeds from litigation or settlement of Causes of Action,
after the payment of related expenses, Dictaphone estimates that
the net proceeds will be insufficient to satisfy in full the
Allowed Claims of its prepetition creditors.

       b. L&H Holdings

The L&H Holdings Estate is projected to have sufficient Cash on
the Effective Date to make full Distributions to all holders of
Allowed Claims, subject to appropriate reserves.] Funds should
be available to L&H NV, as holder of L&H Holdings Common Stock,
for Distributions from the continued disposition and conversion
of the L&H Holdings' assets to Cash.

       c. L&H NV

The L&H NV Estate is projected to have insufficient Cash to make
full Distributions to holders of Allowed Claims against the L&H
NV estate. On the Effective Date, the Debtors do not provide any
specific estimation that L&H NV will be able to distribute any
sums as L&H NV Available Cash.

L&H NV will be making its Distribution of the Class NV
Litigation Membership Interests on the Effective Date. Although
the actual Distributions to L&H NV's creditors are dependent
upon (i) the ultimate amount of Allowed Claims against L&H NV of
all Classes, (ii) the value of the liquidation and upstreaming
of assets by L&H Holdings, and (iii) the proceeds from
litigation or settlement of Causes of Action, after the payment
of related expenses, L&H NV estimates that the net proceeds will
be insufficient to satisfy in full the Allowed Claims of its
prepetition creditors.

            Deadline for Disputed Claims Under Plan

As soon as practicable, but in no event later than six (6)
months after the Effective Date, unless otherwise ordered by the
Bankruptcy Court, objections to Claims and Equity Interests will
be filed with the Bankruptcy Court and served upon the holders
of each such Claim or Equity Interest to which objections are
made.

Notwithstanding any other provision of the Plan, if any portion
of a Claim or Equity Interest is a Disputed Claim or Disputed
Equity Interest, no payment or Distribution provided under the
Plan will be made on account of the portion of such Claim or
Equity Interest that is a Disputed Claim or Disputed Equity
Interest unless and until such Disputed Claim or Disputed Equity
Interest becomes an Allowed Claim or an Allowed Equity Interest,
but the payment or Distribution provided under the Plan will be
made on account of the portion of such Claim or Equity Interest
that is an Allowed Claim or Allowed Equity Interest.

     All Executory Contracts And Unexpired Leases Rejected
            If Not Listed On Assumption Schedule

Except as otherwise provided in the Plan or pursuant to a Final
Order approving the assumption of any executory contract or
unexpired lease, effective as of the Effective Date, all
executory contracts and unexpired leases of the Debtors not
specifically listed on the Assumption Schedule will be deemed to
be automatically rejected as of the Confirmation Date.

The Confirmation Order will constitute an order of the
Bankruptcy Court approving such rejections pursuant to section
365(a) of the Bankruptcy Code as of the Confirmation Date.  
However, the Debtors have not provided any portion of the
Assumption Schedule as of this date.

     (a) Limited Survival Of Debtors' Corporate Indemnities

Notwithstanding anything in the Plan to the contrary, the
Corporate Indemnities will be deemed and treated as separate
executory contracts for each express beneficiary thereof and
treated as follows:

           (i) the Indemnification Rights of officers, directors
and employees who were employed by the Debtors as of or after
August 1, 2001 will be fully assumed as of the Effective Date
pursuant to the Bankruptcy Code, excluding (a) any
Indemnification Rights for claims arising from such Person's
gross negligence, willful misconduct, breach of fiduciary duty
or intentional tort and (b) any Indemnification Rights for
claims arising prior to the Petition Date; and (b) all other
Indemnification Rights will be deemed rejected as of the
Confirmation Date pursuant the Bankruptcy Code, provided,
however, that such rejection will have no effect upon any
party's rights to insurance coverage available under the D&O
Policies.

          (ii) Payments Related To Assumption Of Executory
               Contracts And Unexpired Leases

Any monetary amounts by which each executory contract and
unexpired lease to be assumed under the Plan may be in default
will be satisfied by Cure, under the Bankruptcy Code. In the
event of a dispute regarding (a) the nature or the amount of any
Cure, (b) the ability of a Post-Effective Date L&H Entity to
provide "adequate assurance of future performance" under the
contract or lease to be assumed, or (c) any other matter
pertaining to assumption, Cure will occur following the entry of
a Final Order resolving the dispute.

        (iii) Severance And Retention Programs

The Debtors DIP Employee Retention Programs and Debtors DIP
Severance Plan are treated as executory contracts under the Plan
and are being assumed under the Plan pursuant to the Bankruptcy
Code.

                    Retiree Benefits

Payments, if any, due to any person for the purpose of providing
or reimbursing payments for retired employees and their spouses
and dependents for medical, surgical, or hospital care benefits,
or benefits in the event of sickness, accident, disability, or
death under any plan, fund, or program (through the purchase of
insurance or otherwise) maintained or established in whole or in
part by the Debtors prior to the Petition Date will be continued
for the duration of the period the Debtors is obligated to
provide such benefits, provided, however, that each of the Post
Effective Date L&H Entities reserve their respective rights to
modify such benefits to the extent permitted under applicable
law.

       Capital Requirements For Reorganized Dictaphone

The business of Reorganized Dictaphone is expected to have
substantial capital expenditure needs. Although (i) Reorganized
Dictaphone intends to enter into the Exit Facility, which will
provide it with $[30] million of potential working capital, and
(ii) the Plan significantly decreases Dictaphone's debt
obligations, Reorganized Dictaphone's ability to gain access to
additional capital, if needed, cannot be assured, particularly
in view of competitive factors and industry conditions.
(L&H/Dictaphone Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LOEHMANN'S INC: Wants More Time to Object to Claims
---------------------------------------------------
Loehmann's Inc. asks the Bankruptcy Court to further enlarge and
extend its deadline for objecting to all claims, including
administrative claims and rejection damage claims, to November
6, 2001 or the conclusion of the case, whichever is earlier,
without prejudice to the company's right to seek additional
extensions.  

Loehmann's says that since its Plan of Reorganization was
approved by the Court, it has worked diligently to evaluate and
resolve all claims.  However, the company needs the further
extension of time to ensure that it has fully reviewed each
Claim and to file subsequent objections.


MITSUBISHI WIRELESS: Dissolution Will Begin on March 31
-------------------------------------------------------
Mitsubishi Electric Corporation announced that it has reviewed
its North American mobile communications structure, and has made
a decision to restructure operations.

      Details of Restructuring

  (1) Mitsubishi Wireless Communications, Inc. (MWCI) will be
      dissolved on March 31, 2002. Sales, marketing, and
      distribution will be continued until that time.

  (2) Mitsubishi Electric's Japanese and European business units
      will develop and supply mobile handsets to the North
      American market after April 1, 2002.

  (3) Effective April 1, 2002, Mitsubishi Electric & Electronics
      USA, Inc. (MEUS) will take over customer support and
      after-sales services in the United States.

  (4) All current MWCI employees will be released by March 31,
      2002.

        Mitsubishi Wireless Communications Inc. (MWCI)

  Location:                  Duluth, Georgia USA
  Business Activities:       Development and sale of mobile
                              handsets
  Established:               May 1995
  Employees:                 155 (As of August 2001)
  Capital:                   US$15 Million
  Investment ratio:          Mitsubishi Electric Corp.: 86.7%
  President & CEO:           Masumi Kosaka
  Sales:                     US$246 Million (2000 JFY)

      Mitsubishi Electric & Electronics USA, Inc. (MEUS)

Mitsubishi Electric & Electronics USA, Inc. markets an extensive
line of consumer, commercial and industrial electronics
products, including semiconductor devices; Diamond Vision
stadium display screens; elevators and escalators; home theater
electronics; heating and air conditioning systems; automotive
electronics, and other products. Mitsubishi Electric &  
Electronics USA, Inc. is the largest U.S. subsidiary of
Mitsubishi Electric Corporation of Japan. Additional information
on Mitsubishi Electric & Electronics USA, Inc. is available at
http://www.mitsubishielectric-usa.com

             Mitsubishi Electric Corporation

With 80 years of experience in providing reliable, high-quality
products to both corporate clients and general consumers all
over the world, Mitsubishi Electric Corporation (FTSE:6503q.l)
is a recognized world leader in the manufacture, marketing and
sales of electrical and electronic equipment used in information
processing and communications, space development and satellite
communications, consumer electronics, industrial technology,
energy, transportation and construction.

The company has operations in 34 countries and recorded
consolidated group sales of over US$33 billion in the year ended
March 31, 2001. Additional information on Mitsubishi Electric is
available at http://www.mitsubishielectric.com


NATIONAL AIRLINES: Reduces Operations in Wake of U.S. Tragedy
-------------------------------------------------------------
Las Vegas-based National Airlines is making several adjustments
and reductions to its flight schedule as a result of the tragic
events of September 11th.

"National is making adjustments to its existing flight schedule
which will reduce existing service by approximately 20%," stated
Michael J. Conway, president and CEO.

The following are the service changes being made:

    * Temporary suspension of its one daily roundtrip between
      Washington National and Las Vegas.

    * Reduced service between New York JFK and Las Vegas by one
      roundtrip to four daily roundtrips (Flights #12 and #406,
      originally planned for discontinuation on October 26th
      will be discontinued immediately).

    * Delay to February 14, 2002, the previously announced third
      daily roundtrip between Miami and Las Vegas originally
      scheduled to begin October 26th (Miami - Las Vegas service
      will remain at two daily roundtrips until February 14th).

    * Effective Monday, September 24th, National will reduce
      certain existing flights from daily service to peak and
      off-peak service (details are not yet available).

"We will be in contact with the customers who are affected by
the changes and provide them with alternative service," Conway
stated. "The service reductions will allow National to continue
to accommodate most of its booked customers, while at the same
time offer a schedule that is likely to better match our flight
operations with the expected downturn in demand."

Conway added that on Friday, September 14th, the airline
announced the pending service reductions to its employees, and
advised that there would also be a reduction in the size of its
workforce commensurate with these reductions.

"We are offering employees who are able, voluntary leaves of
absence without pay in order to reduce the number of forced
furloughs that will be required. In all, we anticipate a
workforce reduction of about 300 employees as a result of the
announced service reductions."

National Airlines serves Chicago Midway, Chicago O'Hare,
Dallas/Ft. Worth, Los Angeles, Miami, Newark, New York JFK,
Philadelphia, and San Francisco with nonstop flights to and from
its Las Vegas hub. Reservations can be made through a travel
agent, by calling National Airlines at 1-888-757-5387, or
at http://www.nationalairlines.com

Late last month, TCR reported that National Airlines expected to
file a restructuring plan with the Court by mid-October.


NATIONAL ENERGY: Completes Conveyance of Oil & Gas Assets to NEG
----------------------------------------------------------------
National Energy Group, Inc. (OTC Bulletin Board: NEGI) announces
conveyance of oil and gas properties to a limited liability
company in compliance with its Bankruptcy Court Plan of
Reorganization and filing of its 2001 Proxy Statement.

              Conveyance of Oil and Gas Properties

Pursuant to the Company's Plan of Reorganization entered by the
Bankruptcy Court on July 24, 2000, the Company has completed the
implementation of various transactions which have resulted in
the conveyance of its oil and gas properties to NEG Holding LLC,
a Delaware limited liability company formed in August 2000. In
exchange for an initial 50% membership interest in Holding LLC,
we have conveyed to Holding LLC all of our oil and gas
properties on September 12, 2001 but effective as of May 1,
2001.

Gascon Partners, a New York general partnership has acquired
from its affiliate, Shana Petroleum Company, Shana's sole
membership interest in Shana National LLC, a Delaware limited
liability company, into which Shana transferred 100% of its oil
and gas properties.

In exchange for its initial 50% membership interest in Holding
LLC, Gascon contributed its sole membership interest in Shana
National LLC acquired from Shana, and cash, including the $10.9
million Revolving Note issued to Arnos Corp. (an affiliate of
Gascon) evidencing the borrowings under our Company's credit
facility.

In connection with the foregoing, effective as of May 1, 2001,
Holding LLC initially owns 100% of the membership interest in
NEG Operating LLC, a Delaware limited liability company.

All of the oil and gas assets conveyed by the Company and all of
the oil and gas assets associated with Gascon's contribution to
Holding LLC have been transferred from Holding LLC to Operating
LLC on September 12, 2001 but effective as of May 1, 2001.

As a result of the foregoing transactions and as mandated by the
Plan of Reorganization, National Energy Group, Inc. is a holding
company (i) the principal assets of which are the Company's
remaining cash balances (approximately $4.5 million as of the
date of the 2001 Proxy Statement) and our initial 50% membership
interest in Holding LLC, and (ii) the principal liabilities of
which are the Company's $25 million revolving credit facility
with Arnos Corp. ($10.9 million outstanding as of the date of
the 2001 Proxy Statement) and its 10-3/4% Senior Notes
(approximately $198.2 million, including accrued and unpaid
interest, outstanding as of the date of the 2001 Proxy
Statement).

None of the employees have been transferred to Holding LLC or
Operating LLC; however, the management and operation of
Operating LLC will be undertaken by our company pursuant to a
management agreement between the Company and Operating LLC.

                   2001 Proxy Statement

The Company's 2001 Proxy Statement announcing its Annual Meeting
of Shareholders to be held at the University Amphitheater,
Holiday Inn Select - Dallas Central, 10650 North Central
Expressway, Dallas, Texas 75231 on Friday, October 5, 2001 at
9:00 a.m., Central time, was filed with the Securities and
Exchange Commission, and mailing was commenced on September
12, 2001 to shareholders of record who held common stock as of
August 31, 2001.

The 2001 Proxy Statement requests the shareholders to elect five
(5) directors and ratify the selection of KPMG LLP as the
Company's auditors for the fiscal year 2001. Additionally, the
2001 Proxy Statement describes the various transactions relating
to the conveyance of the Company's oil and gas properties to NEG
Holding LLC and the management agreement between the Company and
NEG Operating LLC.

The Company's 2001 Proxy Statement is available on the Company's
website at http://www.negx.com

National Energy Group, Inc. is a Dallas, Texas based independent
oil and gas exploration and production company. The Company's
principal operations, conducted through its interest in NEG
Holding LLC, are located onshore in Texas, Louisiana, Oklahoma
and Arkansas.


NETMANAGE: Proposes Reverse Stock Split to Shun Nasdaq Delisting
----------------------------------------------------------------
NetManage, Inc. announced that it received a Nasdaq staff
determination letter indicating that the Company no longer
complies with the minimum bid price requirement for continued
listing, as set forth in Marketplace Rule 4450 (a) (5), and  
that the Company's common stock is therefore subject to
delisting from the Nasdaq National Market.

The Company is appealing this determination by immediately
requesting a hearing before a Nasdaq listing qualifications
panel. The date for this hearing has not yet been established.
The Company has been advised that Nasdaq will not take any
action to delist its stock pending the conclusion of that
hearing.

There can be no assurance that the Company's appeal will be
successful, and its common stock may be delisted from the Nasdaq
National Market if the appeal is denied, is unsuccessful or if
the Company decides, for business reasons, not to effectuate
alternative remedies.

In anticipation of the Nasdaq listing qualifications hearing,
NetManage today filed a preliminary proxy with the Securities
and Exchange Commission proposing a one-for-five reverse stock
split to assist the Company in meeting the Nasdaq minimum bid
price requirement of $1.00 per share.

"We believe it is in the best interests of the stockholders and
the Company to remain listed on a national stock exchange such
as Nasdaq and are therefore proposing a reverse stock split to
our stockholders," said Zvi Alon, Chairman, president and CEO of
NetManage. Mr. Alon went on to say, "We have made significant
progress in executing our business plan even under the current
economic conditions in which we operate and believe we are well
poised to benefit as the economy improves."

Founded in 1990, NetManage, Inc. (Nasdaq:NETM) delivers
information access, publishing, integration, and support
software and services that maximize a company's investment in
existing information systems and applications. It provides an
instant bridge to e-commerce.

NetManage offers a significantly broader range of application
integration software, host access software, centralized
management, and live interactive support solutions than
competitors. Only NetManage instantly transforms corporate
information assets into powerful e-business solutions.

NetManage sells and services it products worldwide through its
direct sales force, international subsidiaries, and authorized
channel partners. For more information, visit
http://www.netmanage.com


NORTH LILY: Files for Relief Under Chapter 11 in Colorado
---------------------------------------------------------
North Lily Mining Company (OTCBB:NLMC) has filed for relief
under Chapter 11 in the United States Bankruptcy Court for the
District of Colorado.

In pursuit of its planned reorganization, North Lily has signed
a letter agreement with a lender interested in marketing and
providing financing for North Lily's approximate 7000 acres of
rural Utah properties (some of which are subject to mortgage
defaults).

The letter agreement is subject to satisfactory completion of
lender's due diligence and court approval.

The Company has ceased pursuit of the planned merger and finance
arrangements with Captains Management Inc. (Centrally Controlled
Interactive Kiosks), and with Riverdale Financial/Telecontrol
Systems Inc (installment contracts for Centrally Controlled
Guardless Security Monitoring).

North Lily has been damaged by its investments in and reliance
upon these projects and parties related to these projects, and
intends to seek recovery for non-performance. North Lily has
also ceased pursuit of the mortgage internet business model
obtained in its early 2000 acquisition of Loanmining.com and
Mortgage Partners Home Funding.

The Company is now focused on seeking: 1-Aggressive marketing
and finance of its land holdings in Utah; 2-Utilization of land
finance and sales proceeds for Chapter 11 reorganization,
including catch-up of audits and S.E.C. filings; and 3-The
acquisition of a business or asset to be determined, together
with financing and a plan for emergence out of Chapter 11.


NORTH LILY: Chapter 11 Case Summary
-----------------------------------
Debtor: North Lily Mining Co., a Utah Corp.
        1800 Glenarm Pl.
        Ste. 210
        Denver, CO 80202

Chapter 11 Petition Date: September 6, 2001

Court: District of Colorado (Denver)

Bankruptcy Case No.: 01-23068

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave.
                  Suite 500
                  Denver, CO 80203
                  303-832-2400


OWENS CORNING: Seeks Approval of Kearny EPA Clean-Up Settlement
---------------------------------------------------------------
Owens Corning files a motion for approval of the Kearny Clean
Water Settlement with EPA Region II.

On September 27, 2000 the US Environment Protection Agency (EPA)
issued and Administrative Complaint against the Debtors based on
alleged environmental regulation violations that occurred at the
Debtors' facility at 1249 Newark Turnpike in Kearny, New Jersey,
alleging that:

(1) Debtors failed to prepare a Spill Prevention Control and
    Countermeasure Plan (SPCC Plan) and facility response plan
    for the facility;

(2) after a discharge of oil into navigable waters, the Debtors
    failed to submit required information to the EPA.

On May 7, 2001, the Debtors and EPA entered into a Consent
Agreement and Final Order, basic terms of which are:

(1) On or before March 1, 2001, the Debtors will amend its SPCC
    plan to be in compliance with EPA regulations, and submit
    such a plan to the EPA.

(2) On or before March 1, 2001, the Debtors will amend its
    facility response plan to be in compliance with EPA
    regulations and submit such a plan to he EPA.

(3) On or before June 1, 2001, the Debtors will implement all
    provisions of the SPCC plan at the facility.

(4) Upon filing a proof of claim, EPA shall be entitled to an
    allowed unsecured claim in the Debtors' bankruptcy case in
    the aggregate amount of $40,000.

The Debtors believe that the agreement is favorable to the
estate because:

(1) the Consent Agreement effectively constitutes final
    settlement of the civil liabilities that may have attached
    as a result of the allegations contained in the Complaint;

(2) the Debtors' estates are not immediately depleted because
    the EPA's allowed unsecured claim of $400,000 will be paid
    pursuant to the Debtors' plan of reorganization;

(3) certain of the allegations in the Complaint are factually
    complex, and would require significant litigation between
    the parties to resolve, absent consensual agreement and
    could cause the Debtors to incur potentially substantial
    additional legal fees, costs and expenses. (Owens Corning
    Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)   


PACIFIC GAS: Assumes Amended Power Purchase Agreements with QFs
----------------------------------------------------------------
Pursuant to an Order of the Court governing the amendment and
assumption of Power Purchase Agreements with QFs, Pacific Gas
and Electric Company 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
-------------------            ----------     -------------
Rock Creek L.P.                  3,000        $113,698.72
Wineagle Developers 1              700        $190,751.46
El Dorado (Montgomery CK)        2,600        $635,189.94
DAI/Oildale, Inc.               32,000        $8,690,489.10
Texaco Exploration &             3,725        $1,307,849.34
   Production, I

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 July 31, 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, and further providing that each QF
included in this motion (with the exception of Wineagle
Developers 1) has the right to terminate its respective
Assumption Agreement and PPA Amendment for a 15-day period
following the entry of the Bankruptcy Court Order approving the
Assumption Agreements in the event that the QF cannot obtain
satisfactory fuel supply and financial arrangements and internal
approvals as set forth in the Assumption Agreements.

Upon the effective date of assumption of the PPAs, the Pre-
Petition Payables will be elevated to administrative priority
status and will accrue interest, and will be paid by PG&E to the
QFs upon a date determined in accordance with the Assumption
Agreements, provided that if the Plan Effective Date as defined
in the Assumption Agreements does not occur before July 15,
2003, PG&E will pay a sum equal to 2% of the Cure Amount on a
monthly basis until such date as defined in the Assumption
Agreements. (Pacific Gas Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Seeks to Pay Prepetition Personal Property Taxes
----------------------------------------------------------------
Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnell,
relates that Pillowtex Corporation currently owns and maintains
a substantial amount of equipment and other personal property
used in connection with their businesses in at least 9 states.

Since the Petition Date, Ms. Harris says, the Debtors have
followed Third Circuit precedent in treating any Personal
Property Taxes related to the Personal Properties for which the
Debtors' liability first arose under applicable law prior to the
Petition Date as pre-petition obligations.  

The Debtors estimate that the Pre-petition Taxes reach
approximately $3,800,000.  

However, Ms. Harris notes, the Debtors can't do anything about
this yet because they currently have no authority to pay the
Pre-Petition Taxes.

Ms. Harris anticipates that most of the state and local
governmental authorities to which the Pre-Petition Taxes are
owed likely hold oversecured claims on account against the
Debtors' estates.

By this motion, the Debtors seek the Court's authority, on a
discretionary basis, to pay Pre-Petition Taxes that are subject
to first-priority statutory liens.  The Debtors also ask Judge
Robinson to allow them to compromise and settle related claims
of governmental units in order to avoid the accumulation of
interest with respect to such taxes.

"Since the Court already authorized the Debtors to pay pre-
petition ad valorem real property taxes, why not personal
property taxes also?  Such payments will result in a net savings
to the Debtors' estate," Ms. Harris argues.

The Debtors believe that payment of the Pre-Petition Taxes that
are subject to first-priority statutory liens is justified.  Ms.
Harris adds that such oversecured claims will eventually need to
be fully satisfied either under any plan of reorganization
confirmed in these cases, or from the proceeds of any sale of
the Personal Properties. (Pillowtex Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX: Closes Sale of Blanket Division to Beacon Acquisition
----------------------------------------------------------------
On September 6, 2001, in accord with an Asset Purchase
Agreement, dated July 27, 2001, between Beacon Manufacturing
Company, a wholly owned subsidiary of Pillowtex Corporation, and
Beacon Acquisition Corporation, Beacon sold to Beacon
Acquisition the inventory and fixed assets associated with the
Company's Blanket Division.

Under the Agreement, the purchaser assumed all liabilities
arising after the closing of the sale under the terms of
contracts assigned under the Purchase Agreement and, with
limited exceptions, all environmental liabilities associated
with the assets sold.

The Purchase Agreement provides for a purchase price of
approximately $16.8 million, subject to adjustment based on
inventory levels, prepaid items and accrued but unpaid items as
of the Closing.

Based on estimation of these items, the purchase price paid at
the Closing was approximately $13.4 million, consisting of
approximately $12.1 million in cash (a portion of which was
placed in escrow to secure Beacon's post-Closing obligations
under the Purchase Agreement) and a three-year promissory note
in a principal amount of approximately $1.3 million, secured by
a pledge of 100% of the stock of the Purchaser, a second lien on
the majority of the assets sold (excluding the Blanket
Division's real property located in Westminister, South
Carolina) and a third lien on the Blanket Division's real
property located in Swannanoa, North Carolina.

The inventory levels, prepaid items and accrued but unpaid items
as of the Closing and the purchase price are subject to post-
Closing finalization in accordance with the procedure provided
in the Purchase Agreement.

The net cash proceeds from the sale will be applied to pay down
obligations to the lenders under the Company's prepetition
senior debt facilities.


PRECISION METALS: Gets Court's Nod to Obtain Secured Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered
its final order granting Precision Specialty Metals, Inc.'s
motion to obtain secured post-petition financing.  

The approval of the DIP facility authorizes Precision Metals to
borrow up to $29,000,000 from Bank of America, N.A., to be used
in the operation of its business.

To secure the loan, the Court granted secured liens in all of
Precision Metals' property to the Bank of America.  As a result,
The Bank of America has priority in payment over all
administrative expenses, except for a $200,000 Carve-Out for the
payment of fees and expenses of professionals retained in the
case.  


RELIANCE GROUP: Koken Seeks Protection for Insurance Assets
-----------------------------------------------------------
Between June and August of 2000, creditors and shareholders of
Reliance Group Holdings, Inc., against some or all of the
officers and directors of RGH, filed several class action
complaints in the U.S. District Court for the Southern District
of New York.  The lawsuit is captioned In re Reliance Group
Holdings, Inc., Securities Litigation, No. 00-4653 (S.D.N.Y.).  
The class actions allege violations of the federal securities
laws.  The law firm of Paul, Weiss, Rifkind Wharton & Garrison
represents the defendants in the class action.

RIC, RFS and RGH, and their officers and directors are covered
by insurance policies with limits of liability that total at
least $125,000,000.  They are currently in force and provide
comprehensive coverage for many types of claims brought by or on
behalf of policyholders, regulatory agencies, creditors,
employees and/or other persons.

Jerome B. Richter, Esq., at Blank, Rome, on behalf of M. Diane
Koken, files a petition in the Commonwealth Court of
Pennsylvania seeking an order that protects certain RGH
insurance policies.

Lloyd's Underwriters and various other insurers issued the
insurance policies.  The request includes, but is not limited to
Primary Policy No. 823/FD9701593 ($10,000,000 limits); Policy
No. 823/FO1201D96 ($20,000,000 limits); Policy No. 823/FO1307D97
($20,000,000 limits); Policy No. 823/FD9798178 ($50,000,000
limits) and Policy No. 823/FD9900896 ($25,000,000 limits).  

The policies provide insurance coverage to Reliance, its
officers, directors and others.  They are assets of the estate
and are covered by the provisions of the May 29, 2001, Court
order, Mr. Richter argues.  

He asks that no persons or entities be permitted in any way to
interfere with the policies or dissipate, transfer, diminish or
compromise the policies or proceeds thereof.

Mr. Richter advances legal arguments in support of the
Rehabilitator's position.  He states that this Court appointed
Ms. Koken Rehabilitator of Reliance.  She was directed to take
immediate possession of Reliance's property, business, affairs
and assets.  He claims that this includes the insurance
policies, as they are surely assets.

Mr. Richter relates that it is well settled that insurance
policies and their proceeds are assets.  In the context of a
receivership, bankruptcy, liquidation or other proceeding, like
a Rehabilitation, they are assets of the estate.  Johns-Manville
Corp. v. The Asbestos Litigation Group, 33 B.R. 254, 259-60
(Bankr. S.D.N.Y. 1983).

Mr. Richter asserts that for some time before the petition date,
the officers and directors of RGH were aware that the petition
for Rehabilitation would be filed and were in possession of a
draft of the order for purposes of determining whether they
would consent to the order.  

For some time prior to the petition date, RFS and RGH personnel
were aware that the Commissioner considered the insurance
policies RIC assets and therefore, part of the estate.  RFS and
RGH personnel were also aware that the Pennsylvania Department
of Insurance wished to be informed, in advance, of any
settlement of the class actions.

On May 29, 2001, the day the rehabilitation order was entered,
RIC, RFS and RGH held meetings of their overlapping, if not
identical, Boards of Directors.  The Commissioner states that a
representative from her office was intentionally excluded from
the meeting, and informed that the only subject under
consideration was the question of whether RIC, RFS and RGH would
consent to the order for rehabilitation.  The Insurance
Department was informed that the Boards had consented to the
rehabilitation.

Unbeknownst to the Insurance Department and concealed from its
representatives, Mr. Richter states that the Board of RGH also
considered and resolved to settle the class actions by using
$17,400,000 of the proceeds from the insurance policies.  

In return, Saul P. Steinberg and other officers and directors of
RGH, as well as its attorneys, obtained releases of liability
from the plaintiffs in those class actions, the funding of which
would be paid for out of the policies.  The Commissioner asserts
that this was wrong because the funds were the assets of RIC.

Also concealed from the Insurance Department was the fact that
on the same day, after the meeting, representatives of RIC and
RGH instructed Paul, Weiss to sign a 10-page memorandum of
understanding with counsel for the plaintiffs in the class
actions.  

The memorandum set forth the terms of the proposed settlement,
and provided that the underwriters of the insurance policies
would be fully responsible for payment of the settlement funds,
even before the Court approved the settlement.

On May 31, 2001, counsel for the Rehabilitator sought assurances
from RGH that no further action would be taken to effectuate the
settlement until the Rehabilitator had sufficient opportunity to
study whether any settlement of the class actions paid out of
the insurance policy proceeds was appropriate.  RGH would not
provide any assurance, instead stating that it intended to
proceed to finalize the settlement. (Reliance Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)     


RELIANCE GROUP: Paul W. Zeller to Take Helm on October 1
--------------------------------------------------------
Reliance Group Holdings, Inc. asks the U.S. Bankruptcy Court for
an extension of its employment agreement with President and CEO
George E. Bello as to September 30, 2001 and approval of a new
employment agreement with his replacement, Paul W. Zeller
effective October 1, 2001.

The company contends that Mr. Zeller is well-suited to the
position of President & CEO as he has detailed knowledge of and
familiarity with the companies' affairs.  

Reliance informs the Court that Mr. Zeller will receive $675,000
annual salary plus reimbursement of all reasonable ordinary and
necessary expense.


SILICON FILM: Considers Liquidation Under Bankruptcy Proceedings
----------------------------------------------------------------
Irvine Sensors Corporation (Nasdaq: IRSN) (Boston Stock
Exchange: ISC) announced that Silicon Film Technologies, Inc.,
an independent and consolidated subsidiary, has suspended
operations. The Silicon Film Board has retained special counsel
in contemplation of liquidation through bankruptcy proceedings,
if immediate financing alternatives are not secured.

Irvine Sensors, a fifty-one percent (51%) owner of Silicon Film,
stated that it is also Silicon Film's largest creditor. Robert
G. Richards, Irvine Sensors' President and Chief Executive
Officer, said "The failure of certification tests in the summer
delayed Silicon Film's anticipated revenues, but development
expenses continued. They worked hard on the certification
issues, and a little over a week ago re-tested in compliance
with the FCC's emission standards, but are still falling short
with respect to stricter European standards. We believe at least
some of those stricter standards must be met for a successful
product launch. This has prolonged the schedule uncertainty. We
have loaned Silicon Film substantial funds to support their
product development because of our belief in the fundamental
appeal of the Electronic Film System(TM) concept.

"However, we have reluctantly concluded that further loans in
light of present market circumstances and remaining schedule
uncertainty would not be in the best interests of Irvine
Sensors' stockholders. We will consider any reasonable workout
or alternative financing proposals that might emerge, but we
have retained our own special counsel to vigorously pursue our
position as their largest secured creditor should the
contemplated liquidation ensue."

Irvine Sensors Corporation, headquartered in Costa Mesa,
California, is primarily engaged in the development of high
density electronics, MicroElectroMechanical sensors (MEMS) and
readout circuits, miniature cameras and image capture systems,
electro-optical and optical switches, image processing devices
and software, electronic image stabilization, wireless infrared
communications products, and low-power analog and mixed-signal
integrated circuits for diverse systems applications. It
primarily seeks to commercialize its technologies through
independently financed and managed subsidiaries.


SUN HEALTHCARE: Seeks Expungement of Bank Of NY's $5MM Claim
------------------------------------------------------------
Sun Healthcare Group, Inc. objects to proof of claim no. 10197
in the amount of $5,081,589 filed by The Bank of New York as
successor indenture trustee under an Indenture dated as of March
1, 1995 against Debtor Retirement Care Associates, Inc., in
connection with a Guaranty Agreement dated as of March 1, 1995
pursuant to which BONY claimed RCA had agreed to the payment and
performance of all obligations arising under the Bonds, the
Indenture and a loan agreement dated as of March 1, 1995 between
the Issuer of the Bonds and Chamber Health Care Society,
Incorporated.

The Debtors object to the claim on the basis of a ruling by the
United States District Court for the Western District of
Tennessee Reaffirming Appointment of Receiver and Granting
Motion for Preliminary Injunction, entered October 1, 1999
(collectively the "Receivership Orders") in which the District
Court orders that the Trustee cease all further efforts to
collect on the Guaranty or to pursue the prosecution of its
claim in the RCA bankruptcy case."

Prepetition, BONY asserted that Chamber failed to make payments
due under the Bonds and Loan Agreement, and filed suit in the
United States District Court for the Western District of
Tennessee at Memphis, Case No. 99-2841 MN, against Chamber and
RCA for the claimed amount due, together with other relief.

RCA subsequently filed for protection under chapter 11 of the
Bankruptcy Code, automatically instituting a stay of those
proceedings as to RCA. While maintaining the Chamber Suit, BONY
also filed the Proof of Claim no. 10197.

Subsequently, BONY, as indenture trustee, in the Chamber Suit,
agreed to a proposal for repayment by Chamber of the monies
claimed in the Proof of Claim, the Debtors relate. In connection
with that proposal, after being directed by a majority of
bondholders not to oppose such a proposal, the proposal was
approved by the Court in the Chamber Suit and BONY was ordered
not to pursue collection from RCA under the Guaranty, the
Debtors tell Judge Walrath.

The Debtors quote that decision, as memorialized in an April 23,
2001, Order of the United States District Court for the Western
District of Tennessee, which states in pertinent part:

     "This case came before the Court April 23, 2001 on that
      certain Joint Motion filed by The Bank of New York, as
      indenture trustee and Chamber Health Care Society,
      Incorporated (the Joint Motion) seeking, among other
      things, the appointment of a successor receiver, and
      modifications to that "Order Appointing Receiver, Granting
      Temporary Restraining Order and Setting Bond," entered
      September 24, 1999, and "Order Reaffirming Appointment of
      Receiver and Granting Motion for Preliminary Injunction,"
      entered October 1, 1999 (collectively the "Receivership
      Orders") appointing HealthLink Services, LLC (the "Current
      Receiver") as the receiver in this case. Based upon a
      hearing on this matter, the Court overrules objections, if
      any, to the Joint Motion, grants the Joint Motion, and
      makes the following findings of fact and conclusions of
      law:

      The Trustee filed a proof of claim in the bankruptcy case
      of Retirement Care Associates, mc: ("RCA"), based upon the
      guaranty of RCA of the obligations of the Bonds (the
      "Guaranty"). The Bond Interests, constituting more than
      half of all the beneficial holders of the Bonds, have
      advised the Trustee and this Court that they do not wish
      the Trustee to expend additional sums in the prosecution
      of such claim. The Trustee has requested this Court to
      determine whether, pursuant to the Indenture and the other
      Bond documents, it may accept such direction and not
      pursue the claim on the Guaranty. The result of not
      pursuing the Guaranty is that the obligation of RCA under
      the Guaranty is likely to be discharged and the Trustee
      and Bondholders will receive no payment as a result of the
      Guaranty. The Court, having been apprised of the
      likelihood of recovery on the Guaranty, and the valid
      direction of persons representing more than fifty percent
      (50%) of the beneficial holders of the Bonds, orders that
      the Trustee cease all further efforts to collect on the
      Guaranty or to pursue the prosecution of its claim in the
      RCA bankruptcy case."

Accordingly, the Debtors request that the Court enter an Order
disallowing and expunging the BONY Claim pursuant to section 502
of title 11 of the United States Code (the "Bankruptcy Code")
and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Ru1es"). (Sun Healthcare Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


TRAVELBYUS.COM: Discussions on Debenture Terms Amendment Ongoing
----------------------------------------------------------------
In September 1999, travelbyus.com ltd. (Toronto:TBU;
Frankfurt:TVB) issued 12% redeemable debentures for a total of C
$12 million. In March, 2000 the Company offered early redemption
of the debentures of which approximately C $2.8 million was
retired, leaving approximately C $9.2 million outstanding.

The Company is currently in discussions with the Lead Agent,
Wellington West Capital, Inc., to amend the terms of the
debentures-which came due September 9, 2001, including a
possible extension of the maturity date.

travelbyus hopes to be able to receive debenture holder approval
for such an extension and announce the renegotiated terms within
the 10 day default grace period allowed under the debentures.

travelbyus is a vertically integrated travel company. Through
the use of proprietary technology, the Company's website links
its unique travel packages and services to its member travel
agencies and consumers. It's patent pending business model
enables it to offer the right product to the right customer at
the right time.

As of March 31, 2001, the Company posted current liabilities
totaling $77.88 million, while current asset stood at $7.14
million. As of the same date, the company's current portion of
its debts totaled $11.753 million.


TWINLAB CORP: Amends and Secures Waiver of New Credit Facility
--------------------------------------------------------------
Twinlab Corporation (NASDAQ: TWLB) entered into an amendment and
waiver of its New Credit Facility, which, among other things,
revises the financial covenant relating to maintaining specified
levels of earnings from operations as measured before interest
expense, income taxes and depreciation and amortization expense
("EBITDA") through December 31, 2001.

The Company will need to further amend the "EBITDA" covenant for
the periods subsequent to December 31, 2001, to remain in
compliance therewith and will engage in discussions during the
fourth quarter of 2001 with its lenders under the New Credit
Facility for that purpose.

Borrowings outstanding under the New Credit Facility, totaling
approximately $31.2 million as of September 13, 2001, will
continue to be classified as a current liability until such
further amendment is finalized.

Twinlab Corporation, headquartered in Hauppauge, N.Y., is a
leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.

Last month, Standard & Poor's lowered its corporate credit
rating on Twinlab Corp. to single-'B' from single-'B'-plus and
lowered its subordinated debt rating to triple-'C'-plus from
single-'B'-minus. The ratings remain on CreditWatch with
negative implications, where they were placed on May 16, 2001.

The downgrade, according to S&P, reflects operating results
below Standard & Poor's expectations.


U.S. MINERALS: Wants Lease Decision Deadline Extended to Nov. 23
----------------------------------------------------------------
United States Mineral Company seeks the Bankruptcy Court's
approval to extend the deadline to make decisions about whether
to assume, assume and assign, or reject leases of nonresidential
real property to November 23, 2001.  The company leases
nonresidential real property in California and Canada and uses
warehouses throughout the United States.


WEIRTON STEEL: CEO Says Contracts Ratification Central in Plan
--------------------------------------------------------------
Weirton Steel Corp. (OTC Bulletin Board: WRTL) President and
Chief Executive Officer John Walker said ratification of three
contracts by Independent Steelworkers Union (ISU) members is
central to the company's restructuring plan.

"I thank the ISU for its vote and congratulate the ISU's
leadership for its work with the company to develop a contract
that is fair to the employees, while also helping the company
through this process. The ratification enables us to finalize
our work with a lending institution, another important piece of
our restructuring plan," Walker said.

"We can now move forward with this plan to help us survive the
steel import crisis as well as other negative factors
contributing to the adverse environment within our industry."

The restructuring plan, designed as a multi-million dollar cost
reduction initiative, contains four components that must be
completed to be successful.

The plan, announced Aug. 24, included a requirement for a new
labor agreement that would permit additional flexibility for the
company and enhance the steel producer's prospects for its long-
term viability.

"With a new contract, we can now finalize our efforts with our
suppliers, address the right-sizing needs of our workforce and
complete the transaction with a lending institution relative to
the restructuring of our current working capital facilities,"
Walker commented.

The four components of the plan include:

    * A new labor agreement with the ISU which permanently
      reduces the hourly and salary non-exempt ranks by 472
      personnel.

    * A permanent cut of 100 management positions including a
      cut in the number of vice president positions.

    * An agreement in principal with certain vendors to provide
      the company with more liquidity.

    * A signed commitment letter from the financial institution.

"The restructuring will certainly help this company. However, it
is still essential that our government effectively deal with
illegal steel trade," Walker noted.


WESTFIELD AMERICA: GMAC Probably Has its Fingers Crossed
--------------------------------------------------------
In July, 2001, the Port Authority of New York & New Jersey
entered into a 99-year, $3.2 billion lease for the landmark
World Trade Center with Silverstein Properties Inc. and
Westfield America Inc. (WEA).  The world watched those 10-
million square feet of rentable office space collapse
a week ago today.  

Silverstein and Westfield are insured, The Wall Street Journal
report, for a bombing of the structure, but not in the event of
an act of war.  Wednesday afternoon, President Bush declared the
attack an act of war, throwing the Availability of insurance
coverage for the loss into question.  This week, insurers
indicate they won't enforce act of war exclusion clauses.

GMAC Commercial Mortgage Corp. helped finance the
Silverstein/Westfield deal with a $560 million lease-hold
mortgage and $200 million stand-by credit facility, a spokesman
for GMAC told Reuters in July.  


WHEELING-PITTSBURGH: Engages GRC to Sell Brook County Properties
----------------------------------------------------------------
Wheeling-Pittsburgh Corp. has filed its Motion to sell
properties located in Brooke County, West Virginia.  In the sale
motion, WPC sought approval for the sale of two groups of
unimproved real property in Brooke County, West Virginia: the
Green's Run Property and the Riverfront Property.  The sale of
the real property was undertaken with the help of a broker,
General Realty Company.

WPC has entered into two separate agreements with GRC covering
the Green's Run property and the Riverfront property prior to
the filing of these bankruptcy cases, which expired in June
2001.  

Thereafter, WPC entered into two new agreements with GRC which
are the subject of this Motion.  However, the signing party to
the Exclusive Listing Agreement was actually WPSC, a related
party, and also a Debtor.  However, the real property is owned
by WPC, and it is WPC who is retaining GRC under these
agreements.

GRC has done some prior real estate broker work with WPC,
including the sale of several other properties in West Virginia,
and has been engaged as a broker on two additional parcels of
real property in West Virginia.  WPC has agreed to pay GRC a
commission of 6% on the closing of the transactions for the sale
of the real property.  

WPC believes that this is a market commission and appropriate
under the circumstances.  On closing of the sales of the Green's
Run and Riverfront properties, WPC proposes to pay GRC a
commission of 6% without further order by Judge Bodoh.

C. A Flouhouse, owner of GRC, avers to Judge Bodoh that GRC is a
"disinterested party", and is qualified to be retained as a
broker for the real property.  He advises that WPC retained GRC
as broker to sell the unimproved real property described as the
Green's Run property and the Riverfront property, and in two
other exclusive listing agreements as well.  

GRC is to receive a 6% commission upon the closing of the real
estate transactions for the sales of each of these properties.

GRC doesn't have any interest materially adverse to the Debtors
on the projects it is working on, Mr. Flouhouse says.  GRC is
not a creditor, equity security holder or insider.  

However, Mr.  Flouhouse personally owns 2000 shares of WHX
stock, which is the only relationship he, or GRC, has with WHX.  
Neither GRC nor Mr. Flouhouse has ever been a director, officer
or employee of the Debtors. (Wheeling-Pittsburgh Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WINSTAR COMMS: Signs-Up Arent Fox As Special Counsel
----------------------------------------------------
Winstar Communications, Inc. asks the Court for permission to
employ Arent Fox Kintner Plotkin & Kahn PLLC as their special
counsel to advise on matters related to Winstar New Media
Company, Inc. and its subsidiaries in these Chapter 11 cases.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP in Wilmington, Delaware discloses that the Debtors seek to
retain Arent Fox as special counsel to New Media and its
subsidiaries due to their attorney's extensive experience and
knowledge in the field of media and property law.  

The retention of Arent Fox will also permit the Debtors to
continue the services of its long-term senior in-house counsel
Jeff Sanders. Mr. Sanders has represented New Media companies as
in house counsel since January 1998 until last month.

Mr. Kosmowski reveals that Mr. Sanders actively handled New
Media Company's most significant transactions, litigations and
business negotiations and supervised every aspect of legal work
at the New Media Companies.  

His responsibilities include managing six in-house attorneys and
various outside counsels in a wide range of disciplines.  Mr.
Kosmowki discloses that New Media Companies are actively engaged
in negotiating and completing transactions and settling claims
that will generate or save revenue for the Debtors' estate in an
amount that may exceed $60 million and Mr. Sanders is materially
involved in these activities.  

Mr. Kosmowski states that New Media Companies can efficiently
secure legal services for these matters on a more cost-effective
basis than they could if they were to retain a counsel who is
unfamiliar with the relevant transactions and the New Media
Companies' operations.

Subject to Court approval, Mr. Kosmowski discloses that
compensation payable to Arent Fox are discounted by 20% and
billed on an hourly basis plus reimbursement of actual,
necessary expenses incurred by the firm.  The following are the
hourly rates for legal services:

     Counsel and Partner                $300-540/hour
     Associate                          $160-320/hour
     Paralegals and Clerks              $60-125/hour

The professional services that Arent Fox will render to the
Debtors include:

a) representation with respect to the sale of Winstar TV &
    Video, Inc., and/or materially all of its material assets as
    well as its affiliated company, Winstar Productions LLC;

b) representation with respect to the sale of Winstar Radio
    Networks, LLC and/or materially all of its material assets
    as well as its affiliated company, Winstar Radio Productions
    LLC;

c) representation with respect to the sale of Winstar
    Interactive Media Sales, Inc. and substantially all of its
    material assets;

d) to provide legal advice with respect to the operations of
    the New Media Companies so long as they continue to be
    operated by the Debtors;

e) representation with respect to certain assets held by the
    Debtors that are related to New Media subsidiary Winstar
    Broadcasting Corporation;

f) to assist the Debtors' primary Bankruptcy Counsel in its
    preparation of necessary applications, motions, answers,
    orders, reports, and other legal papers relating to the New
    Media Companies;

g) representation in the prosecution and defense of certain
    litigation matters, primarily, but not exclusively relating
    to the New Media Companies;

h) to perform all other legal services for the Debtors which
    may be necessary and proper.

Stephanie Wickouski, Esq., a member of Arent Fox Kintner Plotkin
& Kahn certifies that Arent Fox does not hold or represent any
interest adverse to the Debtors herein, or their estates in
matters which Arent Fox is to be engaged in.  

Ms. Wickouski states that Arent Fox conducted a "conflict check"
to determine representations with the Debtors' twenty larges
unsecured creditors, certain other creditors and entities
holding 5% or more of the stock.  

In connection with this conflict check, Arent Fox determined
that it currently represent and may in the future represent
parties-in-interests in matters unrelated to the matters for
which Arent Fox is to be engaged in.

Arent Fox disclosed that current and potential client who are
also parties-in-interest in these cases are: Fleet National
Bank, Computer Associated International, Inc., Dun & Bradstreet,
Netscape Communications Corporation, Qwest Communications,
Siemens Automotive Corporation, Siemens Westinghouse
Corporation, America Online, Inc., AT&T Canada, Cable &
Wireless, Level 3 Real Estate, Etensity Inc., Time Warner
Communications, Wackenhut Corp., Washington Group Romania,
Amtrak, France Telecom, Morgan Stanley & Co., Teleglobe
International Corp., Verizon Communications and Central Pacific
Bank.

In addition, Arent Fox has formerly represented some parties-in-
interest such as: Allstate Life Insurance Company, Bank of
Montreal, Morgan Guaranty Trust Company of New York, Bank of New
York, Royal Bank of Canada, Computer Data Systems, Inc., Compass
Group, Deloitte & Touche, Innova Group, Net2000 Group
Incorporated, Information Systems Engineering, PTI Environmental
Services, Rockwell International, Microsoft Corporation,
Motorola Nortel Finance Corp., Nortel Federal Systems, Advantis,
Sun Microsystems, Inc., Carter & Burgess Inc., CDA Investment
Technologies, BTI Netcomm, Inc., Cisco Systems, Inc., Frontier,
International Business Machines, ICG Satellite Services, Level 3
Communications, List Technology Systems, Planning Research
Corp., Oracle Corp., MCI, Manpower, Zee Medical Products, World
Access, Washington Group, Washington Group International, Inc.,
Vertex Technologies, Inc., ARC International Corp., Alcatel
Submarine Networks, Advanced Micro Devices, Inc., Acuity
Technology Services, LLC, Andersen Consulting, Arthur Andersen &
Co., ITC Deltacom, Merill Lynch, Grant Thornton, Toronto
Dominion Bank.

Ms. Wickouski discloses that the Debtors incurred approximately
$10,000 in fees for the period June to July but has yet to be
paid. (Winstar Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


* All Manhattan Bankruptcy Deadlines Extended through Sept. 26
--------------------------------------------------------------
                 UNITED STATES BANKRUPTCY COURT
                 SOUTHERN DISTRICT OF NEW YORK

   -------------------------------x
                                  x                                      
   Re: Official Emergency Order   x     Order M-258
                                  x
   -------------------------------x

          IT IS HEREBY ORDERED that due to the cataclysmic event
in New York City on September 11, 2001, the Manhattan Division
of this court will be officially closed through and including,
Tuesday, September 11, 2001 through Tuesday, September 18, 2001.

          IT IS FURTHER ORDERED that deadlines that fell or will
fall between the period Tuesday, September 11, 2002 through
Tuesday, September 25, 2001 are herein extended until the close
of business, Wednesday, September 26, 2001.

   Dated: New York, New York
          September 17, 2001
                                    /s/ Arthur J. Gonzalez
                                    --------------------------
                                    For the Board of Judges


                          *********

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