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         T R O U B L E D   C O M P A N Y   R E P O R T E R

                Monday, March 12, 2001, Vol. 5, No. 49

                            Headlines

AURORA FOODS: Reports Improved Q4 2000 Financial Results
AUTOWEB.COM: Hires Credit Suisse to Explore Strategic Options
AUTOWEB.COM: Nasdaq Looks to Delist Shares
BRIDGE INFORMATION: Taps PwC for Financial Advisory Services
BROCKER: Discloses Accounting Irregularities In Australian Unit

CRIIMI MAE: Completes Conversions of Series G Preferred Stock
eTOYS INC.: Consolidated List Of 30 Largest Unsecured Creditors
FASTPOINT: Court Okays Sale & Transfer of DSL Customers to Covad
FREMONT GENERAL: Posts Quarterly Net Loss
FRIEDE GOLDMAN: Moody's Cuts Subordinated Notes To Caa3 From Caa1

FRUIT OF THE LOOM: Seeks Court's Nod To Sell Stake In Telesoft
GOLF LLC: Omaha Golf Course Operator Seeks Bankruptcy Protection
GOLF LLC: Chapter 11 Case Summary
GS INDUSTRIES: Obtains $100 Million DIP Loan From CIT Group
GUESS? INC.: Working with Lenders to Revise Financial Covenants

HARNISCHFEGER INDUSTRIES: Settles Disputes With Omega Papier
HEILIG-MEYERS: S&P Puts CCC Rating on Master Trust Class B Paper
HYUNDAI SEMICONDUCTOR: Moody's Cuts Senior Notes Rating To B3
IMAGINON INC: Common Stock Knocked Off Nasdaq, Now Trading OTC
INTEGRATED HEALTH: Harp Strite Seeks Relief From Automatic Stay

INTEGRATED SECURITY: Continuing Losses Raise Going Concern Doubts
IRIDIUM LLC: Court Gives Creditors the Go Ahead to Sue Motorola
J.C. PENNEY: Raising $1.3 Billion in Cash from AEGON Sale Pact
LERNOUT & HAUSPIE: Asks To Extend Removal Period To November 26
LOEWEN GROUP: Swanson & Son Seeks to Assume Michigan Lease

LTV CORP.: Obtains Open-Ended Sec. 365(d)(4) Extension for Leases
MASTERS INSTITUTE: Trying to Stave Off Bankruptcy
ML CBO: Moody's Junks Supposedly-Secured Senior Notes
MYTURN.COM: Files Chapter 11 Petition in N.D. California
ORBCOMM GLOBAL: Selling Assets To Advanced Communications

OUTBOARD MARINE: Brunswick Acquires Princecraft Boats
RAYTECH CORP.: Hearing Tomorrow on Order in Aid of Consummation
RAYTHEON CO.: Ratings Now Under Review for Possible Downgrade
RAYTHEON: On Hook for $450MM if Washington Group Files Bankruptcy
RELIANT BUILDING: Confirmation Hearing Continued to March 14

SERVICE MERCHANDISE: Court Okays Exclusivity Extension into 2002
SPECIAL METALS: Says It May Default On Certain Covenants
STERLING CHEMICALS: Withdraws From Commodity Textile Business
SUPERIOR BANK: Standard & Poor's Places Ranking on CreditWatch
TRANS WORLD: Ichan Outlines Stand-Alone Plan of Reorganization

TRANS WORLD: Judge Walsh Tells Ichan His Bid is Laughable
TRANS WORLD: American Responds to Inquiries On Servicing Tel Aviv
UNITED ARTISTS: Emerges from Chapter 11
WASHINGTON GROUP: Files Fraud Suit Against Raytheon Co.
WEIRTON STEEL: Reorganizes Management Staff To Reduce Costs

BOND PRICING: For the week of March 12-16, 2001

                            *********

AURORA FOODS: Reports Improved Q4 2000 Financial Results
--------------------------------------------------------
Aurora Foods Inc. (NYSE: AOR) reports that its financial and
operating performance continued to improve significantly in the
fourth quarter that ended December 31, 2000, with strong volume
growth and major efficiency improvements driving the turnaround.
For the fourth quarter of 2000, adjusted EBITDA, or earnings
before interest, taxes, depreciation and amortization, increased
81% to $47.6 million from the same pro-forma year-ago period.

These amounts exclude special charges and treat the acquisitions
of Lender's(R) and Chef's Choice(R) and the accounting change
adopted in the second quarter of 2000, as if they all took place
at the beginning of 1999.

Net sales for the fourth quarter of 2000 rose to $275.7 million,
a 2.1% increase from the same year-ago period on a pro-forma
basis. In addition, primarily because of special pre-tax charges
of $7.3 million, the company incurred a loss of $5.4 million, as
expected, compared with a loss of $5.0 million in the fourth
quarter of 1999. These charges primarily reflect expenses
associated with the accounting restatements announced by Aurora
in the first quarter of 2000. There was no such charge in the
year-ago fourth quarter. With the fourth-quarter charge, the
company believes it has fully reflected the costs associated with
its earnings restatements and does not anticipate additional
special charges in 200l.

The company's adjusted EBITDA for the third and fourth quarters
of 2000 was up 30.3% from the pro-forma year ago period,
representing a major turnaround from the adjusted pro-forma
EBITDA decline of 24.8% in the first six months of the year. The
company's adjusted EBITDA margin, which reflects a percent of net
sales, for the last six months of 2000 was 18.2%, compared with
the pro-forma margin of 13.6% in the same year-ago period and a
12.3% margin in the first six months of 2000.

"The significant improvements in our fourth-quarter and second-
half results in 2000 reflect the business momentum created by our
emphasis on brand-equity building and the elimination of
unnecessary costs," said Jim Smith, President and Chief Executive
Officer of Aurora Foods. "The unit sales growth versus year ago
is another indication of the resurgence underway at Aurora, and
the continued growth we should expect from our brands when
properly supported."

Unit volume overall was up 3.3% in the fourth quarter of 2000
versus pro-forma year ago, with unit increases in all businesses
except Seafood, Celeste(R) and Country Kitchen, where year-over-
year comparisons are difficult to make because of heavy end-of-
year loading in 1999. Total marketing spending in the quarter
declined almost 24% per case, yet remained at very strong levels
in the absolute.

"The Company's new strategy of focusing on building topline sales
through re-energized marketing and new products is beginning to
have an impact on the business," added Mr. Smith. "The company is
well positioned for growth. We expect to continue to grow our
brands behind a strong flow of product news, new advertising and
marketing programs, improved execution and even better attention
to costs. At this time, we are forecasting continued strong
EBITDA growth in the 15% to 18% range for 2001.

"The new year has certainly gotten off to a strong, fresh start.
The issues relating to the restatements have been resolved, and
the company has increased its advertising behind its Seafood and
Lender's(R) brands during the first quarter of our new year. The
entire company is approaching 2001 with great excitement and a
renewed belief in the power of our brands and our ability to grow
them. The management team is now focused single-mindedly on
initiating and executing the programs that will accelerate
Aurora's growth and bring enhanced value to our shareholders,
customers and employees."

For the year, adjusted EBITDA for 2000 grew 0.7% from pro-forma
year ago, to $152.7 million despite significant retail deloading
that reduced both revenues and earnings significantly. The full-
year net loss was $68.3 million, primarily reflecting an after-
tax charge of $12.2 million for the early adoption of EITF 00-14
(Accounting for Certain Sales Incentives) and special pre-tax
charges of $57.3 million.


AUTOWEB.COM: Hires Credit Suisse to Explore Strategic Options
-------------------------------------------------------------
Autoweb.com (Nasdaq: AWEB) says its management is exploring
strategic options to maximize shareholder value and has retained
Credit Suisse First Boston as its financial advisor.

At Septemeber 30, 2000, Autoweb's balance sheet showed $78
million in assets and $10 million in liabilities. Liquidity was
more than adequate with $31 million in cash to pay $9.7 million
of debt coming due within the next year. The company posts losses
of roughly  $10 million a quarter. In its March 1999 IPO, the
Company raised $71.5 million. In the first nine months of 2000,
Autoweb raised an additional $30 million through the issuance of
common stock to Lycos and CarsDirect.

Autoweb.com is a leading automotive Internet service, guiding
users through every stage of vehicle ownership. Through its
direct and referral commerce channels, Autoweb.com offers
consumers a variety of ways to purchase new and used vehicles in
conjunction with vehicle manufacturers, local Member Dealers and
other commerce partners. The Company's Web site also provides
consumers with a wide range of automotive-related products to
support the complete lifecycle of the vehicle, including finance,
insurance and maintenance. Autoweb.com features comprehensive,
unbiased research from its Automotive Information Center (AIC)
division.

Autoweb also continues to set the standard in the business-to-
business marketplace by providing Web sites with the most
advanced technology to view automotive information, and the most
accurate and reliable automotive data and content. Currently,
major automobile manufacturers, including DaimlerChrysler, Ford,
General Motors, Honda and Toyota, use Autoweb's automotive data
to power their sites. Some of the major consumer portals also use
Autoweb's content and technology, including AOL, Yahoo, Lycos,
MSN and Carpoint. AutoSuite is highly configurable for any
individual AIC customer, as the interface can match any look and
feel, while vehicles (both target and competitor) and specific
features can be limited to any selection desired. For more
information, please visit http://www.autoweb.comand
http://www.autosite.com.


AUTOWEB.COM: Nasdaq Looks to Delist Shares
------------------------------------------
Autoweb.com (Nasdaq: AWEB) disclosed that it received a Nasdaq
Staff Determination on March 1, 2001, indicating that the Company
has failed to comply with the minimum bid price requirement for
continued listing, and is subject to delisting from the Nasdaq
National Market. The Company has filed a request for a hearing
before the Nasdaq Qualifications Panel to review the staff
determination. The Company's stock will continue to be traded on
the Nasdaq National Market pending the final decision by the
Panel. The hearing date will be determined by Nasdaq and should
occur no later than 45 calendar days from the date of this press
release.

At this time, the Company says, it is in compliance with all of
Nasdaq's continued listing requirements except for the minimum
bid price requirement. There can be no assurance, however, that
the Panel will decide to allow the Company to remain listed or
that the Company's actions will prevent the delisting of its
common stock. The Company will not be notified until the Panel
makes a formal decision. Until then, the Company's shares will
continue to trade on the Nasdaq National Market. In the event the
Company's shares are delisted from the Nasdaq National Market, it
will attempt to have its common stock traded on the NASD OTC
Bulletin Board.


BRIDGE INFORMATION: Taps PwC for Financial Advisory Services
------------------------------------------------------------
For management consulting, financial advisory and investment
banking services in the course of their chapter 11 cases, Bridge
Information Systems, Inc. turns to PricewaterhouseCoopers LLP and
PricewaterhouseCoopers Securities LLC. For this matter, the
Debtors seek to employ and retain PwC and PwCS pursuant to 11
U.S.C. Sec. 327(a).

In October of 2000, David Roscoe, President of Bridge Information
Systems, Inc., related to the Court, Bridge hired PwC's Business
Recovery Services group to give advice and assistance regarding
its business operations. The scope of these services included:

      (1) Coordination and dissemination of requests from the
Banks and their advisors;

      (2) Coordination with related cash flow management and
working capital initiatives;

      (3) Reviewing the Company's debt structure and presented
management with insight into available alternatives;

      (4) Assisting the Company in working with the banks to
restructure the loan agreements;

      (5) Assisting the Company in analyzing the income tax
consequences of various potential restructuring alternatives;

      (6) Reviewing and analyzing proposed waivers and amendments
to the existing loan agreements, including levels of loan
covenants;

      (7) Providing independent and objective advice to the
Company related to prospective restructuring alternatives;

      (8) Working with key Company financial resources to
determine true product/service profitability;

      (9) Assisting the Company in gathering and analyzing
competitor product service pricing benchmarks to serve as the
foundation for a revised pricing strategy; and

     (10) Assisting the Company in identifying operational issues
and in achieving desired savings/results to enhance
profitability.

Since that time, Mr. Roscoe said, PwC has developed knowledge
regarding the Debtors' operations, finance and systems. Bridge
wants to continue the PwC engagement. Under the terms of a
Retention Letter dated February 14, 2001, PwC agreed to:

      (a) provide such consulting and advisory services as PwC and
the Debtors shall deem appropriate and most efficient to advise
the Debtors in the course of these chapter 11 cases, including
but not limited to such general business consulting or such other
assistance as Debtors' management or counsel may deem necessary
that are not duplicative of services provided by other
professionals in this proceeding;

      (b) Assist the Debtor in the preparation of financial
related disclosures required by the Court, including the
Schedules of Assets and Liabilities, the Statement of Financial
Affairs and Monthly Operating Reports;

      (c) Work with counsel for the Debtors, the Unsecured
Creditors' Committee and other Creditor groups;

      (d) Assist the Debtors with the formation and negotiation of
a Plan of Reorganization;

      (e) Assist the Debtors with information and analyses
required pursuant to the Debtors' DIP Financing including, but
not limited to, preparation for hearings regarding the use of
cash collateral and DIP financing;

      (f) Assist in the preparation of information and analysis
necessary for the confirmation of a Plan of Reorganization in
this chapter 11 case;

      (g) Assist the Debtors in the preparation of valuation and
liquidation analyses in connection with the preparation of a Plan
of Reorganization;

      (h) Assist in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which Court
approval is sought;

      (i) Assist in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;

      (j) perform and analysis of creditor claims by type, entity
and individual claim, including assistance with development of a
database to track such claims;

      (k) Attend meetings and assist in negotiations with
potential investors, banks and other secured lenders, the
creditors' committee appointed in this chapter 11 case, the U.S.
Trustee, other parties in interest and professionals hired by the
same, as requested;

      (1) Assist with the identification and implementation of
procedures to preserve cash on hand and increase operating cash
flow;

      (m) Assist company personnel with communication and
negotiation, at the Company's request and under the Company's
guidance, with lenders, creditors and other parties-in-interest;

      (n) Assist in developing accounting procedures to segregate
pre-petition and post-petition business transactions;

      (o) Assist in the valuation of the present level of
operations and identification of areas of potential cost savings,
including overhead and operating expense reductions and
efficiency improvements;

      (p) Assist with the identification of executory contracts
and leases and performance of cost/benefit evaluations with
respect to the affirmation or rejection of each;

      (q) Assist and advise the Debtors with respect to the
identification of core business assets and the disposition of
assets or liquidation of unprofitable stores or operations;

      (r) Assist and advise the Debtors' with respect to tax
consulting and tax compliance matters, including the preparation
of the federal, state and franchise tax returns;

      (s) Assist with finalizing the Debtors' consolidated income
tax provision for the year 2000;

      (t) Assist with the preparation of pro forma historical
financial statements and tax basis calculations related to the
divestiture of various subsidiaries;

      (u) Compute the Debtors' consolidated Sec. 382 limitation
and COD income;

      (v) Assist with tax strategies to optimize the potential
disposition of subsidiaries, optimizing the 2001 tax position,
and maximizing tax outcomes of other business decisions;

      (w) Assist with developing a tax structure to limit taxable
income from cash received from the potential divestiture of
eBridge; and

      (x) Provide testimony on various matters, as requested; and

      (y) At the request of the Debtors, provide additional
financial advisory services deemed appropriate and necessary to
the benefit of the Debtors' estates.

From October 9, 2000 through the Petition Date, the Debtors paid
PwC's Business Recovery Services group $3,097,758. In addition,
PwC received a $225,000 retainer from the Debtors. Professionals
from PwC's Tax and Legal Services group currently provide the
Debtors' with assistance with various income and property tax
related issues. PwC's Tax and Legal Services group has served as
the Debtors' tax advisors for approximately five years. According
to PwC's books and records, in the one year prior to the filing
date, the Debtors paid PwC's Tax and Legal Services group
$1,469,696 for professional services and related expenses. For
postpetition services, PwC will bill at its customary hourly
rates for bankruptcy services:

      Partners & Directors                    $450 to $595
      Managers                                $300 to $450
      Senior Associates & Associates          $150 to $295
      Paraprofessionals                        $75 to $140

Francis X. Buckman, a PwC Principal in New York, assured the
Court that partners, directors, managers, and associates of PwC
do not have any connection with, the Debtors, their creditors,
equity security holders or any other parties in interest in any
matters relating to the Debtors or their estates. Mr. Buckman
made it clear that, because PwC is one of the Big Five global
accounting firms, PwC currently provides financial services to
many of the Debtors' creditors and equity holders and other
parties in interest (including logical purchasers):

* Bridge Secured Creditors or their affiliates -- Goldman
   Sachs & Company, Aeries Finance, AIMCO CDO-SR 2000-A, Allstate
   Insurance Company, AMARA-2 Finance Ltd., Archimedes Funding,
   Bank of Hawaii, Bank of Nova Scotia, Barclays Bank, Bear,
   Stearns & Co. Inc., Bedford CDC, Limited, Captiva Finance Ltd.,
   Ceres Finance Ltd., Chase Securities Inc., Columbus Loan
   Funding, Crescent/Mach I, Cypress Tree Investments, Debt
   Strategies Fund, Inc., Delano Company, First Dominion, Fleet
   Bank, NA, Floating Rate Portfolio, Franklin Floating Rate
   Trust, Galaxy CLO 1999-1, Limited, Hatch CLO I Limited, Harris
   Trust & Savings Bank, Highland Capital Management, Jackson
   National Life, Key Corporate Capital, Keyport Life Insurance
   Co., KZH, Longhorn CDO (Cayman) Limited, Merrill Lynch & Co.,
   Mercantile Bank (now known as Firstar Bank, Morgan Stanley Dean
   Witter Prime Income Trust, Mountain Capital CLO 1, Limited, New
   York Life Insurance, North America Senior Floating Rate,
   OakTree Capital Management, Oasis Collateralized, Orix USA,
   Osprey Investment Portfolio, Pilgrim America High Income
   Investments, Ltd. (Pilgrim Fund), Royalton Company, Senior Debt
   Portfolio, Senior High Income, Sequils, SRF Trading, Inc., SRV-
   Highland, Inc., Stanfield CLO, Stein Roe, Sterling Asset
   Management, Strata Funding Limited, Tyler Trading, Inc.,
   Travelers Insurance Company, and Van Kampen Funds.

* Bridge Lessors or their affiliates -- GE Capital, Conway
   MacKenzie & Dunleavy, First Bank (Missouri), Highland Capital
   Management, L.P., Heller Financial Group, Ober Kaler, Pilgrim
   America Group, and Transamerica.

* Bridge Unsecured Creditors or their affiliates -- Dow
   Jones & Company, Reuters, Cantor Fitzgerald & Co. / Market Data
   Corp., Savvis Communications Corp., MOCA/Merisel Americas,
   NASDAQ, Inc., Deloitte & Touche LLP, Thomson Corporation,
   Chicago Board Of Trade, Intercapital/Garban Info. Systems,
   Interactive Data Corp., New York Mercantile Exchange, London
   Stock Exchange,Avnet Computers, Chicago Mercantile Exchange,
   McCarthy Crisanti & Maffei, Inc., Disclosure Inc., Gulfcoast
   Workstations, New York Board Of Trade, Securities Info. Corp.,
   MS (Money Market Services) International, Tullet Financial
   Information, Omega Research, Exshare Financial Ltd., LIFFE, and
   German Stock Exchange.

* Bridge Shareholders or their affiliates -- Welsh, Carson,
   Anderson & Stowe (WCAS), Automatic Data Processing, Inc.,
   General Motors Pension Fund, Dow Jones & Company, State Street
   Bank, Goldman Sachs & Company, CalSTERS (Pathway), Clipper
   Group, Lehman Brothers, Morgan Stanley Dean Witter & Company,
   Chancellor Capital, Citibank, J.P. Morgan, Liberty Brokerage,
   Salomon Smith Barney, Credit Suisse First Boston, Don Marshall
   and Abbott Capital.

* Other Professionals Involved in Bridge's Restructuring --
   Bryan Cave; Cleary, Gottlieb, Steen & Hamilton; Davis Polk &
   Wardwell; Reboul, MacMurray, Hewitt, Maynard & Kristol; and
   Skadden, Arps, Slate, Meagher & Flom LLP.

All of those engagements and relationships, Mr. Buckman stressed,
are in matters wholly unrelated to Bridge's chapter 11
proceedings. Moreover, PwC has fully informed the Debtors of its
relationship with such entities, and the Debtors have consented
to the PwC's continued representation of these entities in
matters unrelated to these proceedings. Mr. Buckman is convinced
that PwC does not hold or represent any interest adverse to the
Debtors or their estates, PwC is a "disinterested person" as that
phrase is defined in 11 U.S.C. Sec. 101(14), as modified by 11
U.S.C. Sec. 1107(b).

As indicated, Bridge is also applying to retain
PricewaterhouseCoopers Securities LLC, a wholly owned subsidiary
of PwC, to provide investment banking related services. Neither
the Retention Letter nor Mr. Buckman's Declaration speak to the
terms of PwCS' engagement.

Bridge and PwC agree, subject to Court approval that:

      (1) any controversy or claim with respect to, in connection
with, arising out of, or in any way related to this Application
or the services provided by PwC to the Debtors as outlined in
this Application, including any matter involving a successor in
interest or agent of any of the Debtors or of PwC, shall be
brought in the Bankruptcy Court or the District Court for the
Eastern District of Missouri if such District Court withdraws the
reference;

      (2) PwC and the Debtors and any and all successors and
assigns thereof, consent to the jurisdiction and venue of such
court as the sole and exclusive forum (unless such court does not
have or retain jurisdiction over such claims or controversies)
for the resolution of such claims, causes of actions or lawsuits;

      (3) PwC and the Debtors, and any and all successors and
assigns thereof, waive trial by jury, such waiver being informed
and freely made;

      (4) if the Bankruptcy Court or the District Court does not
have or retain jurisdiction over the foregoing claims and
controversies, PwC and the Debtors, and any and all successors
and assigns thereof, will submit first to non-binding mediation;
and, if mediation is not successful, then to binding arbitration;
and

      (5) judgment on any arbitration award may be entered in any
court having proper jurisdiction.

By this Application, the Debtors also seek Judge McDonald's
approval of this Dispute Resolution Agreement. (Bridge Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


BROCKER: Discloses Accounting Irregularities In Australian Unit
---------------------------------------------------------------
Brocker Technology Group Ltd. (NASDAQ:BTGL, TSE:BKI) announced
that it has completed its determination of the impact on its
accounts of the accounting issues identified in its Australian
distribution subsidiary, as announced in Brocker's press release
dated February 23, 2001.

The accounting irregularities consisted primarily of false
invoices and improper capitalization of expenditures. Confined to
Brocker's Australian distribution business, the irregularities
affect only the current fiscal year and are of less impact than
initially expected.

The combined revenue for Brocker's first and second quarters (six
months ended September 30, 2000), originally reported as CDN$55.0
million, was over-stated by CDN$2.0 million. The net loss before
income tax provision for these two combined quarters, reported as
CDN$1.2 million, was under-stated by CDN$214,000(1).

Although first quarter revenues (reported as $28.5 million) were
not affected by false invoices, false invoicing did affect
revenues for the second quarter (reported as $26.5 million),
which were overstated by $2.0 million. First quarter net loss
before tax (reported as $920,000) was under-stated by $69,000,
due to under-stated (i.e. capitalized) expenditures.

The second quarter net loss before tax (reported as $296,000) was
under-stated by $145,000, due to a combination of false invoicing
($76,500) and under-stated expenditures ($68,500). Brocker
anticipates the announcement of the overdue third quarter results
(ended December 31, 2000) by March 15, 2001.

Allowing for the above adjustments, management confirms that the
Company's shareholder equity remains in excess of $21.0 million.
The accounting irregularities in Australia were originally
discovered by management through the Company's own internal
control processes. Brocker immediately volunteered the details to
both Nasdaq and the Toronto Stock Exchange, and invited
PricewaterhouseCoopers to report upon the Company's corporate
governance procedures and financial position, for bank security
purposes.

The Australian distribution business will be wound down, while
the Professional Services and Datec operations in Australia
(which are under separate management in separate companies) will
continue. As part of cost cutting, Brocker's staff will be
reduced from a high last year of about 250 to about 90 positions.
This will reduce Brocker's staffing costs by about $6.8 million
per year.

After the restructuring is completed, Brocker will comprise four
business units: Vendor Services (distribution of wireless
products), Online Telecommunications (telco service provision);
Professional Services (e-commerce consulting and solutions); and
Datec (technology provider).

Brocker anticipates additional adjustments and write-downs,
reflecting the discontinued operations of the Australian
distribution subsidiary as well as the restructuring of the rest
of the Company.

These are estimated to be $3.8 million in relation to the closure
of the Australian distribution subsidiary, and up to $4.5 million
in goodwill and deferred development costs that Brocker
anticipates may be written off before year-end (March 31, 2001).

                  About Brocker Technology Group

Brocker Technology Group Ltd. (http://www.brockergroup.com)is a
communications company focused on improving information flows by
delivering innovation and market leadership in telecommunication
services, e-commerce strategies and information management
technologies. Brocker subsidiary, Datec also provides a broad
range of IT and communications solutions to companies across the
South Pacific.


CRIIMI MAE: Completes Conversions of Series G Preferred Stock
-------------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) announced the conversion of 2,496,535
shares of Series G Dividend Preferred Stock into common stock
during the 10-trading-day conversion period from February 21
through March 6, 2001. The conversions resulted in the issuance
of 32,547,041 shares of the Company's common stock. A total of
1,244,656 issued and outstanding shares of Series G Dividend
Preferred Stock were not converted during the 10-trading-day
period, and these shares are no longer convertible into common
stock.

CRIIMI MAE had originally issued a total of 3,741,191 shares of
Series G Dividend Preferred Stock on November 13, 2000 for the
purpose of distributing approximately $37.5 million in
undistributed 1999 taxable income.

Additionally, the holder of CRIIMI MAE's $100 liquidation value
Series E Cumulative Convertible Preferred Stock converted a total
of 20,000 shares of Series E Preferred Stock into 2,758,751
common shares during January and February 2001. The holder may
convert its remaining 183,000 shares of Series E Preferred Stock
into common stock in accordance with the terms and conditions of
the Articles Supplementary related to the Series E Preferred
Stock and the Company's plan of reorganization. For a more
complete discussion of the relative rights and preferences of the
Series E Preferred Stock, reference is made to the Articles
Supplementary related to the Series E Preferred Stock, as
amended, and the Company's plan of reorganization previously
filed as exhibits to Current Reports on Form 8-K with the
Securities and Exchange Commission on April 10, September 14 and
December 28, 2000.

As a result of the conversions of Series E Preferred Stock in
January and February and Series G Dividend Preferred Stock in
February and March, there are 97,660,962 shares of CRIIMI MAE
Inc. common stock issued and outstanding as of March 8, 2001.


eTOYS INC.: Consolidated List Of 30 Largest Unsecured Creditors
---------------------------------------------------------------

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
US Bank Trust National        Indenture Trustee   $150,000,000
Association                   for Subordinated
Indenture Trustee On Behalf   Notes
Of Senior Subordinated
Noteholders
c/o Richard H. Prokosch, Asst V.P.
180 East Fifth Street, Suite 200
St. Paul, MN 55101
(615)244-0721

Fisher Price                  Trade Payable         $4,247,613
333 Continental Bl.
El, Segundo, CA 90245-5012
Lee Castillo
T: 310-252-2845
F: 310-252-4488

Mattel                        Trade Payable         $3,883,176
333 Continental BL
El, Segundo, CA 90245-5012
Lee Castillo
T: 310-252-2845
F: 310-252-4488

Lego Systems, Inc.            Trade Payable         $2,800,233
555 Taylor Rd.
Enfield, CT 08082
c/o Accounts Payable
T: 860-763-4011
F: 860-763-8522

RR Donnelley & Sons Co        Trade Payable         $2,546,346
77 West Wacker Dr.
Chicago, IL 80801-1696
Larry Durant
T: 312-326-8609
F: 312-326-8344

StaffMark                     Trade Payable         $2,462,833
1636 Ebenezer Rd.
Rock Hill, SC 29732
c/o Accounting Dept.
803-324-2424

R2/ET Media, LLC              Trade Payable         $2,462,297
12400 Wilshire Blvd. Suite 370
Los Angeles, CA 90025
c/o Billing Department
T: 310-571-1823

Remedy                        Trade Payable         $1,860,168
101 Enterprise
Aliso Viejo, CA 92656
c/o Billing Dept.
T: 949-425-9600

EMC Corporation               Trade Payable         $1,666,630
35 Parkwood Dr.
Hopkinton, MA 01748
c/o Accounts Payable
T: 508-435-1000

UPS                           Trade Payable         $1,535,988
55 Glenlake Pkwy NE
Atlanta, GA 30328
c/o Accounts Payable
T: 404-828-6000

APAC Teleservices, Inc.       Trade Payable         $1,445,333
7550 Collections Center Dr.
Chicago, IL 60693
c/o Accounts Payable
T: 847-945-0055

Hasbro, Inc.                  Trade Payable         $1,295,444
1027 Newport Ave.
Pawtucket, RI 02861
Judy Smith
T: 401-431-8105
F: 401-431-8586

Computer Associates           Trade Payable         $1,283,982
International Inc.
One Computer Associates Plaza
Islandia, NY 11788-7002
c/o Billing Dept.
T: 631-342-5224

Swinerton & Walberg Co.       Trade Payable         $1,212,001
865 S. Figueroa St., Suite 3000
Los Angeles, CA 90017
c/o Accounts Payable
T: 213-896-3400

Rayovac Corp.                 Trade Payable         $1,199,994
7040 Collections Center Dr
Chicago, IL 60693
c/o Accounts Payable
T: 608-275-4551

Sega Of America               Trade Payable         $1,146,920
650 Townsend St.#650
San Francisco, CA 94103-4808
c/o Accounts Payable
T: 800-333-5192
F: 415-701-6025

Stream International          Trade Payable         $1,033,380
Services Corp.
85 Dan Road
Canton, MA 02021
c/o Billing Dept.
T: 781-575-6800
F: 781-575-6988

Kilroy Realty, L.P.           Trade Payable           $945,676
2250 East Imperial Hwy
Suite 1200
El Segundo, CA 90245
c/o Billing Dept.
T: 310-563-5500

Fisher Price Brands           Trade Payable           $944,974
675 Avenue Of the Americas
New York, NY 10010
c/o Accounts Payable
T: 212-620-8358

Learning Curve                Trade Payable           $908,454
314 W Superior St. 6th Fl
Chicago, IL 60610
c/o Accounting Dept.
T: 847-860-2477
F: 312-470-9500

Electronic Arts               Trade Payable           $851,198
209 Redwood Shores Pkwy
Redwood City, CA 94065-1175
c/o Billing Dept.
T: 650-628-1500

Sony Computer Entertainment   Trade Payable           $780,990
FID #52-2008192 GST #869280594
919 East Hillside Bl 2nd Fl
Foster City, CA 94404
c/o Accounts Payable
T: 650-655-8000
F: 650-655-5623

Oracle Corporation            Trade Payable           $768,051
1001 Sunset Blvd.
Rocklin, CA 95765
c/o Accounts Payable
T: 916-315-4018
F: 509-351-4955

Kid Board Gear Interactive    Trade Payable           $677,847
10250 Valley View Road #137
Eden Prairie, MN 55344
c/o Accounts Payable
F: 612-656-6057

Hasbro Interactive Inc.       Trade Payable           $665,180
Customer 203028
1027 Newport Ave.
Pawtucket, RI 02861
Judy Smith
T: 401-725-8697
F: 401-431-8586

Publicis & Hal Riney          Trade Payable           $640,167
2001 The Embarcadero
San Francisco, CA 94133
c/o Accounting Dept.
T: 415-293-2001

OSI Consulting Inc.           Trade Payable           $579,287
5980 Canoga Ave. #300
Woodland Hills, CA 91367
c/o Accounts Payable
T: 818-992-2792

Havas Interactive             Trade Payable           $577,238
19840 Pioneer Ave.
Torrance, CA 90503
c/o Accounts Payable
T: 310-793-4307

Global Center                 Trade Payable           $495,282
141 Caspian Court
Sunnyvale, CA 94089
c/o Accounts Payable
T: 408-542-4700

The Learning Company          Trade Payable           $480,975
500 Redwood BL
Novato, CA 94941
c/o Billing Dept.
T: 415-382-4400


FASTPOINT: Court Okays Sale & Transfer of DSL Customers to Covad
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California granted Covad Communications' request for Fastpoint
Communications Inc. to transition its approximately 2,800 DSL
customer accounts to one of Covad's approved Internet Service
Providers (ISPs) or Covad.net by the end of March 2001.

Fastpoint is a debtor in a chapter 11 bankruptcy proceeding that
was initiated on Dec. 5, 2000.

Although Fastpoint opposed Covad's request and asked the
Bankruptcy Court for more time to complete a sale or merger,
Fastpoint has committed to work with Covad to transition the DSL
service in a way that minimizes inconvenience to customers. Under
the terms of its settlement with Covad, Fastpoint will continue
to service its DSL customer accounts while they are transitioned
to a new ISP through the Covad Safety Net program. The Covad
Safety Net program was established to help customers of
financially distressed ISPs maintain their Covad DSL connections.

Provided the affected customers have paid Fastpoint for services
through the end of March 2001, they will be allowed to transition
their lines without risk of having their service disconnected.
Additional terms of the settlement provide that Fastpoint will
receive a combination of cash and debt forgiveness in exchange
for its customers and that the two companies will sign a mutual
release of other claims.


FREMONT GENERAL: Posts Quarterly Net Loss
-----------------------------------------
Fremont General Corporation (NYSE: FMT) reported a net loss of
$258,659,000 for the fourth quarter of 2000. This was comprised
of a net loss from continuing operations of $264,168,000 and an
after tax gain on the extinguishment of debt of $5,509,000. The
net loss from continuing operations is primarily due to
previously announced charges that resulted from a restructuring
of the Company's property and casualty insurance operations.

These charges are predominantly non-cash items and are detailed
in the following property and casualty insurance operations
discussion. On a per share basis, the Company reports a basic and
diluted loss per share of $4.03 for the quarter ended December
31, 2000.

For the year ended December 31, 2000, the Company reported a net
loss of $506,312,000, comprised of a net loss from continuing
operations of $518,730,000 and an after tax gain on the
extinguishment of debt of $12,418,000. On a per share basis, the
Company reports a basic and diluted loss per share of $8.02 for
the year ended December 31, 2000. The Company's stockholders'
equity per share was $3.46 at December 31, 2000.

During the three and twelve month periods ended December 31,
2000, the Company extinguished, respectively, $28.9 million and
$48.2 million, at par value, of its senior notes outstanding.
During the same twelve-month period, the Company extinguished a
total of $2.3 million, at maturity value, of its Liquid Yield
Option Notes outstanding.

In December, Fremont announced that the Company's workers'
compensation insurance operations would be closing 16 of its 24
production and claim servicing offices.  Details about that cost-
cutting measure appeared in the December 18 edition of the
Troubled Company Reporter.   As reported in the November 24,
2000, edition of the Troubled Company Reporter, Moody's assigned
its lowest-B rating to Fremont's senior debt obligations.  Fitch
weighed-in with a CCC rating on the senior debt, as related in
the December 5, 2000 edition of the TCR.  A.M. Best has rated the
insurer at an E and S&P has taken a dim view of Fremont's
financial strength.

                   Financial Services Operations

The Company's financial services operations, represented
primarily by the Company's FDIC-insured industrial bank, Fremont
Investment & Loan, reported record pre-tax income of $30,140,000
for the fourth quarter of 2000, and $102,173,000 for the year
ended December 31, 2000. Excluding the results of Fremont
Financial, which was sold in December of 1999, and the gain on
that sale, the Company's financial services' pre-tax income
increased 69% from 1999 to 2000.

Loans receivable, before allowance for loan losses, were
approximately $3.47 billion at December 31, 2000, as compared to
$3.29 billion at September 30, 2000. Loans receivable are
comprised of commercial and residential real estate loans, as
well as syndicated loans. The ratio of net charge-offs to average
loans was 0.27% (annualized) during the fourth quarter of 2000
and 0.17% for the year ended December 31, 2000.

Fremont Investment & Loan is "well-capitalized", as defined by
the FDIC, and had $3.85 billion in FDIC-insured deposits at
December 31, 2000.

           Property And Casualty Insurance Operations

The property and casualty insurance operations, primarily
workers' compensation insurance, recorded a pre-tax loss of
$316,390,000 for the fourth quarter of 2000 and a pre-tax loss of
$748,535,000 for the year ended December 31, 2000. The combined
ratio was 258.9% for the fourth quarter of 2000 and 185.9% for
the year ended December 31, 2000.

The pre-tax loss in the fourth quarter of 2000 includes the
recognition of $267.8 million of charges related to the Company's
previously announced restructuring of its workers' compensation
insurance operations. This restructuring included the closure of
16 production and claim servicing offices and a significant
workforce reduction. The 8 remaining workers' compensation
insurance operations' offices are located in the western United
States, primarily within California. The restructuring related
charge is comprised of the write-off of $198.0 million in
goodwill and other intangible assets, $42.7 million in deferred
acquisition costs and $19.9 million in capitalized software costs
and related equipment, as well as $7.2 million in various other
expenses. In addition to the restructuring charge, the Company
recognized $44.1 million in various non-recurring charges during
the fourth quarter, primarily in the elimination of previously
recorded discounts in the Company's loss reserves and an increase
in the bad debt reserve.

The Company declared payment of a cash dividend of $0.02 cents
per share on its common stock, payable April 30, 2001 to
shareholders of record on March 30, 2001. In addition, the
Company will pay on April 2, 2001 the quarterly dividend on its
9% Trust Originated Preferred securities.

Fremont General Corporation is a holding company with
approximately $8.2 billion in assets, engaged through
subsidiaries in select financial services and insurance
businesses.  The Company's common stock is traded on the New York
Stock Exchange under the symbol "FMT".


FRIEDE GOLDMAN: Moody's Cuts Subordinated Notes To Caa3 From Caa1
----------------------------------------------------------------
Moody's Investors Service lowered to Caa3 from Caa1 Mississipi-
based Friede Goldman Halter, Inc.'s (FGH) $185 million par value
of 4.5% convertible subordinated notes due 2004 issued by
predecessor Halter Marine. Moody's also downgraded the following
ratings:

      * senior implied rating to Caa1 from B2

      * senior unsecured issuer rating to Caa2 from B3.

Approximately $185.0 million original parvalue of debt securities
are said to be affected. The ratings outlook remains negative.

According to Moody's, the ratings action reflects long-term
erosion of FGH's liquidity and overall credit condition due to
ongoing and unresolved major cost overruns and delays encountered
on four deepwater semi-submersible drilling rig newbuild
projects. Moody's states that the compnay's liquidity is very
thin, FGH has been in violation of covenants with its bank
lenders and may be prohibited from drawing under the remaining
undrawn portion of its revolver, a $4.2 million note coupon
payment is due March 14, 2001, and FGH has so far been unable to
negotiate terms acceptable to it and, individually, to
Petrodrill/Pride International and Ocean Rig Norway, for FGH's
completion of Petrodrill's two Amethyst class semisubmersible
drilling rigs and Ocean Rig's two Bingo 9000 semi-submersible
drilling rigs.


FRUIT OF THE LOOM: Seeks Court's Nod To Sell Stake In Telesoft
--------------------------------------------------------------
FTL Investments, a wholly-owned subsidiary of Fruit of the Loom,
Ltd. owns and manages investments. It acquired the stake in
Telesoft Limited Partners in July of 1998 after an initial
capital commitment of $3,000,000. About $150,000 remains
unfounded. Since the initial investment, FTL has received equity
distributions totaling about $16,000,000, more than five times
the original investment. FTL Investments wants permission to sell
its interest in Telesoft Partners LP.

Starting in November of 2000, FTL Investments solicited and
received four offers to purchase its interest in the limited
partnership. The potential purchaser, purchase price and other
terms are unavailable as FTL filed a motion to have such
information filed under seal. FTL does disclose that the offer
under consideration was materially higher than the next highest
offer and included an assumption of the unfunded commitment. Any
distributions made after September 2000 would be applied to the
purchaser's account.

By letter dated January 17, 2001, FTL sent notice to the limited
partnership allowing them the opportunity to exercise their
rights of first refusal. Current plan participants have sixty
days from this notice date to purchase FTL's interest. If
existing partners do not purchase the entire stake, FTL may,
within thirty days, sell the remaining stake to the potential
purchaser.

Kate Stickles told Judge Walsh that the sale is a reasonable
business decision. The purchase price represents fair value and
was derived through arm's length negotiations. The transaction is
in the best interests of creditors and the estates. Ms. Stickles
also requested that the sale be free and clear of liens, claims
and encumbrances. (Fruit of the Loom Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF LLC: Omaha Golf Course Operator Seeks Bankruptcy Protection
----------------------------------------------------------------
The owner-operator of several Omaha, Neb., area golf courses has
filed for bankruptcy protection from creditors, according to Dow
Jones. The long winter that curtailed fall play, the economy's
downturn and other factors were blamed for the chapter 11 filing
this week by Golf LLC, the Omaha World Herald newspaper reported
Wednesday, quoting a company attorney. Among the causes cited was
the pullout from a Utah course construction project by a major
investor described as "an Internet millionaire." Golf LLC's
courses include Lakeview, Fox Run and Skyline Woods. Two years
ago it was named one of Omaha's fastest-growing companies, with
sales of $10 million. (ABI World, March 8, 2001)


GOLF LLC: Chapter 11 Case Summary
---------------------------------
Debtor: Golf, L.L.C.
         2634 South 156th Circle
         Omaha, NE 68130

Type Of Business: Gold course owner and operator.

Chapter 11 Petition Date: March 5, 2001

Court: United States Bankruptcy Court
        District of Nebraska
        111 South 18th Plaza, Suite 1125
        Omaha, NE 68102
        (402) 661-7444

Bankruptcy Case No.: 01-80563

Judge: The Honorable Timothy J. Mahoney

Debtors' Counsel: Robert V. Ginn, Esq.
                   Brashear & Ginn
                   North Old Mill
                   711 North 108th Court
                   Omaha, NE 68154-1714
                   (402) 348-1000
                   Fax (402) 348-1111


GS INDUSTRIES: Obtains $100 Million DIP Loan From CIT Group
-----------------------------------------------------------
GS Industries, Inc., announced confirmation of a $100 million
credit facility, which will allow the corporation to continue its
reorganization under Chapter 11 of the United States Bankruptcy
Code.

The Bankruptcy Court in the Western District of North Carolina
has entered a final order approving the Company's Debtor-in-
Possession financing, according to Mark G. Essig, Chairman,
President and Chief Executive Officer.

"This is a positive step in our effort to reorganize our
corporate structure, strengthen our balance sheet, and ultimately
emerge as a stronger, more competitive producer of steel wire rod
and mining products," Essig said.

The DIP financing was obtained from a group led by CIT Business
Credit of New York. It will enable the company to continue
operating and meet its financial obligations during bankruptcy
reorganization.

GSI filed for Chapter 11 Bankruptcy protection on February 7,
2001. At that time, the company also announced plans to begin the
process of permanently closing its GST Steel facility in Kansas
City, Missouri. Other than the closing of Kansas City, the
company will continue normal operations at its Georgetown Steel
facility in Georgetown, South Carolina, and its ME International
facilities in Duluth, Minnesota, and Tempe, Arizona.

GSI's international operations and joint venture partnerships in
Canada, Mexico, Chile, Peru, Australia, Italy and The Philippines
are not affected by the bankruptcy filing, and will continue
operating and serving customers normally.

GS Industries is the largest global provider of grinding media
and mill liners for the worldwide mining industry and a leading
producer of steel wire rod in North America.


GUESS? INC.: Working with Lenders to Revise Financial Covenants
---------------------------------------------------------------
Guess? Inc. (NYSE:GES) announced its financial results for the
fourth fiscal quarter and fiscal year ended December 31, 2000.

                     Fourth Quarter Results

The Company reported a net loss for the fourth quarter ended
December 31, 2000 of $13.1 million, which includes the
recognition of pre-tax special charges of approximately $15.6
million. The diluted loss per share was $0.30 for the period.
Excluding the impact of the special charges, the net loss for the
period would have been $3.9 million, or a diluted loss per share
of $0.09. For the fourth quarter of 1999, the Company had net
earnings of $19.2 million and diluted earnings per share of
$0.44.

The $15.6 million of pre-tax special charges consisted of $5.7
million of inventory write-downs to address the valuation of aged
or impaired inventory; $4.5 million of restructuring charges,
including store closing costs; $4.1 million to write-down
impaired assets, including certain fixed assets and an investment
in an internet company; and $1.3 million of other charges.

The loss before interest and income taxes, after the recognition
of special charges, amounted to $16.3 million for the 2000 fourth
quarter. Excluding such charges, the loss would have amounted to
approximately $760,000, versus earnings before interest and
income taxes of $34.6 million for the same 1999 period.

Maurice Marciano, Co-Chairman and Co-Chief Executive Officer,
commented, "Our business in the fourth quarter was difficult, as
we experienced a deceleration of revenue growth in both our
wholesale and retail businesses and continued to have margin
pressures due to an intense promotional environment and our
strong efforts to reduce our inventory position."

Carlos Alberini, President and Chief Operating Officer,
commented, "We carefully reviewed our financial position and
store operations at year-end, which resulted in the recognition
of approximately $15.6 million in pre-tax special charges. Our
financial position is very solid and we are working to improve
our profitability to take advantage of our opportunities for
future growth."

The reported results assume the restatement of the Company's
previously reported financial results for the first three-
quarters of fiscal year 2000. The restated diluted earnings per
share for such periods were $0.33 for the first quarter, $0.16
for the second quarter and $0.19 for the third quarter. As
previously announced on January 26, 2001, the Company performed
an in-depth analysis of its operations, its financial position
and its assets and obligations at year-end. As a result of this
analysis, it was determined that it was necessary to restate the
previously reported results because certain inventory accruals
were not properly recorded at the end of the respective periods
and certain costs that should have been expensed were
capitalized. The Company plans to file the restated financial
statements on Forms 10-Q/A concurrently with its filing of the
Form 10-K for fiscal year 2000.

As a result of the restatements and the lower than expected
financial results for the fourth quarter of 2000, the Company was
not in compliance with certain financial covenants of its bank
revolving credit facility. The Company's bank group has agreed in
principle to waive all past non-compliance and to amend the
Credit Agreement to provide revised financial covenants for
future periods.  Implementation of this agreement in principle is
subject to final documentation and other customary conditions.

Mr. Alberini commented, "We are very pleased with the support we
received from our bank group during this process. In a
challenging credit market, it demonstrates a strong vote of
confidence from our banks regarding our Company and our future."

                Full Fiscal Year 2000 Results

For the fiscal year ended December 31, 2000, the Company's net
earnings, after the recognition of approximately $19.3 million in
pre-tax special charges, were $16.5 million. Diluted earnings
were $0.38 per share for the year ended December 31, 2000.
Excluding the impact of the special charges, net earnings would
have been $27.9 million and diluted earnings would have been
$0.64 per share for the year. These results compare to net
earnings of $51.9 million and diluted earnings of $1.20 per share
for the 1999 fiscal year.

Earnings before interest and income taxes (EBIT), after the
recognition of special charges, amounted to $43.3 million, or
5.6% of net revenues for the year. Excluding such charges, EBIT
would have been $62.6 million, or 8% of net revenues, versus EBIT
of $96.5 million, or 16.1% of net revenues, for the 1999 fiscal
year.

Maurice Marciano commented, "Our fiscal year results were
disappointing, especially considering that we had good business
momentum in the first half of the year with solid revenues and
profits. The challenging retail environment in the Fall
contributed to lower sales and margin pressures. This, combined
with our excess inventory situation, had a significant negative
impact on our profitability for the period."

Guess?, Inc. designs, markets, distributes and licenses one of
the world's leading lifestyle collections of contemporary
apparel, accessories and related consumer products.


HARNISCHFEGER INDUSTRIES: Settles Disputes With Omega Papier
------------------------------------------------------------
In connection with a contract between Omega Papier Wernshausen
GmbH (aGerman company engaged in the business of manufacturing
tissue paper) and the now bankrupt Beloit Austria, an indirect
subsidiary of both Harnischfeger Industries, Inc. and Beloit, for
the purchase of a tissue paper machine for Omega's plant in
Wernshausen, Germany, the Debtors sent two letters to Omega which
underlie Omega's claims seeking $12 million in unspecified
compensatory damages, as well as $24 million in punitive damages.

After the petition date, Omega threatened to withhold payment for
services rendered by Beloit Austria under the parties' contract,
unless it received additional assurances from the Debtors. Beloit
sent a letter to Omega on July 12, 1999 which stated that in the
event of Beloit Austria's insolvency, Beloit would "assume the
rights and obligations of Beloit Austria GmbH arising out of the
Agreement executed with you concerning the supply of a paper
machine and dated February 12, 1999 in accordance with the terms
and conditions set forth therein." Omega was not satisfied. On
August 11, 1999, Beloit sent Omega another letter which was
nearly identical, except that HII joined in that letter for
purposes of "ensuring that HII would use commercially reasonable
efforts to cause Beloit to meet its obligations under this
letter."

On November 19, 1999, the Debtors, with the support of the HII
Committee, discontinued financial support to their foreign
subsidiaries. Beloit Austria then filed for bankruptcy protection
under Austrian law on November 26, 1999, as previously reported.
Beloit Austria ceased work on the project. Omega alleged that it
was then forced to complete the project itself.

On February 22, 2000 Omega filed an adversary proceeding (No. A.
00-399) against the Debtors and Individual Defendants. The
complaint alleged that the Post Petition Letters constituted
valid and enforceable contracts, executed in the "ordinary course
of business" and which did not require approval from the
Bankruptcy Court. Omega's complaint also purported to state a
number of tort claims including fraud, negligent
misrepresentation, and tortious interference with contract. Omega
pleaded these tort claims in the alternative and alleged that if
the Post Petition Letters are found not to be valid and
enforceable contracts, these tort claims form an independent
basis for Debtors' liability. Omega sought to have its $36
million claim allowed against HII and Beloit as an administrative
claim.

The Debtors and Individual Defendants answered the complaint,
denying all of Omega's substantive allegations and asserting a
number of affirmative defenses. Both the Harnischfeger Creditors
Committee and the Beloit Creditors Committee intervened in the
action.

The Harnischfeger Committee filed a motion for judgment on the
pleadings, in which the Beloit Committee joined. This motion
sought to dismiss Omega's contract claims on the grounds that the
Post Petition Letters were invalid and unenforceable because they
were issued without notice to either of the committee's and were
not approved by the Bankruptcy Court. The motion also argued that
the language used by HII in the August 11 letter created no
contractual obligation under applicable law. The Court denied
this motion on January 10, 2001, finding that the resolution of
these issues required factual determinations and could therefore
not be resolved by a motion for judgment on the pleadings.

On January 3, 2001 the Debtors filed a motion to estimate Omega's
claim at $0. The Court declined to estimate the claim.

Omega and the Debtors agreed that Beloit would reserve $12
million as an administrative claim on account of Omega's disputed
$36 million claim.

On January 22, 2001 the parties met to mediate this dispute. This
day long session included representatives of the Debtors, Omega,
the individual Defendants, the Harnischfeger Committee, the
Beloit Committee and Judge Lisa Hill Fenning, who acted as
mediator.

As a result of this mediation session, Omega, Debtors and the
Individual Defendants agreed to settle all disputes, claims,
controversies and other matters in conflict involving or arising
out of these matters.

                    The Settlement Agreement

The Settlement Agreement provides that:

      -- Omega fully, finally and unconditionally release and
forever unconditionally discharges the debtors and the individual
defendants from any and all current and future obligations and
liabilities. Omega also agrees that (1) its adversary proceeding
will be dismissed, with prejudice; (2) all of its claims filed in
these proceedings (including but not necessarily limited to
claims 10513, 10514, 10515, 10516, 10915, 10916, 10924 and 10925)
will be expunged and (3) Omega will not object to confirmation of
the Plan.

      --- In exchange, Debtors agree to allow Omega a $1.7 million
administrative claim against Beloit, and a $300,000
administrative claim against HII. The Debtors also agree to
release any claims they may have against Omega.

The Debtors have determined that entering into the Settlement
Agreement is in the best interests of their estates and
creditors. With this, the Debtors sought Court approval of the
Settlement Agreement, pursuant to Bankruptcy Rule 9019.
(Harnischfeger Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEILIG-MEYERS: S&P Puts CCC Rating on Master Trust Class B Paper
----------------------------------------------------------------
Standard & Poor's lowered its ratings on two classes of Heilig-
Meyers Master Trust's asset-backed certificates series 1998-2.

The rating on class A was lowered to double-'B'-minus from
triple-'A', and the rating on class B was lowered to triple-'C'
from single-'A'. Both classes remain on CreditWatch where they
were placed on Aug. 31, 2000 with negative implications (see
list). The outstanding principal balance is $172,177,876.49 for
class A and $50,000,000 for class B.

The rating actions reflect the deterioration in collateral
performance since Heilig-Meyers Co. filed for bankruptcy in
August 2000. According to the successor servicer, OSI Portfolio
Services Inc. (OSI), the percentage of the collateral pool that
consists of receivables that are 90 or more days delinquent is
significant. On a recent basis, 90-plus-days delinquencies are
approximately 46%, with 70% of the pool currently delinquent. In
the past few months, roll rates do not indicate any significant
improvement in portfolio performance, especially in late-stage
delinquencies. Although subordination levels have been growing,
as the senior class is being paid down and the cash collateral
account remains robust at 3.82%, charge-offs are expected to
significantly deplete the current level of credit support
available to both classes A and B. Other performance trends for
the trust have also deteriorated. The payment rate and portfolio
yield are significantly lower, relative to pre-bankruptcy rates,
at approximately 5% and 10%, respectively. This compares to
payment-rate levels of 9% on average and yield numbers of 25%
prior to Heilig-Meyers Co.'s insolvency. Given the deterioration
in performance, in particular, the percentage of accounts that
are 90 or more days delinquent, Standard & Poor's does not
believe that there will be sufficient credit enhancement to pay
the class B certificates, and the remaining credit enhancement
will make the class A certificates vulnerable.

On Aug. 31, 2000, classes A and B were placed on CreditWatch with
negative implications following Heilig-Meyers Co.'s bankruptcy
filing on Aug. 16, 2000, and the announcement that the company
was exiting the credit business as an originator and servicer of
installment credit. On Aug. 10, 2000, Heilig-Meyers Co. announced
that it would no longer service the loans. In the intermediate
period, the trustee went to court to order Heilig-Meyers Co. to
continue servicing until a successor could be appointed. The
trustee then appointed OSI as the successor servicer. Standard &
Poor's ranks OSI as an Above Average loan collector. OSI has been
in the midst of trying to stabilize collections. Collection
efforts have been made more difficult because of incomplete
borrower records. Future rating actions are contingent on OSI's
success in increasing collections from delinquent obligors and in
obtaining recoveries on charged-off contracts. Standard & Poor's
will continue to monitor the performance of the underlying pool
over the next few months. A copy of the OSI servicer evaluation
report is available on RatingsDirect, Standard & Poor's Web-based
credit and analysis system.

Outstanding Ratings Lowered And Remain On Credit Watch:

      Heilig-Meyers Master Trust
      Asset-backed certs series 1998-2

           Class                 Rating
           -----         -----------------------
                          To                From
                     -------------     -------------
           A         BB-/Watch Neg     AAA/Watch Neg
           B         CCC/Watch Neg     A/Watch Neg


HYUNDAI SEMICONDUCTOR: Moody's Cuts Senior Notes Rating To B3
-------------------------------------------------------------
Moody's Investors Service downgraded to B3 the rating for the
senior secured notes of Hyundai Semiconductor America, Inc.
("HSA"), whose rating reflects the credit strength of Hyundai
Electronics Industries, Inc. ("HEI"), its majority owner. The B3
rating is also placed under watch with uncertain direction.

Moody's relates that the rating action is due to the fact that
HSA missed a USD57 million payment on its bank loan facility.

HEI is said to be developing alternative sources of funding in
response to significantly reduced liquidity in the Korean debt
markets, and faces significant other challenges in implementing
its strategy in the near term. Moody's says it will examine
whether HEI can secure funding sources in a timely manner to meet
its debt obligations. Rating direction will depend on the success
or failure to reach a suitable refinancing package, according to
Moody's.

Oregon-based Hyundai Semiconductor America, Inc. is a special
purpose vehicle dedicated to the operation of a $1.4 billion
semiconductor fabrication line in Oregon, USA.


IMAGINON INC: Common Stock Knocked Off Nasdaq, Now Trading OTC
--------------------------------------------------------------
ImaginOn, Inc. (NASDAQ: IMON) received notice on February 21,
2001 from Nasdaq that its common stock would be delisted from the
Nasdaq Stock Market effective with the opening of business the
following day, February 22, 2001. Citing the company's failure to
maintain the minimum bid price of $1.00 and to meet the net
tangible assets/market capitalization/net income requirements,
the Nasdaq Listing Qualifications Panel determined that
ImaginOn's common stock could not gain compliance with the
requirements for continued inclusion on the Nasdaq SmallCap
Market. ImaginOn's common stock is available for quotation on the
OTC Bulletin Board.

ImaginOn has incurred operating losses in 1999 and 2000 due to,
among other factors, expenditures incurred for development of its
products and efforts to gain market acceptance for its products.
These losses have caused ImaginOn to operate with limited
liquidity and have raised substantial doubt about ImaginOn's
ability to continue as a going concern. As a result, ImaginOn's
auditors have indicated that they may be required to add an
explanatory paragraph describing this uncertainty to their
independent auditors' report on ImaginOn's 2000 consolidated
financial statements to be included with ImaginOn's annual report
for the year ended December 31, 2000. Management plans to address
its liquidity and operating loss concerns by raising additional
equity capital through private placements. Management is also
considering the sale of a portion of its wholly owned subsidiary,
Wireless Web Data, Inc. Given the current market price of the
common stock, the sale of ImaginOn's securities at this time
could be substantially dilutive to its current shareholders.
ImaginOn intends to continue the development and marketing of its
products.

ImaginOn, Inc. is an information technology company focused on
developing and marketing broadband Internet television products.
ImaginVideo(TM), ImaginOn's lead product, is a turnkey package
that enables any Web site to present an interactive Internet
television console within a standard browser window on any
computer that has a high bandwidth Internet connection. The
company's objective is to sell interactive Internet TV video
servers and software to anyone and everyone who wants to
communicate, entertain, inform, educate or promote e-commerce in
a new way for a new era of global communications.

ImaginVideo is a trademark of ImaginOn and is protected under
U.S. Patents.


INTEGRATED HEALTH: Harp Strite Seeks Relief From Automatic Stay
---------------------------------------------------------------
The Estate of Harp Strite, through an individual acting as
personal representative, who resides in Florida, moved the Court
for relief from the automatic stay so that the personal
representative may proceed with filing a State Court personal
injury and wrongful death action in a Florida State Court against
Integrated Health Services, Inc.

The Movant requested for permission to proceed against the Debtor
and the Debtor's liability carrier with the proviso that any
recovery be limited to the policy limits as set forth in the
contract of insurance between Debtor and Debtor's insurer, and
that any excess over and above the policy limits be treated as an
allowed non-priority unsecured debt to receive a pro rata
distribution, if any, with all other general unsecured creditors.
(Integrated Health Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTEGRATED SECURITY: Continuing Losses Raise Going Concern Doubts
-----------------------------------------------------------------
Integrated Security Systems, Inc. designs, develops,
manufactures, distributes and services security and traffic
control products used in the commercial, industrial and
government sectors through two wholly owned subsidiaries, B&B
Electromatic, Inc. and Intelli-Site, Inc. B&B's products are used
in thousands of locations across the country.

The company has experienced unanticipated delays in the
completion of its Intelli-Site(R) software product and has not
met the anticipated sales levels for this product. In addition,
the audit report of Grant Thornton LLP, the company's independent
auditors, states that the company has suffered recurring losses
from operations, has an excess of liabilities over assets, and is
in default of certain debt covenants. The audit report further
states that these matters raise substantial doubt about the
company's ability to continue as a going concern.


IRIDIUM LLC: Court Gives Creditors the Go Ahead to Sue Motorola
---------------------------------------------------------------
A bankruptcy court approved a settlement that paves the way for
creditors of failed satellite phone venture Iridium, LLC to
proceed with a suit against its primary investor,
telecommunications and semiconductor company Motorola Inc.

Creditors will be seeking about $2 billion in damages, according
to Reuters. The settlement, which was approved Tuesday by the
U.S. Bankruptcy Court for the Southern District of New York,
concludes a debt recovery dispute between secured bank lenders
and unsecured creditors.

Under the terms of the settlement, the two groups agreed to
coordinate their legal actions against Motorola and to create a
new firm, Iridium Litigation LLC, which will manage the
litigation process. They will also provide about $47 million to
pay for legal costs. Iridium was the pioneer of satellite-based
mobile phone services.

The company was forced to file for bankruptcy in 1999 after it
failed to attract customers willing to pay as much as $7 a minute
to make phone calls with Iridium phones. In a suit filed last
year, creditors accused Motorola of causing Iridium to execute
contracts that brought billions of dollars in revenue to Motorola
but were unfair to Iridium. They also alleged that Motorola
structured its contracts with Iridium so that Motorola owned the
valuable computer software running the satellite system. That
suit had been delayed pending resolution of the debt-recovery
dispute between the two groups. Motorola has denied the
accusations, noting that it also is a creditor of Iridium and was
forced to write off $2.5 billion in related losses. (ABI World,
March 8, 2001)


J.C. PENNEY: Raising $1.3 Billion in Cash from AEGON Sale Pact
--------------------------------------------------------------
J. C. Penney Company, Inc. (NYSE: JCP) signed a definitive
agreement with a U.S. subsidiary of AEGON, N.V. (NYSE: AEG) for
the sale of its J. C. Penney Direct Marketing Services, Inc.
(DMS) assets, including its J. C. Penney Life Insurance
subsidiaries. The parties also established a 15 year strategic
marketing alliance designed to offer an expanded range of
financial and membership services products to JCPenney customers.
JCPenney will receive cash proceeds at closing of approximately
$1.3 billion and will receive annual cash payments over the next
15 years pursuant to the terms of the marketing services
arrangement. The present value of this additional stream of
payments is estimated to be up to $300 million, bringing the
present value of the transactions to approximately $1.6 billion.

For the 39 weeks ending October 28, 2000, the Direct Marketing
segment accounted for less than 4% of total revenue but
contributed 45% of JCPenney's operating profits. Eckerd
drugstores is the drain on the enterprise.

Allen Questrom, Chairman and Chief Executive Officer said, "This
sale and strategic marketing alliance will allow JCPenney to
focus on its retailing businesses. At the same time, JCPenney
will better serve its customers through access to the diverse
products and services of the AEGON family of businesses and their
direct marketing capabilities."

Questrom added, "The proceeds from the sale, which are expected
to be approximately $1.1 billion after tax, will significantly
strengthen the Company's financial flexibility. We anticipate
that the majority of these proceeds will be used for debt
reduction. In combination with the $1 billion of cash investments
on the balance sheet at the beginning of the year, the proceeds
provide the ability to satisfy our financing requirements well
into the future."

AEGON, N.V. is one of the world's largest insurance organizations
with assets of $230 billion. J. C. Penney Direct Marketing
Services, Inc., a wholly owned subsidiary of J. C. Penney
Company, Inc., markets life, health, accident, disability and
credit insurance as well as membership services products to
various credit card files by direct response solicitation
primarily in the United States and Canada. The closing of these
transactions is anticipated by the end of JCPenney's second
quarter 2001, subject to customary conditions, including
regulatory approvals. The sale will generate a pre-tax book loss
of about $100 million, and will require JCPenney to reflect the
operating results, as well as the assets and liabilities, of DMS
as a discontinued operation.

Credit Suisse First Boston Corporation acted as financial advisor
to J. C. Penney Company, Inc. in these transactions.

J. C. Penney Company, Inc. is one of America's largest department
store, drugstore, catalog and e-commerce retailers, employing
more than 260,000 associates. The Company operates approximately
1,075 JCPenney department stores in all 50 states, Puerto Rico,
and Mexico. In addition, the Company operates approximately 50
Renner department stores in Brazil. Eckerd operates approximately
2,650 drugstores throughout the Southeast, Sunbelt, and Northeast
regions of the U.S. JCPenney Catalog, including e-commerce, is
the nation's largest catalog merchant of general merchandise. J.
C. Penney Direct Marketing Services, Inc. markets insurance
products and membership services to various credit card customers
by direct response solicitations primarily in the United States
and Canada.

AEGON N.V. (NYSE: AEG), the international insurance and financial
services group headquartered in The Hague (the Netherlands),
issued its statement about the deal, adding that, following the
transaction, AEGON USA will become the largest direct marketing
organization of life and supplemental health insurance products
in the U.S., measured by year-end 1999 premium income. AEGON says
that the transaction should be finalized during the second
quarter of 2001.

Selling its shareholders and investors on the deal, AEGON relates
that J.C. Penney Direct Marketing Services currently has about 12
million clients, primarily in the U.S. and Canada and its 1999
revenues totaled USD 1.1 billion. Its businesses market life,
accident and supplemental health insurance products to credit
card customers of sponsored clients through direct marketing
solicitation methods. Sponsored clients include banks, oil
companies and retailers, including the J.C. Penney department
stores. More than 50% of total revenues is being generated
through non-J.C. Penney business relationships. J.C. Penney
management announced in May 2000 that it would explore strategic
alternatives for its Direct Marketing Services subsidiary. AEGON
explained to its investors that that the transaction is priced
above a 11% return on investment after tax, exceeding AEGON's
minimum requirements. AEGON confirmed that it will pay for the
acquisition entirely in cash. The transaction will be financed
with the proceeds of an equity offering of AEGON N.V. common
shares to be executed in the course of 2001. The transaction
consideration represents approximately 3% of AEGON's current
market capitalization.

Donald J. Shepard, AEGON USA's Chairman, President and CEO and
Member of the Executive Board of AEGON N.V. said: " AEGON USA has
a proven track record of successfully integrating companies and
encouraging employees to create superior value. We believe that
shareholders, policyholders and marketing partners of both
companies will benefit from combining the strengths of these
operations. We look forward to working with the management and
employees of J.C. Penney's Direct Marketing Services."

The AEGON Special Markets Group services over 3.5 million
insureds and is one of the largest direct marketers of life and
supplemental health insurance products in the United States. Its
1999 revenues totaled USD 1.1 billion. This division of AEGON USA
focuses on two primary distribution channels: direct to consumer,
using television advertising, direct mail solicitation and online
sales, as well as sponsored marketing. Sponsors of the Special
Markets Group include financial institutions, associations,
employer groups, professional employer organizations and car
dealers.

For AEGON USA, the acquisition creates opportunities for improved
operational efficiency and growth in its direct marketing
operation. J.C. Penney's Direct Marketing Services' expertise in
telemarketing complements the Special Markets Group's strength in
television and direct mail solicitation. J.C. Penney's Direct
Marketing Services also extends AEGON's access to retail and
other sponsored relationships. Furthermore, the combined
organization's size and resulting scale enables AEGON to build on
its strategy of being a low cost provider. Combining the J.C.
Penney Direct Marketing Services' expertise in telemarketing with
AEGON Special Markets Group's successful use of television
advertising and direct mail, while benefiting from the enlarged
scale of the operations are expected to generate important
marketing advantages and synergies.

Currently the main operating divisions of the AEGON Special
Markets Group are located in Baltimore MD, Frazer PA and Atlanta
GA. The main facility of J.C. Penney Direct Marketing Services is
in Plano TX, with a customer call center in Richardson TX. AEGON
will market products endorsed by J.C. Penney to J.C. Penney
customers.


LERNOUT & HAUSPIE: Asks To Extend Removal Period To November 26
---------------------------------------------------------------
At the Petition Date, Lernout & Hauspie Speech Products N.V. and
Dictaphone Corp. were parties to lawsuits pending in state and
Federal courts in a variety of jurisdictions. Pursuant to Rule
9027 of the Federal Rules of Bankruptcy Procedure, the Debtors
asked the Court to extend their 90-day period of time within
which they must decide whether to remove a legal proceeding from
the court in which it is pending to the District of Delaware for
resolution.

The Debtors have not had a full opportunity to investigate their
involvement in the Prepetition Lawsuits, and decisions about the
appropriate forum in which to litigate any particular matter
would be imprudent at this early juncture, the Debtors argued.

Accordingly, the Debtors asked that the time within which they
must decide whether to remove any Prepetition Lawsuit be extended
through the later of (i) November 26, 2001, and (ii) 30 days
after entry of an order terminating the automatic stay with
respect to a particular action.

In the event an objection to the Debtors' Motion is filed with
the Court, Judge Wizmur will convene a hearing on March 16 in
Camden to review the Debtors' request. By application of newly-
promulgated Rule 9006-2 of the Local Rules of Bankruptcy Practice
and Procedure of the United States Bankruptcy Court for the
District of Delaware, the Debtors' removal period is
automatically extended through the conclusion of any hearing on
March 16, 2001. (L&H/Dictaphone Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Swanson & Son Seeks to Assume Michigan Lease
----------------------------------------------------------
Edward Swanson & Son Funeral Home, Inc. (Swanson & Son), one of
The Loewen Group, Inc. Debtors, as lessee, and Edward Swanson and
Elaine Swanson, as landlord, are parties to a lease for real
property located at 30351 Dequindre, Madison Heights, Oakland
County, Michigan. Debtor Swanson & Son is successor in interest
to ESFH Acquisition, Inc. as lessee. The Debtors operate a
funeral home business on the Property.

The original term of the Lease is the 10-year period commencing
January 10,1997. The Lease includes an option to renew for three
additional consecutive terms of five years each. During the
initial term of the Lease, the rent is $72,000 annually, payable
in equal monthly installments of $6,000.

Swanson & Son and the other Debtors, in their business judgment,
have determined that the Property is integral to their ongoing
business operations. The business operated by Swanson & Son on
the Property provides it with significant cash flow.

Furthermore, Swanson & Son does not believe that any monetary
defaults exist under the Leases. Thus, no cure amounts will need
to be paid in connection with the assumption of the Leases. The
Debtor, in an exercise of their business judgment, believe it is
in the best interests of their estates and creditors to assume
the Leases.

Accordingly, the Debtors requested that the Court enter an order,
pursuant to section 365 of the Bankruptcy Code, (a) authorizing
the Debtors to assume the Lease and (b) establishing the cure
amount with respect to the Lease to be $0.00. (Loewen Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LTV CORP.: Obtains Open-Ended Sec. 365(d)(4) Extension for Leases
-----------------------------------------------------------------
The LTV Corporation sought and obtained an open-ended extension
of the deadline imposed under 11 U.S.C. Sec. 365(d)(4) within
which to decide which of its non-residential real property leases
should be assumed, assumed and assigned, or rejected.

The Debtors are parties to numerous unexpired leases. Until the
Debtors know what Reorganized LTV will look like, it will be
impossible to make reasoned decisions about all of their
unexpired leases. Extension of the deadline through the time a
plan of reorganization is confirmed will allow management to
focus on what needs to be done to reorganize LTV rather than
being forced to make premature decisions to reject valuable
leases or assume burdensome contracts.

Judge Bodoh directed that this open-ended extension, through the
time a plan is confirmed, is without prejudice to the right of
any Lessor to file a motion to compel the Debtors to assume,
assume and assign, or reject any particular Agreement. (LTV
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MASTERS INSTITUTE: Trying to Stave Off Bankruptcy
-------------------------------------------------
Strapped with millions in debt and struggling with regulatory
burdens, officials with the Masters Institute said that they
fought until last week to save the online technical school before
abruptly shutting it down, leaving almost 2,500 students in
academic and financial limbo, according to the Mercury News.

Founded in 1973, the San Jose, Calif., school was among the
valley's most enduring vocational programs. But, as of midnight
Monday, it closed indefinitely. Now in the hands of an asset
management company, the Masters Institute is trying to stave off
bankruptcy, which could delay students' ability to transfer
credits or seek tuition refunds.

State authorities and county prosecutors are investigating the
school's closing and vowed to ensure that students' rights are
protected. A hearing is set for 1 p.m. to 4 p.m. tomorrow at the
Santa Clara County government center to answer students'
questions. (ABI World, March 8, 2001)


ML CBO: Moody's Junks Supposedly-Secured Senior Notes
-----------------------------------------------------
Moody's Investors Service lowered ratings on three classes of
notes issued by ML CBO XVIII, Series 1998-AIG-2 (Cayman) Ltd.
These are:

      * the Class A-1 Floating Rate Senior Secured Notes Due 2010
and Class A-2 Fixed Rate Senior Secured Notes Due 2010;

      * the Class B-1 Floating Rate Senior Secured Notes Due 2010
and the Class B-2 Fixed Rate Senior Secured Notes Due 2010; and

      * Class C Floating Rate Senior Secured Notes Due 2010.

As a result of Moody's ratings action, the Class A-1 Notes/Class
A-2 Notes were lowered to Aa2 from Aaa, the Class B-1 Notes/Class
B-2 Notes were rated Caa2 from Baa2; and the Class C Notes,
initially rated B1, is now at Ca. Moody's has previously lowered
the rating of the Class B Notes to Ba1 (March 1, 2000) and the
Class C Notes rating to Caa1 (March 1, 2000). Around $361MM of
notes are said to be affected.

Moody's states that these rating actions resulted both from
recent defaults and from continued par losses on the underlying
collateral pool. According to Moody's, the transaction was not
passing certain coverage and quality tests as of the most recent
monthly report (dated March 15, 2001). Accordingly, the following
coverage tests were in violation on this report:

      (1) the Class A-1 and Class A-2 Overcollateralization Ratio
Test at 144.6% (145% required);

      (2) the Class B-1 and B-2 Overcollateralization Ratio Test
at 86.9% (107% required);

      (3) the Class B-1 and B-2 Overcollateralization Amount Test
at -$44MM ($10MM required);

      (4) the Class C Overcollateralization Ratio Test at 83.9%
(100% required); and

      (5) the Class C Overcollateralization Amount Test at -
$56.0MM ($0.0MM required).

Moody's has noted quality test violations as well (including
defaulted securities): (1) the Weighted Average Moody's Rating
Test at 4924 (2720 required) and (2) the portion of the
collateral pool rated Caa1 or less at 42.1% (3% maximum).

Details of the rating actions on the affected tranches are as
follows:

      * Tranche description: $165MM Class A-1 Floating Rate Senior
        Secured Notes Due 2010

        Previous Rating: Aaa

        New Rating: Aa2


      * Tranche description: $50MM Class A-2 Fixed Rate Senior
        Secured Notes Due 2010

        Previous Rating: Aaa

        New Rating: Aa2


      * Tranche description: $34MM Class B-1 Floating Rate Senior
        Secured Notes Due 2010

        Previous Rating: Ba1

        New Rating: Caa2


      * Tranche description: $100MM Class B-2 Fixed Rate Senior
        Secured Notes Due 2010

        Previous Rating: Ba1

        New Rating: Caa2


      * Tranche description: $12MM Class C Floating Rate Senior
        Secured Notes Due 2010

        Previous Rating: Caa1

        New Rating: Ca


MYTURN.COM: Files Chapter 11 Petition in N.D. California
--------------------------------------------------------
MyTurn.com Inc. filed a voluntary chapter 11 bankruptcy petition
last Friday in the U.S. Bankruptcy Court for the Northern
District of California, according to Dow Jones. The company said
in the filing it would continue to manage its affairs as a
debtor-in-possession (DIP) during the proceeding. As reported on
Jan. 31, MyTurn.com said it couldn't obtain financing and as a
result, terminated all but four employees. Before the
terminations, the company had employed 104 people. After the
company announced its financial difficulties, the Nasdaq Stock
Market changed the trading halt status in MyTurn.com on Jan. 31
to "additional information requested," pending more news from the
company. MyTurn.com, based in Alameda, Calif., provides Internet-
based, e-commerce computing products and services targeted at
households without computers and access to the Internet. (ABI
World, March 8, 2001)


ORBCOMM GLOBAL: Selling Assets To Advanced Communications
---------------------------------------------------------
Following several unofficial press articles earlier this week,
Advanced Communications Technologies Inc (ACT-US) (OTCBB:ADVC)
announced that it was confirmed as the successful bidder for the
asset purchase of Orbcomm Global L.P., the first commercial
provider of global low-Earth orbit (LEO) satellite data
communication services.

The transaction is entirely subject to the approval of the U.S.
Bankruptcy Court of Delaware, and the satisfactory closing of the
transaction within the parameters dictated by the court. The
company had not intended to announce the transaction until the
completion of the transaction, as while it believes the outcome
will be positive, there is no guarantee that completion will take
place at this stage.

"Full details of the transaction will be released upon
satisfactory completion of the transaction, when and if this
occurs. The company does not believe it is appropriate to further
discuss the transaction prior to the approval of the U.S.
Bankruptcy Court of Delaware and the proposed closing," said
Roger May, chairman of ACT-US.


OUTBOARD MARINE: Brunswick Acquires Princecraft Boats
-----------------------------------------------------
Brunswick Corporation (NYSE: BC) announced that it has acquired
Princecraft Boats in connection with the bankruptcy sale of
Outboard Marine Corporation assets. The purchase includes all
Princecraft brands and worldwide trademarks as well as its
manufacturing operations. Terms of the transactions were not
disclosed.

Princecraft, Canada's largest boat manufacturer, will become part
of the Brunswick Boat Group and will continue to be based in
Princeville, Quebec. Marcel J. Dubois, president of Princecraft,
will continue in that role reporting to Dustan E. McCoy,
president of the Brunswick Boat Group.

"This is a wonderful opportunity to add to our formidable stable
of boat brands," explained Brunswick Chairman and Chief Executive
Officer George W. Buckley. "With a tradition that extends back
more than 45 years, Princecraft has long been recognized for its
quality and innovation, characteristics that are highly prized by
Brunswick."

Princecraft makes an extensive line of aluminum pontoon, deck and
fishing boats. Buckley said that work will begin immediately to
bring the plant back on line following its closure in December
due to OMC's bankruptcy filing.

"This purchase will extend the Brunswick Boat Group's presence in
this important international market as well as its participation
in certain market segments," Buckley said. "We also look forward
to inviting Princecraft's skilled and able workforce to join
Brunswick."

Headquartered in Lake Forest, Ill., Brunswick Corporation is a
marketer and manufacturer of leading consumer brands including
Mercury and Mariner outboard engines; Mercury MerCruiser
sterndrives and inboard engines; Sea Ray, Bayliner and Maxum
pleasure boats; Baja high-performance boats; Boston Whaler and
Trophy offshore fishing boats; Life Fitness, Hammer Strength and
ParaBody fitness equipment; Brunswick bowling centers, equipment
and consumer products; and Brunswick billiards tables.


RAYTECH CORP.: Hearing Tomorrow on Order in Aid of Consummation
---------------------------------------------------------------
According to documents obtained by BankruptcyData.com, the U.S.
Bankruptcy Court approved Raytech Corp.'s motion for an expedited
hearing on the Company's motion for an order pursuant to Section
105(a) of the Bankruptcy Code in aid of effectuating the Plan of
Reorganization and authorizing (i) the appointment as consultants
of the Trustees-Designate; (ii) the appointment as consultants of
the Directors-Designate, (iii) the appointment as consultants of
the Member-Designate of the Tac; (iv) payment of compensation and
reimbursement of expenses to the Trustees-Designate Director-
Designate, and the Members-Designate of the Tac; and (v)
retention of counsel for the Trustees-Designate by Robert F.
Carter, Guardian Ad Litem, Raytech Corporation. The hearing will
take place March 13, 2001. Raytech has been operating under
Chapter 11 protection since March 10, 1989. (New Generation
Research, March 8, 2001)


RAYTHEON CO.: Ratings Now Under Review for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Raytheon
Company under review for possible downgrade. These are:

      * Baa2 senior debt rating;

      * the Baa2 rating on the company's bank facilities;

      * the ratings on the company's shelf registration:

      * (P)Baa2 for senior debt,

      * (P)Baa3 for subordinated debt; and

      * (P) "baa3" for preferred stock; and

      * the company's Prime-2 short-term debt rating.

Approximately $13 billion of debt and bank facilities may be
affected.

According to Moody's, the rating review is triggered by growing
concern over Raytheon's ability to achieve and sustain originally
anticipated improvements in its financial returns and cash flow
generation and to materially reduce its debt burden stemming from
past acquisitions. Moody's relates that although on an improving
trend, Raytheon has continued to demonstrate below par operating
and cash flow performance due to slower than anticipated
improvements in certain defense programs, significant development
costs related to new aircraft programs, and losses in its
commercial electronics unit.

Despite having $871 million of cash by year-end, debt levels are
said to have remained elevated at about $10 billion since the
acquisitions of Hughes Defense and TI Defense. Significant asset
sales, originally expected to reduce debt levels, have not taken
place yet. Moreover, potential liabilities related to the July
2000 sale of Raytheon Engineers & Constructors (RE&C) to the
Washington Group International, Inc. (WGI) could further
constrain the company's ability to rebuild its debt protection
measurements, Moody's says.

Accordingly, Moody's review will focus on Raytheon's progress in
its operating improvement program and will assess the company's
potential to materially improve its operating and cash flow
performance which, despite improvements, is still at low levels.
Particularly, Moody's will keep its eye on the company's debt
reduction program and its ability to materially strengthen its
balance sheet from operating cash flows and divestments.
Implications of Raytheon's exposure stemming from the sale of
RE&C to WGI, which has recently indicated that it is experiencing
significant financial difficulties will also be assessed.

Raytheon Company is based in Lexington, Massachusetts and is a
major aerospace/defense company.


RAYTHEON: On Hook for $450MM if Washington Group Files Bankruptcy
-----------------------------------------------------------------
Raytheon Co., the nation's third-largest defense contractor, may
face payments of up to $450 million over several years if
troubled Washington Group International Inc. (WNG) files for
bankruptcy, according to Dow Jones. The warning sent shares of
the Lexington, Mass., company down as much as 8.4 percent
Wednesday in heavy trading. Raytheon said in a filing last week
that the company may have to incur the costs if Washington Group
seeks bankruptcy protection and fails to complete any of the 12
projects it guaranteed.

Washington Group bought Raytheon Engineers & Constructors in July
for $53 million plus $450 million in assumed liability. The
Boise, Idaho, company said several projects acquired in the
transaction had serious undisclosed problems and have generated
substantial cost overruns and negative cash flows.

The company warned last week that it might file for chapter 11,
blaming a delay in adjusting the purchase price for the Raytheon
unit. That price, Washington Group has said, was based on a
preliminary April 30, 2000, balance sheet and was to be adjusted
after Raytheon produced an audited version. Raytheon, however,
said in the filing that it "does not believe a material purchase
price adjustment will be required." The company said that it
hasn't provided Washington Group with an audited balance sheet
because it had failed to provide the necessary information. (ABI
World, March 8, 2001)


RELIANT BUILDING: Confirmation Hearing Continued to March 14
------------------------------------------------------------
According to documents obtained by BankruptcyData.com, the U.S.
Bankruptcy Court will continue until March 14, 2001 a hearing to
consider confirming Reliant Building Products, Inc.'s Amended
Plan of Reorganization, dated January 26, 2001. The Company has
been operating under Chapter 11 protection since July 11, 2000.
(New Generation Research, March 8, 2001)


SERVICE MERCHANDISE: Court Okays Exclusivity Extension into 2002
----------------------------------------------------------------
According to documents obtained by BankruptcyData.com, the U.S.
Bankruptcy Court approved Service Merchandise Company, Inc.'s
motion for an extension of the exclusive period during which the
company can file a plan of reorganization and solicit acceptances
thereof until January 31, 2002 and April 1, 2002, respectively.
The Company has been operating under Chapter 11 protection since
March 27, 1999. (New Generation Research, March 8, 2001)


SPECIAL METALS: Says It May Default On Certain Covenants
--------------------------------------------------------
Special Metals Corporation (NASDAQ: SMCX), the world's largest
and most-diversified producer of high-performance nickel alloys
reported financial results for the fourth quarter and twelve
months ended December 31, 2000.

Consolidated net sales for the fourth quarter increased 19.2% to
$181.6 million compared with sales of $152.4 million during the
same period in 1999. The Company reported a fourth quarter net
loss of $5.0 million, or $0.44 per share, compared with a net
loss of $12.8 million, or $0.93 per share, in the fourth quarter
of 1999.

For the twelve months ended December 31, 2000, Special Metals
reported net sales of $695.8 million compared with $602.2 million
the year prior. For the 12 months of 2000, the Company posted a
net loss of $31.9 million, or $2.53 per share, and in 1999
reported a net loss of $25.3 million, or $2.05 per share.

The Company's financial performance was impacted by significant
increases in operational costs, primarily attributed to elevated
nickel prices and rising natural gas costs. Although mitigated in
part by pricing modifications, the increased costs, coupled with
the continued weakening of European currencies compared to the
U.S. dollar and the British pound sterling, collectively formed a
challenging operating environment for Special Metals' core
businesses during 2000.

Profitability was also adversely affected during the fiscal year
by slow market conditions in the chemical and petrochemical
industry, resulting in weakened volumes and margins for flat
rolled products produced in the Company's Huntington, West
Virginia and Hereford, England facilities.

Special Metals also said it is likely that it will not be able to
meet certain financial covenants contained in its $289.5 million
credit facility for the rolling four quarters ending June 30,
2001. The Company has commenced discussions with the agent for
its bank group, Credit Lyonnais, to amend the terms of the credit
facility to eliminate prospective covenant defaults and believes
that it has sufficient liquidity to fund operating requirements
while it renegotiates its credit facility.

T. Grant John, Special Metals' President said, "Shipments of the
Company's premium quality bar and billet products to the
aerospace market continued to improve throughout the year and are
projected to remain strong for the foreseeable future. Demand for
products associated with the land-based gas turbine market is
expected to remain high, and the oil and gas markets have shown
signs of improvement as well. In addition, shipments into the
chemical and process industries for repair and maintenance show
some renewed activity. In the aggregate, overall market demand
for our products should enable improved shipment volumes and
financial results in 2001."

John continued, "We are encouraged not only by the substantial
growth of our backlog, but also by improved margins. We continue
to pursue aggressive company-wide cost reduction initiatives with
a focus on strengthening our competitive position and improving
future cash flows."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. The Company's
principal manufacturing facilities are located in New Hartford,
N.Y., Huntington, W. Va., and Hereford, U.K. Its specialty metals
are used in some of the world's most technically demanding
industries and applications, including: aerospace, power
generation, chemical processing, and oil exploration. Special
Metals supplies over 5,000 customers and every major world market
for high-performance nickel-based alloys.


STERLING CHEMICALS: Withdraws From Commodity Textile Business
-------------------------------------------------------------
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXX)
announced its decision to withdraw from the traditional commodity
textile business which will significantly reduce the operations
and staffing at its Santa Rosa, Florida facility.

The announcement comes after recent rationalization and cost
reduction programs have failed to return the business to
profitable levels. The Company made this reduction due to
extremely difficult operating conditions now facing the domestic
textile industry, including conditions caused by the importation
of finished goods by offshore producers and higher energy and raw
materials costs.

Sterling will continue to produce its profitable technical fibers
business products which include: MicroSupreme, CFF, Conductrol,
BioFresh, and WeatherBloc.

Sterling's withdrawal will begin immediately and extend over the
next several months, with an expected reduction in personnel of
approximately 150 employees. As a result of the business
withdrawal, Sterling expects to take a one time cash charge for
severance costs of approximately $3 million and a non-cash charge
of $7-$9 million during the current fiscal quarter.

The Company intends to examine alternative uses of the portion of
the plant that will be idled by the reduction.

Concerning its petrochemicals business, Sterling noted that both
its acrylonitrile and acetic acid plants are currently down for
routine maintenance work. The acrylonitrile turnaround was
accelerated as a result of continued high energy and raw material
costs and slow economic conditions. Both turnarounds are expected
to be completed by March 31, 2001. Additionally, operating rates
for the Company's styrene unit have been reduced as a result of
decreasing demand and margin compression attributable to high
costs of raw materials and energy.

Based in Houston, Texas, Sterling Chemicals Holdings, Inc. is a
holding company that, through its operating subsidiaries,
manufactures petrochemicals, acrylic fibers and pulp chemicals
and provides large-scale chlorine dioxide generators to the pulp
and paper industry. The Company has a petrochemical plant in
Texas City, Texas; an acrylic fibers plant in Santa Rosa,
Florida; and pulp chemical plants in five Canadian locations and
one U.S. site.


SUPERIOR BANK: Standard & Poor's Places Ranking on CreditWatch
--------------------------------------------------------------
Standard & Poor's placed its ranking on Superior Bank FSB on
CreditWatch with developing implications.

The CreditWatch placement follows concern by the Office of Thrift
Supervision (OTS) over deficiencies in the bank's regulatory
capital levels. Superior Bank FSB, a subsidiary of Coast-to-Coast
Financial Corp., has structured a capital restoration plan to be
presented to OTS officials for their consideration.

Superior Bank's residential subprime loan and residential special
servicing operations are both included on Standard & Poor's
Select Servicer List. The complete Select Servicer List is
available on RatingsDirect, Standard & Poor's Web-based credit
and analysis system. Standard & Poor's will continue to monitor
the situation for continuing developments.---CreditWire


TRANS WORLD: Ichan Outlines Stand-Alone Plan of Reorganization
--------------------------------------------------------------
Brian Freeman, Chairman of TWA Acquisition Group ("TAG"),
announced that TAG submitted a revised proposal for a Plan of
Reorganization which substantially increases Carl Ichan-backed
financing commitments for Reorganized TWA.  The financing
proposal increased by approximately $480 million.

The revised plan contains exit financing commitments for in
excess of $1.1 billion that will be injected into TWA in the
following manner:

      (i) $350 million DIP Credit Facility which rolls into an
          Exit Facility upon confirmation,

     (ii) an additional $400 million Exit Facility,

    (iii) a commitment to purchase preferred stock in an amount up
          to $150 million over three years,

     (iv) a commitment to provide bridge financing until the sale
          of Worldspan and

      (v) a $30 million commitment to fund employee training, if
          necessary.

Freeman stated: "This represents a feasible plan for a viable
stand alone, competitive airline which will exit chapter 11 with
cash in excess of $350 million. In addition, it retains one of
the proudest names and workforces in airline industry history."

Freeman continued: "The process which occurred yesterday which
was disguised as a court sanctioned auction was a sham since the
result had been predetermined in an unfair and biased manner. I
am very confident that both the Bankruptcy Court and the
Department of Justice will overturn the defective and inequitable
result that occurred on Wednesday evening. Our proposal was never
given its due consideration by the company or its board as
evidenced by the lack of feedback and dialogue that ensued since
our proposal was first entered on the February 28 deadline."


TRANS WORLD: Judge Walsh Tells Ichan His Bid is Laughable
---------------------------------------------------------
At Friday afternoon and evening and Saturday hearings in
Wilmington, Judge Walsh ruled that the Carl Ichan-backed bid by
TWA Acquisition Group won't be considered.  In short, Judge Walsh
says, the offer doesn't comply with the bidding procedures
established to submit competitive bids for Trans World Airlines'
assets and the Court will defer to the Board of Directors'
business judgment that AMR Corp.'s $742 million offer is the
highest and best.

"Quite frankly, it's almost a joke," Judge Walsh said, waiving
Mr. Ichan's two-page term sheet in the air from the bench.  "It's
an opener for discussion," Judge Walsh observes, but "you're not
going to have that discussion before this judge."

This ruling leaves American Airlines' sweetened $742 million bid
as the only offer left standing.  "The only proposal on the table
according to the procedure is American's, and I'm not going to
substitute my judgment for that of the Board of Directors," Judge
Walsh said.  Judge Walsh concludes that the Board's selection of
the highest and best offer deserves deference because, as David
Resnick, at Rothschild Inc., related to the Court, TWA gave all
bids consideration even though the letter of the law in the
bidding procedures order didn't require TWA to do so.

Edward S. Weisfelner, Esq., of Berlack, Israels & Liberman LLP,
in New York, representing Mr. Icahn, was clearly annoyed.
Attorneys for TWA's bondholders and other creditors were dismayed
that the bidding stops at $742 million.  Judge Walsh indicated
that he finds the economic reality of the situation persuasive:
TWA has run through most of the $200 million DIP financing
extended by American, and needs to borrow another $130 million.
TWA Chief Financial Officer Michael Palumbo advised the Court
that TWA is losing $3 million a day and reminded Judge Walsh that
$92 million in aircraft lease payments come due today and TWA
has just $39 million in cash.

Mr. Weisfelner called the auction process unfair.  The Board's
duty, Mr. Weisfelner argued, is to bring the deal to the Court
that maximizes the value of the estate for the benefit of its
creditors.  Mr. Ichan has bid $1.2 billion for TWA.  Unless TWA's
Board and Rothschild have discovered a technique to redefine the
laws of mathematics, Ichan's $1.2 billion offer tops AMR's $742
million offer.  "You had an opportunity to present an alternative
transaction and you chose not to [follow the bidding
procedures]," Judge Walsh told Mr. Weisfelner.  The rhetoric
escalated.  "I've made my ruling," Judge Walsh finally said.

Saturday, Judge Walsh heard extensive testimony from TWA CEO
William Compton.  Mr. Compton says that unless the Court approves
the American Airlines transaction, TWA will have to be
liquidated.  Bookings, Mr. Compton noted, are 25% lower than last
year and TWA's financial picture is deteriorating rapidly.

To make sure that all of the i's are dotted and t's are crossed
in the final order approving the American Airlines transaction,
Judge Walsh will reconvene with the parties today with the goal
of signing an order by noon.  Also on the table for rubber-
stamping today is TWA's motion seeking bankruptcy court authority
to repudiate the 1995 Karabu contract under which TWA sells
discounted tickets to Mr. Icahn.

Following Judge Walsh's approval of American bid, the deal will
still require approval from federal regulators. American has been
in discussions with the U.S. Justice Department, TWA CFO Michael
Palumbo indicates.


TRANS WORLD: American Responds to Inquiries On Servicing Tel Aviv
-----------------------------------------------------------------
In response to recent inquiries, American Airlines released the
following statement about its decision not to take over TWA's one
daily flight to Tel Aviv if it is the successful purchaser of
TWA's assets:

    American designed its TWA bid to continue service to as many
    of TWA's current destinations as possible. American carefully
    evaluated the financial benefits of TWA's flight to Tel Aviv
    from New York's JFK and concluded that it was not economically
    feasible to continue service at this time. In evaluating the
    flight, American considered a number of factors, including
    revenue projections, market forecasts, projected yields,
    employee contracts, network structure and traffic demand.

Recent speculation from some parties has suggested that TWA's Tel
Aviv flight has been profitable for the last two years. Although
American has not yet seen TWA's detailed financial information
about this flight, TWA has informed the company that its service
to Tel Aviv has lost money in each of the past two years.

Although many of TWA's flights to and from Tel Aviv have -- until
recently -- operated at above-average load factors, the unusually
high cost structure and low fares associated with this flight
made it unprofitable.

In addition, American reviewed Israeli employment law and TWA's
severance obligations to its employees. If American began
operating TWA's service to Tel Aviv, but later had to discontinue
it for financial reasons, American might be expected to take on
TWA's obligations to pay severance to its employees, which could
total as much as $9 million to $18 million. Combined with the
other market factors, this presented an unacceptable financial
risk for the airline.

American recognizes that Israel is an important international
market, and it has evaluated the possibility of initiating
service to Israel several times in the past. American has a
reciprocal frequent flyer agreement with El Al, which flies to
Tel Aviv six times per week from JFK and offers other direct
flights between Israel and the United States. In addition,
American is currently awaiting approval from the Department of
Transportation for a codeshare agreement with Swissair that would
allow service to Tel Aviv through Swissair's hub in Zurich.

American has decided to continue TWA's scheduled service to Cairo
and Riyadh at this time because those routes are profitable. The
negative economic factors existing in Tel Aviv do not apply in
either Cairo or Riyadh.

As previously announced, American submitted a bid to the U.S.
Bankruptcy Court on Feb. 28 to purchase substantially all the
assets of Trans World Airlines, Inc. for $500 million in cash,
plus the assumption of substantially all of TWA's facility and
aircraft leases. At TWA's request, American yesterday (March 7)
increased its bid by $125 million in cash and $117 million in
aircraft security deposits, pre-paid rents and other payments TWA
has made that American would return to TWA. TWA's Board of
Directors has approved American's bid as the best and highest
offer, and the carrier will recommend to the bankruptcy judge
tomorrow that he approve the offer. For more information on
American's proposal, please visit http://www.amrcorp.com/aa-twa
www.amrcorp.com/aa-twa

                     American Airlines, Inc.

American Airlines and its regional airline affiliate, American
Eagle, together serve more than 240 cities in 49 countries and
operate approximately 4,100 daily flights. American Airlines,
which traces its beginnings to 1926, today operates a fleet of
720 modern jetliners and employs more than 103,000 people
worldwide. American Airlines and American Eagle are both wholly
owned by AMR Corp. (NYSE: AMR).


UNITED ARTISTS: Emerges from Chapter 11
---------------------------------------
United Artists Theatre Company announced that its Plan of
Reorganization, which was confirmed by the U.S. Bankruptcy Court
January 22, 2001, became effective as of March 2, 2001. As a
result, the Company has emerged from Chapter 11 protection, under
which it has been operating since September 5, 2000.

In order to consummate its Plan of Reorganization, the Company
has finalized its financing documents, certain other corporate
documents and certain lease amendments associated with
underperforming theatres. The Company has a period of time after
the effective date to reject or accept leases and other contracts
that are being renegotiated.

The Company's President and CEO, Kurt C. Hall, said: "With the
announcement of the effective date of our Plan we can now focus
our full attention on rebuilding our key locations, continuing to
improve our operating performance and rejuvenating the United
Artists franchise. The successful completion of our
reorganization efforts would not have been possible without the
hard work of the Company's employees, the support of the studios
and our other business partners, our equity holders and lenders,
including The Anschutz Corporation. I am especially proud of our
staff and management for persevering through this very difficult
period of time."

United Artists Theatre Circuit, Inc. ("UATC"), the principal
operating subsidiary of United Artists, leases certain properties
from a third party that has issued publicly traded pass-through
certificates. At January 22, 2001, UATC operated 216 theatres
with 1,604 screens.


VENCOR INC.: Seeks To Vacate Order re Hospital Credit Claims
------------------------------------------------------------
Vencor, Inc. advised the Court that the Hospital Credit Claims
(nos. 5444 and 5445) were inadvertently included in their Seventh
Omnibus Objection to Claims and accordingly disallowed by the
Prior Order of the Court.

The Prior Order disallowed or reduced claims in many instances
when claimants had not filed a response to the Objection and were
considered to have consented to the relief requested. However,
Hospital Credit Corp. DBA Puritan had informally responded to the
Objection.

For this matter, the Debtors sought an order vacating the Prior
Order with respect to the Hospital Credit Claims.

The Debtors made it clear that they seek to vacate the Prior
Order with respect to the Credit Hospital Claims solely for the
purposes of continuing their negotiations with the claimants with
respect to the Objection to the Hospital Credit Claims but they
take no position in this motion with respect to the validity of
the Hospital Credit Claims and reserve all their rights with
respect to these claims. (Vencor Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WASHINGTON GROUP: Files Fraud Suit Against Raytheon Co.
-------------------------------------------------------
Washington Group International (NYSE:WNG) has filed suit against
Raytheon Co. and Raytheon Engineers & Constructors International
Inc. (RECI), alleging fraud and seeking rescission and,
alternatively, unspecified damages for breach of contract in the
company's July 2000 acquisition of Raytheon Engineers &
Constructors (RE&C).

The complaint alleges, "Washington (Group) has learned that
significant and material misrepresentations were made to it in
the course of the negotiations of that contract and that material
information was deliberately withheld. Washington (Group)
justifiably relied on those representations to its severe
detriment and, as a result, the business of Washington has been
seriously damaged."

In a separate but related development, Washington Group also
announced that because of Raytheon's noncompliance with the terms
of the RE&C acquisition agreement and the resulting impact on the
company's near-term liquidity, it has ceased certain activities
on two power projects in Massachusetts that were included in the
RE&C acquisition. The company estimates that the cash expenses
needed to complete the projects exceed future cash receipts from
the projects by approximately $380 million. A significant portion
of the cash outflow on these projects is scheduled to occur in
the second quarter of 2001.

Dennis R. Washington, chairman and chief executive officer,
commented, "Never in our company's history have we had to take
this kind of action. Because of Raytheon's actions, the company
has simply reached the point where it no longer has the financial
ability to complete these two RE&C projects without a substantial
infusion of cash. Ceasing activities on these projects was not an
easy decision, but one we were forced to make because of the
effect their negative cash flow has on our company's near-term
viability. This action does not affect any other contract that
the company has in place today. The money we will save by not
having to fund the project expenses will move us closer to our
goal of financial viability."

"Our business, apart from the RE&C contracts, is fundamentally
strong," said Stephen Hanks, president of Washington Group, "but
the RE&C contracts we acquired from Raytheon are causing
significant negative cash flow problems. These undisclosed
problems from projects that were in trouble before we acquired
them are threatening to destroy our company. We will not stand by
and let that happen.

"When the contracts for the power plants were signed, Raytheon
agreed to be the guarantor of these projects," continued Hanks.
"They have simply failed to live up to their responsibilities. We
stand ready to complete these jobs if Raytheon would step up and
assume their contractual responsibilities."

Hanks continued, "All we are asking Raytheon to do is live up to
the terms of the agreements they made with us and with the owner
of the projects. A deal is a deal. If Raytheon had lived up to
their commitments, Washington Group would not find itself in the
position it is in."

Washington Group also announced that it has filed a Form 8-K with
the Securities and Exchange Commission in which the company
states that it now believes that certain pre-acquisition
historical financial statements of RECI, which Washington Group
previously filed with the SEC in connection with the acquisition
of RE&C, may not present fairly, in all material respects, the
financial position of RECI as of the dates of those financial
statements and the results of operations and cash flows of RECI
for the periods presented in those financial statements.

According to the fraud complaint, which was filed Thursday in the
Idaho District Court for the Fourth Judicial District of the
State of Idaho, "Raytheon was highly motivated to sell the RECI
assets as a result of significant business losses experienced in
that business in prior years. ... To sell the RECI assets,
however, Raytheon needed to convince a purchaser that those
earlier losses were aberrations and that the RECI assets had
value. To do this, Raytheon had to suppress information, which
would lead a potential purchaser to discern the magnitude of the
significant adverse problems facing the RECI business."

The complaint further alleges, "Representatives of Washington
began their initial on-site due diligence of the RECI business on
September 28, 1999. The due diligence was hampered by Raytheon's
deliberate withholding of what turned out to be material
information, by Raytheon limiting Washington's access to selected
individuals ... and by Raytheon permitting site visits to only a
limited number of projects. Due diligence was further hampered by
Raytheon's intentional misrepresentations about material facts
with respect to the projects, as well as the company's historical
financial statements and financial projections."

The complaint further alleges that, "Throughout the period of due
diligence, and, in fact, through the closing of the transaction,
Raytheon continued to misrepresent the accuracy of the forecasted
EBITDA potential of the RECI businesses. ... Additionally,
Raytheon justified limiting due diligence by representing that
any discrepancies in the valuation of assets would be cured post-
closing by virtue of a purchase price adjustment provision that
was included in the agreement of sale."

According to the complaint, "Pursuant to various agreements
reached between Washington and Raytheon and RECI, the date by
which Raytheon and RECI were to deliver to Washington the Audited
April Balance Sheet, the Cut-Off Date Balance Sheet and related
financial documents, was extended to January 14, 2001. ...
Raytheon and RECI have not delivered to Washington the Audited
April Balance Sheet and the Cut-Off Date Balance Sheet and
related financial documents. ... Washington has fully complied
with the provisions of the Agreement and is ready, willing and
able to proceed with the purchase price adjustment procedures.
... Washington cannot finalize the purchase price for the
transaction consummated by the Agreement unless and until
Raytheon and RECI deliver to Washington the Audited April Balance
Sheet, the Cut-Off Date Balance Sheet and the related financial
documents."

According to the complaint, "Washington's review is ongoing, and
it continues to uncover significant, previously undisclosed,
adverse facts about the assets acquired, as well as Raytheon's
inappropriate accounting for those assets. Preliminary fourth
quarter financial results indicate a further deterioration of
approximately $200 million. ... As a result of its continuing
post-acquisition in-depth review of the RECI assets acquired, it
has become clear to Washington that Raytheon management
consistently engaged in inappropriate accounting practices and
intentional earnings manipulation by overstating revenue,
understating costs, avoiding recognition of losses and thereby
severely overstating fee (profit) and understating losses on
numerous projects. Moreover, it is clear that this earnings
manipulation continued in late 1999 and the first quarter of 2000
-- at the time that Raytheon was marketing the RECI business to
Washington -- because Raytheon was attempting to meet the $140
million EBITDA target that it was consistently providing to
Washington until the deal closed."

The two power plants under contract are in Massachusetts. The
first is a 1,600-megawatt, gas-fired plant in Everett, Mass.,
with a contract value of approximately $700 million and is the
largest merchant power plant under construction in the United
States today. The second is an 800-megawatt, gas-fired plant in
North Weymouth, Mass., with a contract value of approximately
$411 million. Both plants are scheduled to be completed in the
spring of 2002.

On July 7, 2000, Washington Group paid Raytheon Co. approximately
$53 million and assumed liabilities then estimated to be $450
million to acquire RE&C. The purchase price was based on a
Raytheon-prepared preliminary April 30, 2000, balance sheet and
remains subject to a cash adjustment, based on an audited version
of that statement.

On July 13, 2000, in connection with the acquisition and in
accordance with SEC regulations, Washington Group filed audited
financial statements of RECI as of Dec. 31, 1999 and 1998, and
for the years ended Dec. 31, 1999, 1998 and 1997, and unaudited
financial statements of RECI as of and for the quarters ended
April 2, 2000, and April 4, 1999, as well as unaudited pro forma
condensed combined financial statements of Washington Group for
the year ended Dec. 3, 1999, and as of and for the quarter ended
March 3, 2000, as exhibits to its Current Report on Form 8-K
dated July 7, 2000.

Following the acquisition, Washington Group undertook a rigorous
review of all major RE&C projects acquired for the purpose of
making a preliminary allocation of the acquisition price to the
net assets acquired. Based on the results of that review,
Washington Group now believes that the historical financial
statements of RECI referred to above may not present fairly, in
all material respects, the financial position of RECI as of the
dates presented and the results of operations and cash flows of
RECI for the periods presented. Washington Group has, both orally
and in writing, expressed its concerns about these financial
statements to, and has requested responses from, Raytheon Co. To
date, Raytheon has not responded to any of Washington Group's
concerns.

Accordingly, the company believes that investors should not rely
on the historical financial statements of RECI referred to above
or on the unaudited pro forma condensed combined financial
statements referred to above, which are derived from historical
financial statements of RECI.

Washington Group International Inc. is an international
engineering and construction firm with more than 39,000 employees
at work in 43 states and more than 35 countries.


WEIRTON STEEL: Reorganizes Management Staff To Reduce Costs
-----------------------------------------------------------
In response to the negative economic environment within the steel
industry, Weirton Steel Corp. (NYSE: WS) reported it has taken
additional action to lower costs by decreasing its management
staff by approximately 10 percent.

After this reduction, the company will operate with 630 exempt
employees. Since 1996, Weirton Steel's management staff has been
reduced by 39 percent. Its unionized work force totals 3,500.
Weirton Steel has been adversely affected by, among other
factors, a slowing economy, import surges and increased energy
costs.

"Weirton Steel, like most domestic producers, continues to be
negatively affected by factors working against our industry. It
is very unfortunate that we were forced to take this action
today. We wish nothing but the best for these men and women,"
said John H. Walker, president and chief executive officer.

In addition to the staff reduction, Weirton Steel has undertaken
other cost-reduction initiatives in recent months including:
temporarily idling a blast furnace; reducing capital expenditures
for 2001; negotiating new vendor agreements; eliminating
discretionary expenditures; and curtailing operations during
Christmas and Thanksgiving weeks, which resulted in temporary
layoffs of more than 1,000 employees. The cost-savings measures
are designed to help the company's current and future viability.

Since the steel import crisis began in 1998, nearly 15,000 steel
industry jobs have been lost and 16 steel companies have filed
bankruptcy, eight in the last six months. At the end of 2000, the
domestic steel industry was operating at less than 65 percent of
its capacity.

Weirton Steel is the eighth largest U.S. integrated steel company
and produces hot-rolled, cold-rolled, galvanized and tinplated
steel.  Web site: http://www.weirton.com.


BOND PRICING: For the week of March 12-16, 2001
-----------------------------------------------
Following are indicated prices for selected issues:

AMC Ent 9 1/2 '05                 80 - 82
Amresco 9 7/8 '04                 52 - 54
Asia Pulp & Paper 11 3/4 '05      30 - 32 (f)
Chiquita 9 5/8 '04                48 - 50 (f)
Conseco 9 '06                     84 - 85
Federal Mogul 7 1/2 '04           24 - 26
Globalstar 11 3/8 '04             11 - 12 (f)
Oakwood 7 7/8 '04                 40 - 42
Owens Corning 7 1/2 '05           27 - 29 (f)
PSI Net 11 '09                    18 - 22
Revlon 8 5/8 '08                  48 - 49
Saks 7 '04                        83 - 85
Sterling 11 3/4 '06               57 - 58
Teligent 11 1/2 '07                7 - 9
TWA 11 3/8 '06                    12 - 16 (f)

                            *********

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

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

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

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

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

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

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

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

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

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