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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

              Wednesday, March 7, 2001, Vol. 5, No. 46

                             Headlines

ANKER COAL: Commences Preferred Stock for Secured Note Exchange
BRIDGE INFORMATION: Honoring Prepetition Customer Obligations
CHAMPION ENTERPRISES: S&P Cuts Ratings To Low B's
CLARIDGE: Files Third Amended Plan Of Reorganization
CLARION CBO: Moody's Places Three Classes Of Notes On Watch

COLORADO GREENHOUSE: Disclosure Statement Hearing is on April 11
DRYPERS CORP.: Bankruptcy Judge Okays $69.5 Million Asset Sale
FINOVA GROUP: Discloses Senior Management Changes
GWI INC: Has Until March 16 to Decide On Corporate HQ Lease
HARNISCHFEGER: Beloit Taps Lincoln as Sandusky Valuation Advisor

ICG COMMUNICATIONS: Committee Retains Morris as Local Counsel
INNOFONE CANADA: Canadian Creditor Petitions for Receiving Order
INTEGRATED HEALTH: Toyota Motor Seeks Relief From Automatic Stay
KEVCO: Universal Forest Buying Sunbelt Wood Components Division
LAROCHE INDUSTRIES: Disclosure Statement Hearing Set for March 27

LERNOUT & HAUSPIE: New Chief Forces Co-founder Jo Lernout Out
LERNOUT & HAUSPIE: May Close Korean Operations
LOEWEN: Proposes Using 9% Discount Rate To Present Value Claims
LOEWS CINEPLEX: Seeks To Reimburse Investors $1 Million For Fees
LTV CORPORATION: US Trustee Tussles with Jones Day Over Conflicts

LTV CORPORATION: Chase, Abbey & Abelco Back $700MM DIP Financing
NORD RESOURCES: Stipulated Order Releases Over $5 Million Assets
OWENS CORNING: Committee Retains Houlihan as Investment Banker
PACIFIC AEROSPACE: Closes on New $13.8 Million Financing Deal
PARACELSUS HEALTHCARE: Court To Continue Confirmation Hearing

PAUL HARRIS: Unable to Get Financing to Implement Chapter 11 Plan
PNV INC: Bondholders Tap Andrews & Kurth LLP as Committee Counsel
PRANDIUM INC.: Restaurant Operator Reports Fiscal 2000 Results
PRIMARY HEALTH: Case Western Ready to Purchase Mt. Sinai Property
RSL COMM.: Moody's Lowers Senior Debt Ratings To Ca From Caa3

SERVICE MERCHANDISE: Moves To Assume 9 Go-Forward Stores Leases
STAN LEE: To Appeal Nasdaq's Move To Delist Securities
THERMATRIX INC: Court Confirms Second Amended Chapter 11 Plan
TRANS WORLD: Freeman Group Pushes Ichan-Financed Stand-Alone Plan
TRANS WORLD: Worldspan Rebuffs Galileo's "Disruptive" Bid

US OFFICE: Files For Chapter 11 To Facilitate Asset Sales
US OFFICE: Chase Manhattan Extends $35 Million DIP Loan
US OFFICE: Case Summary & List Of 21 Largest Unsecured Creditors
VANGUARD AIRLINES: J.F. Shea Increases Equity Stake by 2MM Shares
VENCOR: Summary Of Claims Treatment Under The 4th Amended Plan

WHEELING-PITTSBURGH: Hiring Workers' Compensation Professionals

* Meetings, Conferences and Seminars

                            *********

ANKER COAL: Commences Preferred Stock for Secured Note Exchange
---------------------------------------------------------------
Anker Coal Group, Inc. has commenced an offer to exchange up to
38,006 shares of new convertible preferred stock for up to
$38,006,000 principal amount of its 14.25% Series B Second
Priority Senior Secured Notes due 2007. There are currently
$126.7 million aggregate principal amount of notes outstanding.
In the exchange, holders may exchange each $1,000 principal
amount of notes tendered for one share of preferred stock with a
liquidation preference of $1,000. If more than $38,006,000
principal amount of the notes are tendered, the notes will be
exchanged on a pro rata basis in proportion to the amount of
notes tendered by each participating holder. If the holders of
$38,006,000 principal amount of notes exchange their notes on
these terms, $38,006,000 liquidation preference of the new
preferred stock would be issued and those shares would be
convertible into substantially all of the then outstanding common
stock of the company on a fully-diluted basis. As part of the
exchange offer, interest will be paid on all notes that are
accepted for exchange through the exchange date.

The terms of notes not exchanged in the offer will remain
unchanged. The offer will expire at 12:00 midnight on March 23,
2001 unless extended. The exchange offer is subject to a number
of conditions, including the tender of at least $34,205,000
aggregate principal amount of the notes, consent by the company's
senior lenders to the exchange offer, certain consents and
waivers by the company's existing common and preferred
stockholders and the deposit of sufficient funds with the trustee
of the notes to make the interest payment due on April 1, 2001.

In addition, the company announced that in connection with (but
not as a condition to the exchange offer it has requested that
its senior lenders amend its credit facility to temporarily relax
certain restrictions on its borrowings under that facility. There
can be no assurance that these conditions will be satisfied, that
the exchange offer will be completed or that an amendment to the
credit facility will be successfully negotiated.

The Bank of New York is acting as the exchange agent in this
exchange offer.

Anker Coal Group, Inc. and its subsidiaries produce and sell coal
used principally for electric generation and steel production in
the eastern United States.



BRIDGE INFORMATION: Honoring Prepetition Customer Obligations
-------------------------------------------------------------
"The Debtors are a service business in a highly competitive
environment," David Roscoe, President for Bridge Information
Systems, Inc., told Judge McDonald at the First Day Hearing.
"The key to preserving any substantial value, either to support a
standalone plan of reorganization or any sale transaction of the
Debtors' business on a going concern basis, depends upon the
Debtors' ability to maintain their relationships with their
existing customer base."

Prior to the Petition Date, the Debtors entered into numerous
contracts with customers, pursuant to which the Debtors agreed to
provide support services to customers who pay for their financial
data services. While these arrangements vary by customer, they
generally involve the Debtors dispatching technical service
engineers on a pre-determined scheduled basis to the location of
the customers for regular check-ups on equipment. In addition,
the Debtors typically agree to provide quick response technical
service in the event of technical difficulties in the service
provided to customers under the Customer Contracts. These
technical support services are among the most visible provided to
the Debtors' customers and are identified as the most appreciated
in customer surveys. The Debtors need to continue to honor these
Customer Contracts in order to sustain their business.

In the ordinary course of their business, the Debtors have also
accepted Prepayments from certain customers for various services
or parts. The Debtors must permit customers to apply these
pre-petition prepayments against parts and services that are
provided on a post-petition basis to maintain customer goodwill
and the Debtors' reputation in the industry.

Thus, the Debtors sought authority, in their discretion, to honor
their pre-petition Customer Contracts and obligations arising out
of Customer Prepayments, in the ordinary course of business and
without further notice or application to the Court, provided
however that the Debtors shall not expend in excess of $3,000,000
in connection with such prepetition obligations without the
consent of the DIP Lenders to such expenditures in excess of
$3,000,000.

If this request were not granted, Mr. Roscoe related to Judge
McDonald, Bridge believes that existing customers may terminate
their relationships, and Bridge's ability to attract new
customers will be significantly impeded. This would result in a
substantial loss of value for all parties in interest in these
cases. Allowing the Debtors to continue to honor prepetition
Customer Contracts and obligations arising out of Customer
Prepayments in the Debtors discretion during the period prior to
a confirmation hearing will be relatively inexpensive in relation
to the potential harm to the Debtors' business that might occur
if the obligations were not honored, and will not be prejudicial
to the interests of any other parties.

Judge McDonald found that the $3,000,000 request is reasonable
and held that it is appropriate for the Court to use its powers
under 11 U.S.C. Secs. 363 and 105(a) to grant the Motion, as the
relief requested is critical to the preservation of the Debtors'
business and the Debtors' ability to reorganize. Nothing in this
Motion or his Order, Judge McDonald made it clear, should be
construed to give rise to any administrative claim against the
Debtors' estates. The Debtors expressly reserve their right to
assert that any obligations arising under pre-petition Customer
Contracts do not constitute administrative expenses of the
Debtors' estates. (Bridge Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CHAMPION ENTERPRISES: S&P Cuts Ratings To Low B's
-------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Champion
Enterprises Inc. to double-'B'-minus from double-'B'. In
addition, ratings were lowered on the company's public senior
notes to single-'B' from double-'B'-minus. The outlook is
negative.

The rating actions reflect deteriorated debt coverage measures,
expectations for continued weak operating performance, reduced
financial flexibility, and ongoing concern regarding weak
industry fundamentals.

Champion Enterprises climbed to its current position as the
largest manufacturer and third-largest retailer in the industry
through its aggressive consolidation activities over the past
five to six years. The growth propelled sales past $2 billion and
enabled rapid expansion in the company's market share (to about
20%) at both the retail and manufacturing level. However, the
widely reported inventory overhang continues to negatively impact
most industry participants. Standard & Poor's does not expect
that inventory levels will return to balance until 2002. While
the industry's manufacturing capacity has contracted materially
and retail inventory levels have improved (by about 40,000 units
over the past 18 months), continued constraints at the consumer-
lending level are serving to lengthen the time required to absorb
the current oversupply of manufactured homes. In addition, new-
unit sales have and will continue to compete with higher levels
of repossessed units as lenders seek to liquidate a greater
number of defaulted loans.

Despite inefficiencies due to low volume and costs to close and
consolidate plants, the company's manufacturing segment managed
to remain slightly profitable for the year, generating $51
million of income on $1.6 billion of revenue (a 3.3% margin).
However, the retail segment operated at a loss for the year,
losing $9 million on sales of $607 million. Through its focus on
reducing retail inventory and other cash management initiatives,
Champion Enterprises generated $115 million of cash flow from
operations in 2000. In addition, in response to deteriorating
industry conditions, management reassessed the value and useful
life of its retail-related goodwill. As a result the company took
a $190 million noncash impairment charge. As the first three
months of the year are seasonally slow, even in the best of
times, Standard & Poor's expects the company to operate at a loss
for at least the first quarter and possibly through the second
quarter. Debt/EBITDA, which has climbed over the past 12 months
to 7.5 times (x) (adjusted for nonrecurring items) from 2.6x,
will weaken further, and EBITDA interest coverage, which is
currently just under 1.7x (adjusted for nonrecurring items), will
face compression and will remain at very low levels for the next
year.

The company currently has about $339 million of debt, comprised
of $114 million in retail floor plan financing and $225 million
in longer-term debt, the bulk of which is unsecured. However,
management has been asked by its largest floor plan lender
(Conseco Finance Corp. rated single-'B'-minus/stable) to further
reduce its current outstandings due to concentration issues.
Standard & Poor's expects that replacement financing will be more
costly for the company and may be difficult to obtain in the
current environment. Management does, however, have access to $50
million of cash as well as the full balance on its $75 million,
secured bank credit facility, which matures in 2003. The two-
notch differential between the company's revised corporate credit
rating and the rating on the existing $200 million of senior
unsecured notes reflects the structural subordination relative to
lenders that are now fully secured, as well as the potential for
higher general usage of the facility than has historically been
the case.

OUTLOOK: NEGATIVE

Standard & Poor's expects that industry shipments of manufactured
homes will contract by another 10% in 2001 before conditions
improve in 2002. During this period the Champion Enterprises'
debt protection measures will remain under pressure as the
company seeks to more aggressively rationalize its operations in
order to lower production and sales levels, Standard & Poor's
said.


CLARIDGE: Files Third Amended Plan Of Reorganization
----------------------------------------------------
Claridge Hotel and Casino Corp. filed a Third Amended Joint Plan
of Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court in Camden, New Jersey.  The Company has been
operating under Chapter 11 protection since August 16, 1999. (New
Generation Research, March 5, 2001)


CLARION CBO: Moody's Places Three Classes Of Notes On Watch
-----------------------------------------------------------
Moody's Investors Service related that it is placing on review
for possible downgrade three Classes of Notes issued by Clarion
CBO, Ltd. These are:

      (1) the U.S. $224,000,000 Senior Notes, due 2009,

      (2) the U.S. $51,000,000 Second Priority Senior Notes, due
          2009, and

      (3) the U.S. $10,000,000 Senior Subordinated Notes, due
          2009.

Approximately $285 million of debt securities are said to be
affected.

According to Moody's, reasons for the watchlist action are the
continued deterioration in the credit quality of the underlying
collateral portfolio and sizable par loss. Moody's said that as
of the last monthly report distributed, over 19% of the
portfolio's investments were rated Caa1 or lower (including
defaulted securities) and that the Average Portfolio Rating test
was being violated.

Also, Moody's noted that the Second Priority Par Value Test was
being violated, as were the Maximum Cumulative Maturity Profile
Test and the Collateral Debt Securities Requirements.

The deterioration of credit quality experienced by the portfolio,
as well as significant par loss, has increased the expected
losses associated with these rated classes to the point where the
risks may no longer be consistent with the current ratings,
Moody's said.


COLORADO GREENHOUSE: Disclosure Statement Hearing is on April 11
----------------------------------------------------------------
Colorado Greenhouse Holdings, Inc. and its affiliates filed a
Joint Disclosure Statement and plan on February 9, 2001. Pursuant
to the order of the court, a hearing will be held on the adequacy
of and to approve such Disclosure Statement on April 11, 2001, at
9:00 AM in the U.S. Bankruptcy Court, District of Colorado.  Any
objections must be filed not less than 10 days prior to the
hearing on the adequacy of the Disclosure Statement.


DRYPERS CORP.: Bankruptcy Judge Okays $69.5 Million Asset Sale
--------------------------------------------------------------
A U.S Bankruptcy Court judge has approved the sale of diaper
maker Drypers Corp.'s business units to four separate buyers for
a total of $69.5 million, according to the Associated Press. The
sale proceeds will not cover the $240 million the company owed
creditors when it filed for bankruptcy protection in October.
Judge William Greendyke Thursday approved the last and largest of
the deals, the $38.5 million sale of Drypers' North American
business unit to Hong Kong-based diaper maker DSG International.

On Wednesday, Greendyke approved the sale of Drypers' South
American operations to Mexico-based Stronger Corp. and its Puerto
Rican operations to Irving, Texas-based Kimberly-Clark. Navis
Capital Partners is buying Drypers' Malaysian operations under a
deal approved last week. All four sales could be complete by next
week and a hearing to divide proceeds among several debtors is
set for May 8. The Houston-based Drypers makes its own brand of
diapers and private-label products for retailers like Wal-Mart
and Kroger. (ABI World, March 5, 2001)


FINOVA GROUP: Discloses Senior Management Changes
-------------------------------------------------
The FINOVA Group Inc. (NYSE: FNV) announced that its board of
directors has elected board member G. Robert "Bull" Durham as
Chairman and has elected General Counsel William J. Hallinan to
the additional positions of President and Chief Executive
Officer. FINOVA also announced that Matthew M. Breyne has
resigned as the company's President and Chief Executive Officer.
John W. Teets has retired as Chairman, but will remain on the
board of which he has been a member since March 1992.

"We are entering a new era for FINOVA," said Mr. Durham. "The
board of directors, Berkadia, FINOVA's management and employees
are committed to completing the reorganization process with a
successful outcome for all. All of us at FINOVA thank Matt Breyne
for his many years of dedicated service and leadership. We also
thank John Teets for his efforts in helping to bring together
exceptionally strong financial partners for FINOVA and look
forward to working with him as a continuing board member."

Mr. Durham has been a member of FINOVA's board since its spin-off
from The DIAL Corporation in March 1992. He formerly served as
Chairman, President and Chief Executive Officer of Walter
Industries and Phelps Dodge Corporation.

Mr. Hallinan has served FINOVA as Senior Vice President, General
Counsel and Secretary since 1992. He formerly served as Vice
President, Associate General Counsel of FINOVA's former parent
company, The Dial Corporation.

On February 27, 2001, The FINOVA Group Inc., Berkshire Hathaway
Inc. and Leucadia National Corporation announced that they had
entered into an agreement to provide FINOVA with a $6 billion
loan in connection with a restructuring of all outstanding bank
debt and publicly traded debt securities of FINOVA Capital
Corporation. The restructuring will be accomplished pursuant to
bankruptcy proceedings under Chapter 11 of the United States
Bankruptcy Code.

The FINOVA Group Inc., through its principal operating
subsidiary, FINOVA Capital Corporation, is a financial services
company focused on providing a broad range of capital solutions
primarily to midsize business. FINOVA is headquartered in
Scottsdale, Ariz., with business development offices throughout
the U.S. and London, U.K., and Toronto, Canada. For more
information, visit the company's website at www.finova.com.


GWI INC: Has Until March 16 to Decide On Corporate HQ Lease
-----------------------------------------------------------
By order entered on February 16, 2001, the US Bankruptcy Court
for the District of Delaware, extended the time within which GWI
Inc., the debtors, may move to assume or reject the unexpired
non-residential lease for the debtors' corporate offices located
at 520 Lake Cook Road, Suite 100, Deerfield, Illinois.

The period within which the debtors may move to assume or reject
the unexpired lease is extended through and including March 16,
2001.


HARNISCHFEGER: Beloit Taps Lincoln as Sandusky Valuation Advisor
----------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Beloit sought to employ and retain Lincoln Partners as
a valuation advisor to render services in connection with a
valuation of Beloit's 50% ownership in Sandusky International,
Inc., a non-debtor affiliate of Harnischfeger Industries, Inc.

Sandusky is involved in the manufacture of ferrous and nonferrous
centrifugal castings for primarily the pulp and paper industry,
as well as a variety of other industrial markets. The sale of the
50% ownership interest in Sandusky will bring cash into Beloit's
estate for distribution to creditors. Under the Plan of
Reorganization for Beloit, the assets of Beloit and its debtors
subsidiaries will be placed into a Liquidating Trust. A Plan
Administrator will be appointed to administer the Liquidating
Trust.

Beloit sought authorization to enter into an agreement with
Lincoln Partners with respect to the services that Lincoln
Partners will provide to Beloit. Beloit submitted that such
services are necessary because substantially all of Beloit's
operating assets have been sold. Lincoln Partners' services are
required to determine the fairness of the consideration received
by the estate for Sandusky.

The Debtor believes that Lincoln Partners is well-qualified to
provide the services contemplated in a cost-effective, efficient,
and timely manner. On a regular basis it provides merger and
acquisition services with respect to transactions with a value up
to $200 million. In doing so, Lincoln Partners regularly renders
fairness opinions and conducts business valuations. Such services
are rendered to both sellers and buyers. Moreover, Lincoln
Partners has performed work previously for Beloit related to
Sandusky and is familiar with the business, Beloit tells the
Court.

The terms of the retention provide that Beloit will pay to
Lincoln Partners a $40,000 flat fee for rendering valuation
services relative to Sandusky. Immediately upon Court approval of
the Agreement, Beloit will transfer that sum to Lincoln Partners.
That fee will be deemed earned at the time paid. In addition,
Beloit will pay Lincoln Partners its reasonable expenses in an
amount not to exceed $2,500, and is authorized to do so upon
receipt of an invoice from Lincoln Partners. Within a reasonable
time after concluding the services identified, Lincoln Partners
agrees to file a fee application with the Court identifying the
services rendered and the expenses incurred.

Lawrence J. Lawson, III, a Managing Director of Lincoln Partners
revealed in his affidavit that Lincoln Partners has rendered
certain services to Beloit prior to the petition date, including
services in connection with efforts to sell Beloit's interest in
Sandusky. However, Lincoln Partners is not and was not an
investment banker for any outstanding security of the Debtor and
has not been, within three years before the date of the filing of
the petition, an investment banker for a security of the Debtor,
Mr. Lawson says.

Specifically, Mr. Lawson revealed that:

      -- Lincoln Partners has sold, or currently is in the process
of selling, a number of castings or forging related businesses.
Lincoln Partners has sold on behalf of Beloit two castings
companies that produced products for the pulp & paper markets.

      -- Lincoln Partners was engaged in July 1996 to represent
Beloit in the sale of their Beloit Castings Division, which
closed in July 1997.

      -- Lincoln Partners was engaged in August 1996 to assist
Beloit in their discussions with Sandusky and with J.M. Voith
Gmbh related to Voith's possible interest in Sandusky.

      -- In July 1997 Lincoln Partners was engaged to represent
Beloit in the sale of their J&L Fiber Services subsidiary to
Precision Castparts, Corp., which Lincoln Partners has
represented in the past. That transaction closed in October 1997.
J&L Fiber Services has asserted a claim of over $750,000 against
the estate.

      -- Lincoln Partners was engaged in August 1997 to assist
Beloit in their discussions with Groupe Laperriere & Verreault,
Inc. relating to the possible sale of Beloit's Sherbrook facility
or other merger & acquisition transactions involving GL&V.

      -- Lincoln Partners was engaged in August 1997 to assist
Beloit in their discussions to acquire Vaahto OY.

      -- Lincoln Partners was engaged in March 1999 to assist
Beloit in their efforts to sell their 50% interest in Sandusky.

Lincoln Partners has concluded that it does not represent
entities on the list provided to it by Beloit holding the 100
largest claims against the estate.

Lincoln Partners asserted that it is owed $72,020.98 for services
rendered to Beloit prior to the petition date. Some of those
services consisted of representing Beloit in the potential sale
of its 50% interest in Sandusky. Simultaneously with the entry of
an Order approving the Application, Lincoln Partners will waive
any prepetition claims against Beloit.

Mr. Lawson submitted that to the best of his knowledge,
information and belief, and except as disclosed in the affidavit,
neither he nor Lincoln Partners, hold or represent an interest
adverse to the estate, or have any connection with the Estate or
to Beloit, its directors, shareholders, any major creditors, or,
any other party in interest, or their respective accountants and
attorneys, or the United States Trustee or any person employed by
the United States Trustee.

Mr. Lawson also submitted that to the best of his knowledge,
information and belief and as except as respect to Beloit's
retention of Lincoln Partners as a valuation advisor interest in
Sandusky, Lincoln Partners is a "disinterested person" as that
term is defined under section 101(14) of the Bankruptcy Code, as
modified by section 1107(b) of the Bankruptcy Code.

Beloit believes that the retention of Lincoln Partners on the
terms under the Agreement is in the best interests of the
bankruptcy estate. (Harnischfeger Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ICG COMMUNICATIONS: Committee Retains Morris as Local Counsel
-------------------------------------------------------------
As its local Delaware counsel, ICG Communications, Inc.'s
Official Committee of Unsecured Creditors proposed to employ
Morris, Nichols, Arsht & Tunnell, effective retroactively to the
Petition Date. The Committee respectfully submitted that it will
be necessary to employ and retain Morris Nichols to, among other
things:

      (a) Advise the Committee with respect to its rights, duties
and powers in these cases;

      (b) Assist and advise the Committee in its consultations
with the Debtors relative to the administration of these cases;

      (c) Assist the Committee in analyzing the claims of the
Debtors' creditors and in negotiating with such creditors;

      (d) Assist with the Committee's investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' businesses;

      (e) Assist the Committee in its analysis of, and
negotiations with, the Debtors or their creditors concerning
matters related to, among other things, the terms of a plan or
plans of reorganization for the Debtors;

      (f) Assist and advise the Committee with respect to its
communications with the general creditor body regarding
significant matters in theses cases;

      (g) Represent the Committee at all hearings and other
proceedings;

      (h) Review and analyze all applications, orders, statements
of operations, and schedules filed with the Court, and advise the
Committee as to their propriety;

      (i) Assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives; and

      (j) Perform such other legal services as may be required and
are deemed to be in the interests of the Committee in accordance
with the Committee's statutory powers and duties.

The Committee proposed to pay Morris Nichols its customary hourly
rates in effect from time to time. Morris Nichols' current hourly
rates for work of this nature are:

      Partners                    $320 to $440
      Associates                  $150 to $290
      Paraprofessionals           $100 to $125
      File clerks                 $ 50

William H. Sudell, Jr., a partner with Morris Nichols, advised
Judge Walsh that neither Morris Nichols, any partner, counsel or
associate, nor Mr. Sudell, represents any interest adverse to the
Committee, the Debtors, or their estates in the matters upon
which Morris Nichols is to be engaged. However, Mr. Sudell also
advised that, along with Wachtell, Morris Nichols represented an
informal committee of bondholders in these cases prior to the
formation of the Committee. In addition, from time to time Morris
Nichols may have represented or may represent parties with
interests in the Debtors' cases on matters unrelated to these
Chapter 11 cases. These parties are The Chase Manhattan Bank,
Wells Fargo Bank, Qwest Broadcasting, Lucent Technologies, Inc.,
Nortel Networks, Inc., and Sun Microsystems, Inc. (ICG
Communications Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INNOFONE CANADA: Canadian Creditor Petitions for Receiving Order
----------------------------------------------------------------
Innofone.com Inc. (NQB:INNF) announced that its principal
subsidiary, Innofone Canada Inc., was served on March 1st, 2001
with a Petition for a Receiving Order pursuant to Section 43 of
the Bankruptcy & Insolvency Act of Canada.

This petition was filed by a creditor and requests that Innofone
Canada Inc., be adjudged bankrupt on the grounds that it has
"ceased to meet its obligations generally as they become due". A
hearing on the Petition is scheduled on March 13th, 2001 before
the Registrar of the Bankruptcy and Insolvency Division of the
Superior Court for the District of Montreal situated at 10 St.
Antoine Street East, Room 16.10 at 9:00 a.m.

The Company does not believe that Innofone Canada Inc. has
committed any act or failed to do anything in the course and
conduct of its business that would give rise to the granting of
such an Order as requested by the Petitioner creditor. The
Company further believes that although a dispute exists between
Innofone Canada Inc., and the Petitioner/Creditor, the dispute
should be resolved by discussions and/or resort to the civil
court process and not pursuant to Canadian Bankruptcy
legislation.

The Company intends to retain Counsel in the Province of Quebec
and move to strike the requested Petition. The Company believes
the Petition is without merit, and Innofone Canada, Inc., intends
to vigorously defend this action.


INTEGRATED HEALTH: Toyota Motor Seeks Relief From Automatic Stay
----------------------------------------------------------------
Toyota Motor Credit Corporation complained that Integrated Health
Services, Inc. have been failing to make post-petition payments
for the lease of a new 1998 Toyota Camry pursuant to a Closed End
Motor Vehicle Lease Agreement entered into by Integrated
Healthcare LLC and Ronald Dreskin on August 17, 1998. The
Contract provides for the payment of $13,109.33 in 36 equal
monthly installments of $356.12 each.

Toyota Motor further told the Court that Debtor has no equity in
the vehicle inasmuch as the payoff of this loan is $17,655.51 and
the vehicle is valued for trade-in purposes at $13,350.00.

Toyota therefore moved the Court for relief from the automatic
stay pursuant to 11 U.S.C. Section 362(d)(1) and (d)(2). The
Movant does not specify what further action it plans to take if
the automatic stay is lifted as requested. (Integrated Health
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KEVCO: Universal Forest Buying Sunbelt Wood Components Division
---------------------------------------------------------------
Universal Forest Products, Inc. (Nasdaq: UFPI) announced that one
of its wholly owned subsidiaries agreed with Kevco Manufacturing,
L.P. ("Kevco") to acquire certain assets of Kevco's Sunbelt Wood
Components Division. The assets include component- manufacturing
facilities in North Carolina, Alabama, Georgia and Arizona, which
serve the manufactured housing and industrial markets. The
transaction, which requires bankruptcy court approval, is
expected to be completed by the middle of April 2001.

William G. Currie, UFPI's chief executive officer stated, "The
manufactured housing industry is going through difficult times
right now, but it will recover, and when it does, this
acquisition will make us an even stronger supplier. The addition
of these facilities will enable us to make more efficient use of
our assets to serve not only the manufactured housing customers,
but also the industrial and Do-It-Yourself (D-I-Y) markets."

"Since Kevco's bankruptcy filing, there has been tremendous
concern about their ability to continue supplying the
manufactured housing market," said Michael B. Glenn, Universal's
President. "We want our customers to know we are committed to
supply their needs through these difficult market conditions."

Universal Forest Products(R) markets, manufactures, and engineers
products for D-I-Y retail home centers, structural lumber
products for the manufactured housing industry, engineered wood
components for the site-built construction market and specialty
wood packaging for various industries. For information about
Universal Forest Products(R) on the Internet, please contact the
company's investor relations web site at www.ufpi.com , or call
1-888-Buy-UFPI.


LAROCHE INDUSTRIES: Disclosure Statement Hearing Set for March 27
-----------------------------------------------------------------
On February 16, 2001, Laroche Industries Inc. and its affiliate
filed a First Amended Joint Plan of Reorganization and their
Disclosure Statement. A hearing will be held on March 27, 2001 at
2:00 PM in the US Bankruptcy Court, 824 Market Street,
Wilmington, DE to consider the adequacy of the information
contained in the Disclosure Statement.

Co-counsel to the debtors are Alston & Bird LLP and Young Conaway
Stargatt & Taylor LLP.


LERNOUT & HAUSPIE: New Chief Forces Co-founder Jo Lernout Out
-------------------------------------------------------------
The new chief executive of embattled speech technology firm
Lernout & Hauspie Speech Products NV (L&H), Philippe Bodson, has
forced out the company's co-founder, Jo Lernout, The Wall Street
Journal reported. Lernout is the only person from past management
who had hung on as an executive through the accounting scandal
that landed the software company in bankruptcy proceedings.
Bodson told a news conference in Brussels on Friday that Lernout
had resigned from his position as chief technology officer at the
end of February, but that L&H would continue to "tap his know-how
whenever we need it."

Lernout's departure completes a housecleaning initiated by ex-CEO
John Duerden. Duerden was himself removed as CEO in January in a
board coup orchestrated by Lernout and a handful of directors
close to him. Bodson didn't accuse Lernout of any wrongdoing, but
said his departure was intended to make a complete break with the
past and "re-establish our credibility." Bodson said L&H's seven
remaining directors would also step down after a shareholders'
meeting on April 27 and would be succeeded by new, independent
directors. (ABI World, March 5, 2001)


LERNOUT & HAUSPIE: May Close Korean Operations
----------------------------------------------
According to a press conference, Lernout & Hauspie Speech
Products, NV's chief executive officer, Philippe Bodson,
announced the possibility of shutting down the Company's Korean
operations following an internal audit. Bodson further commented
that the Company is currently working on restating its past
financial figures and that the Company will probably not book
revenue from Korea.

Separately, Bodson also stated that the Company is currently
operating without a chief financial officer and chief operating
officer in technology. Bodson further expressed desires to
replace the entire board of directors in order to regain public
confidence and, specifically, that co-founder and former chief
technology officer, Jo Lernout, has had no position with the
Company since late February 2001. L&H has been operating under
Chapter 11 protection since November 29, 2000. (New Generation
Research, March 5, 2001)


LOEWEN: Proposes Using 9% Discount Rate To Present Value Claims
---------------------------------------------------------------
The Loewen Group, Inc. told the Court that they have identified
certain claims in which the Claimants, in determining the amount
of the Claims, summed the aggregate nominal amount of the future
payments to be made by the Debtors. In addition, the Claimants
have included in the Claims amounts for postpetition interest,
late fees, attorneys' fees or other charges (the Improper
Interest, Fees and Charges).

Each of the Claims was asserted or scheduled in respect of
obligations arising under a non-interest bearing, unsecured
promissory note or agreement evidencing a long-term, non-interest
bearing, unsecured debt obligation. In each instance, the
applicable Promissory Note requires the applicable Debtor to make
regular payments over time to the Claimant. None of the balances
under any of the Promissory Notes was accelerated prior to the
Petition Date, the Debtors advised Judge Walsh.

Because the amounts asserted in the Claims reflect the
undiscounted aggregate amount of the outstanding payments in the
future under the Promissory Note, to allow a full recovery would,
in effect, over-compensate the claimants by the interest earning
power of the money in their hands now.

Therefore, a reduction of an award to present value is
necessitated, the Debtors asserted. In consultation with their
financial advisors, the Debtors have applied a discount rate of
9% per annum to the Claims. The Debtors believe this is in
accordance with the Bankruptcy Code and case law.

In this regard, the Debtors cited Section 502(b) of the
Bankruptcy Code which provides that, with respect to a claim as
to which an objection has been made, the bankruptcy court, after
notice and a hearing, "shall determine the amount of such
claim . . . as of the date of the filing of the petition." Faced
with the issue of discounting of claims, . . . courts
consistently have interpreted this provision of the Bankruptcy
Code to require that a discount rate must be applied to determine
the allowed amount of the claim, as taught in In re Winston
Mills. Inc., 6 B.R. 587, 599-600 (Bankr. S.D.N.Y. 1980).

Bankruptcy courts, the Debtors noted, have held that the
appropriate discount rate to be applied to determine the allowed
amount of a claim is the rate of return available to a
"reasonably prudent investor." The Debtors believe that the 9%
per annum rate satisfies the 'reasonably prudent investor'
standard, and in fact the minimum discount rate that should be
applied to the Claims.

Accordingly, the Debtors sought the Court's authority to reduce
each of the 53 Claims listed in Exhibit A attached to the motion
to the amounts as indicated in the Exhibit on the bases that: (a)
the Claims should be reduced to present value, as of the Petition
Date, by the application of a 9% per annum discount rate; and (b)
the Claims should be reduced by the amount of any Improper
Interest, Fees and Charges included in the Claims. (Loewen
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LOEWS CINEPLEX: Seeks To Reimburse Investors $1 Million For Fees
---------------------------------------------------------------
Loews Cineplex Entertainment Corp. will seek court permission to
reimburse its stalking horse bidder's $1 million for fees and
expenses spent in connection with negotiating a proposed bailout
of the troubled movie theater chain. The U.S. Trustee acting in
the case opposes the reimbursement, saying it's premature because
the proposal put forth by Canadian conglomerate Onex Corp.,
Oaktree Capital Management LLC and Pacific Capital Group Inc. is
"still subject to many conditions and ultimately, may not be
consummated." Loews' request for court approval to reimburse the
three investors' fees and expenses is a condition to the
proposal, according to court papers. (ABI World, March 5, 2001)


LTV CORP.: U.S. Trustee Tussles with Jones Day Over Conflicts
-------------------------------------------------------------
Donald M. Robiner, the United States Trustee for Region 9, has
objected to the Debtors' Application to employ the law firm of
Jones, Day, Reavis & Pogue as its lead bankruptcy counsel. The
Trustee announced he is concerned about the representation of
these estates by Jones Day at the same time the firm is
representing Chase Manhattan Bank, the agent and lender under the
Receivables/Inventory Credit Facilities; the Bank of Nova Scotia,
a lender under those facilities; the Bankers Trust Company, an
unsecured creditor and lender under those facilities; Five
Finance Corporation, a secured lender; Mellon Bank N.A., another
lender under the Receivables/Inventory facilities and a lessor;
Merrill Lynch & Co., a secured lender, and National City Bank, a
secured lender.

In an effort to resolve the Trustee's concerns that the applicant
meet the requirements of the Bankruptcy Code regarding
disinterestedness, the Trustee asked that Jones Day assure him
that none of the applicant's attorneys who render services for
the Debtors will represent any of the Debtors' significant
secured creditors in any matter while the Debtors' bankruptcy
cases are pending. Jones Day refused to provide the requested
assurance. Absent this assurance, the US Trustee told Judge Bodoh
Jones Day does not meet the Code's requirement of
disinterestedness. The Trustee brought to Judge Bodoh's attention
holdings that current representation of a debtor's secured
creditor in matters unrelated to the bankruptcy, without more,
taints the attorney's employment as general bankruptcy counsel
with the appearance of a conflict, and is sufficient grounds to
deny approval of employment. Even where the creditor and debtor
consent to representation, the attorney should be disqualified
where there is a "significant" relationship with a secured
creditor. In this case, the Trustee believes the relationship
between Jones Day and the Debtors' creditors are sufficient to
warrant denial of the application for employment. Even if there
is no actual conflict present, the totality of Jones Day's
representation of at least seven of the Debtors' secured
creditors is enough to demonstrate that Jones Day has loyalties
to interested parties other than the Debtors.

Jones Day replied to this argument, saying that it has determined
that it does not represent any interests adverse to the state, is
disinterested, and can properly represent the Debtors in these
cases. While Jones Day represents or has represented numerous
potential parties in interest in matters unrelated to these
Chapter 11 cases, Jones Day has not and will not represent any of
these parties in matters related to the Debtors or these Chapter
11 cases, and has not identified any conflicts of interest or
other interests adverse to the estates.

                    Jones Day Responds

Jones Day told Judge Bodoh that the Trustee is seeking to impose
a more stringent standard than is supported by the Bankruptcy
Code or warranted under the circumstances. Jones Days said this
standard hasnot been imposed on it in any other Chapter 11 case
in this District or elsewhere, and asked that the Trustee's
objection be denied. Jones Day further said that no creditor is
"significant", in that no one client represents 1% or more of its
practice. Jones Day also pointed out that there is no authority
supporting the imposition of a 1% standard to determine the
significance of a professional's client. Further, Jones Day told
Judge Bodoh that the Trustee has not even suggested that there is
any actual conflict of interest in the firm's representation of
the Debtors and creditors in matters unrelated to the estates.
The ability of a debtor's counsel to represent creditors of the
estate in unrelated matters - provided that there is no actual
conflict of interest - is especially important in a "mega-case"
of the size and complexity presented here. Absent such a rule,
the most qualified law firms routinely would be disqualified from
representing the large and complex corporate debtors that are
most in need of these firms' services. Accordingly, application
of the requirements proposed by the Trustee would only serve to
harm the interests of large corporate debtors and their creditors
by denying their bankruptcy estates access to legal
representation by the most qualified counsel, even where there is
no conflict of interest.

Jones Day told Judge Bodoh the firm does not know the level of
each of the lenders' participation in the Term Loan or other
credit facility or, at any particular point in time, if all of
these parties remain participants in these facilities. Thus,
unlike the situation where one financial institution holds all or
substantially all of the Debtors' secured debt, it is not
apparent that any of the secured parties represent "significant
secured creditors" of the Debtors. Accordingly, Jones Day does
not believe that its relationship with the secured parties, on an
individual or collective basis, in matters unrelated to these
Chapter 11 cases presents any conflict issues or requires Jones
Day to provide any further assurances of disinterestedness.

Jones Days pointed out that it has already demonstrated its
sensitivity to its obligation to zealously represent the Debtors
by utilizing special counsel, Hennigan, Bennett & Dorman, to
represent the Debtors in matters related to the credit
facilities. Jones Day suggested that the Trustee's objection
should be denied and the firm's employment approved.

                Jones Day's Supplemental Disclosure

Jones Day has supplemented its disclosure of relationships in
connection with its relationship with USX Corporation, the
proposed purchaser of the Debtors' tin facilities. Since the
filing of the Petition Jones Day has provided limited advice to
USX in connection with a matter that Jones Day previously had
been engaged by USX to review. These services primarily relate to
the evaluation of certain business transactions and relationships
with third parties in the steel industry unrelated to the Debtors
and these Chapter 11 cases. Jones Day anticipates that it will
continue to provide such services to USX in the future. Jones Day
assured Judge Bodoh it will not represent USX in any matters
relating to the Debtors or their Chapter 11 cases.

Jones Day has previously worked with the law firm of Akin, Gump,
Strauss, Hauer & Feld, LLP, which Jones Day understands may be
retained to represent a noteholders' committee in this case.  In
the previous case of Purina Mills, Inc., Jones Day represented
the debtors and Akin Gump represented the official committee of
unsecured creditors. Jones Day also represents U.S. Bank Trust
N.A., an indenture trustee for unsecured notes, in real property
matters; its affiliate U.S. Bank N.A., and U.S. Bancorp. U.S.
Bancorp is the parent of a member of former client Mobilemedia
Communications Creditors' Committee. Jones Day also represents
Offitbank, and its parent Wachovia Bank, in bankruptcy/
restructuring, corporate, finance, lending, trusts and
estates. (LTV Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LTV CORPORATION: Chase, Abbey & Abelco Back $700MM DIP Financing
----------------------------------------------------------------
The LTV Corporation (OTC Bulletin Board: LTVCQ) filed a motion in
the U.S. Bankruptcy Court for an order approving new debtor-in-
possession financing facilities of approximately $700 million.

The new facilities will enable LTV to continue the normal
operation of its businesses, maintain the confidence of
customers, suppliers and creditors and make needed capital
improvements. The new facilities also will enable LTV to pursue
essential changes to its operations that will improve the long-
term financial health of the company.

"With these competitive debtor-in-possession financing
facilities, we are now positioned to focus on restructuring LTV's
integrated steel operations and take other actions needed to put
this company on a strong, competitive footing for the future,"
said William H. Bricker, chairman and chief executive officer of
The LTV Corporation.

The new financing arrangements consist of two components:

(1) A Replacement Facility will provide a term loan and letters
     of credit totaling about $600 million (the amount outstanding
     under the previous working capital agreements) and will
     resolve the dispute and litigation concerning the Interim
     Order issued by the Court on December 29, 2000. The Facility
     will be funded by the previous inventory lenders and
     receivables lenders. Chase Manhattan Bank will act as the
     agent and Abbey National Treasury Services plc will serve as
     co-agent.

(2) A Working Capital Facility will provide $100 million of
     additional financing in the form of a $35 million term loan
     facility and an undrawn $65 million revolving credit
     facility. The Facility is to be arranged by Abelco Finance
     LLC.

The new financing arrangements are subject to final documentation
and approval of the bankruptcy court. The Facilities mature on
June 30, 2002, or upon the substantial consummation of a
confirmed plan of reorganization, whichever occurs first.

The LTV Corporation is a manufacturing company with interests in
steel and metal fabrication. LTV's Integrated Steel segment is a
leading producer of high-quality, value-added flat rolled steel,
and a major supplier to the transportation, appliance, electrical
equipment and service center industries. LTV's Metal Fabrication
segment consists of LTV Copperweld, the largest producer of
tubular and bimetallic products in North America and VP
Buildings, a leading producer of pre-engineered metal buildings
for low-rise commercial applications.


NORD RESOURCES: Stipulated Order Releases Over $5 Million Assets
----------------------------------------------------------------
Nord Resources Corporation (OTC Bulletin Board: NRDS) announced
that on March 2, 2001, the U.S. Bankruptcy Court for the District
of New Mexico entered a stipulated order directing the trustee of
certain "Rabbi Trusts," established by former management of Nord,
to transfer assets of the trusts to Nord as debtor-in-possession.

The trustee and Nord stipulated to the order. The assets to be
transferred are in excess of $5 million and will be placed in a
segregated, interest-bearing, fully insured account. The
stipulated order provides that disbursement of the assets may be
made only upon Court order after notice to beneficiaries of the
trusts, creditors, and counsel of record. "With the appropriate
court order, we hope to use these assets, along with additional
project financing that we are seeking from lenders, to
rehabilitate and develop Nord's Johnson camp copper mine near
Benson, AZ," said John Champagne, Nord President and CEO.

Under the terms of a January 3, 2001 Revised Consent Order
related to Johnson Camp Mining District, concluded between the
Arizona Department of Environmental Quality and Nord, Nord may
redevelop and operate the mine and solvent extraction-
electrowinning plant at Johnson Camp to bring it into compliance
with permit and regulatory requirements. Nord began work on March
2, in accordance with the construction schedule, on various
projects mandated by the Order. Nord filed a reorganization case
under Chapter 11 of the U.S. Bankruptcy Code on February 22,
2001.

Nord Resources is a publicly traded mining and exploration
company.


OWENS CORNING: Committee Retains Houlihan as Investment Banker
--------------------------------------------------------------
John P. McDonagh, Managing Director of The Chase Manhattan Bank,
Co-chairperson of the Official Committee of Unsecured Creditors,
asked that Judge Walrath approve the Committee's employment of
the accounting firm of Houlihan, Lokey, Howard & Zukin, Inc., as
the Committee's financial advisor and investment banker in Owens
Corning's Chapter 11 cases, and that this employment be approved
retroactively to November 1, 2000, the date on which Houlihan
commenced postpetition services. Mr. McDonagh told Judge Walrath
the Committee was unable to file this application earlier because
of the due diligence Houlihan needed to perform with respect to
asbestos and tobacco matters which the Committee described as
"central"  to these Chapter 11 cases.

The Committee anticipates that Houlihan will render financial
advisory, investment banking, and related services to the
Committee as needed throughout the course of these Chapter 11
cases. Specifically, Houlihan will provide:

      (a) Valuation analyses of the Debtors as a going-concern, in
whole and part;

      (b) Valuation analyses of the Debtors' asbestos exposure;

      (c) Review of and consultation on the financing options for
the Debtors, including proposed DIP financing;

      (d) Review of and consultation on the potential divestiture,
acquisition and merger transactions for the Debtors;

      (e) Review of and consultation on the capital structure
issues for the reorganized Debtors, including debt capacity;

      (f) Review of and consultation on the financial issues and
options concerning potential plans of reorganization, and
coordinating negotiations with respect to these;

      (g) Review of and consultation on the Debtors' operating and
business plans, including an analysis of the Debtors' long-term
capital needs and changing competitive environment;

      (h) Testimony in court on behalf of the Committee, if
necessary; and

      (i) Any other necessary services as the Committee or the
Committee's counsel may request form time to time with respect to
the financial, business and economic issues that may arise.

As compensation for its services, Houlihan will be entitled to
receive a fee of $250,000 per month, commencing as of November 1,
2000, for a period of 24 months, and subsequently a monthly fee
of $200,000 for the duration of the Debtors' Chapter 11 cases.

The Debtor is to indemnify Houlihan, its employees, agents,
officers, directors, attorneys, shareholders or controlling
person in any legal or administrative action, suit, proceeding,
investigation or inquiry, regardless of the legal theory or the
allegations made in connection therewith, directly or indirectly
in connection with, arising out of, based upon, or in any way
related to (i) the engagement, (ii) the services that are the
subject of the engagement, (iii) any document or information,
whether verbal or written, referred to or supplied to Houlihan,
(iv) the breach of the representations, warranties, or covenants
by the Debtors, (v) Houlihan's involvement in the Chapter 11
case or any part, (vi) any filings made by or on behalf of any
party with any governmental agency in connection with this case,
(vii) the case, or (viii) proceedings by or on behalf of any
creditors or equity holders of the Debtors. On demand, the
Debtors are to advance or pay promptly reasonable attorney's fees
and other expenses and disbursements, including the cost of any
investigation and related preparation, as they are incurred. The
Debtors also hold Houlihan and the related persons harmless
against any and all losses, claims, damages, liabilities, costs
and expense to which the indemnified person or persons may become
subject.

Donald V. Smith, Senior Managing Director of Houlihan, assured
Judge Walrath that Houlihan does not have or represent any
interests materially adverse to the interest of the debtors or
their estates, creditors or equity interest holders, and is a
"disinterested" person within the meaning of the Bankruptcy Code.
However, in the interests of full disclosure, Mr. Smith advised
that Houlihan has or does represent First Union National Bank,
John Hancock Advisors International Ltd., John Hancock Advisors,
Inc., John Hancock Financial Services, Inc., Oaktree Capital
Management LLC, PPM America, Inc., Prudential Insurance Company
of America, Prudential Investments, Debevoise & Plimpton, Ernst &
Young, Kim & Chang, KPMG Peat Marwick LLP, Lazard Freres & Co.,
Orrick Herrington & Sutcliffe, PricewaterhouseCoopers LLP, White
& Case, American International Group, Reliance Insurance Company,
CSX Transportation, Goldman, Sachs & Co., Inc., Law Offices of
Peter Angelos, Fleet National Bank, Bank of Tokyo-Mitsubishi
Ltd., GE Capital Commercial Finance, and SunTrust Bank.

In addition to these disclosures, Mr. Smith advised Judge Walrath
that Houlihan has provided financial advisory services to
Reliance Group holdings, the parent company of Reliance Insurance
Company, one of the Debtors' insurance carriers, on matters that
are not related to the Debtors' Chapter 11 cases or any other
asbestos litigation. Further, Houlihan has worked previously,
currently works, and likely will work in the future, with a
variety of legal and financial institutions, some of which
represent potential parties in interest, including Debevoise &
Plimpton, Ernst & Houng, Kim & Chang, KPMG Peat Marwick, Lazard
Freres, Orrick Herrington & Sutcliffe, PricewaterhouseCoopers,
White & Case, and the Law Offices of Peter G. Angelos, and other
attorneys, accountants, and financial consultants. None of these
business relations constitute an interest adverse to the
committee in the matters upon which Houlihan is likely to be
employed.

Mr. Smith further advised that Houlihan have sponsored a number
of investment funds that have made investments in a wide range of
enterprises in which one or more of the potential parties in
interest may have been involved, directly or indirectly.
Specifically, Prudential Securities, GE Capital Corporation,
Fleet Capital, and Mellon Ventures have interests in one or more
investment funds in which a Houlihan affiliate is a general
partner.

Houlihan has provided financial advisory services to certain
parties involved in litigation against certain companies in the
tobacco industry, including consultation with certain states and
their legal counsel regarding the profitability of the tobacco
industry. In one such case, Houlihan was retained by the Law
Offices of Peter G. Angelos. Houlihan was also retained by legal
counsel to certain plaintiffs that brought suit against certain
tobacco manufacturers to conduct debt capacity analysis on the
ability of domestic tobacco manufacturers to make litigation
settlement payments. Houlihan was retained by a tobacco
manufacturer in connection with the valuation of certain
trademarks that had previously been sold to another tobacco
manufacturer.

By order, Judge Walrath agreed and approved the Committee's
employment of Houlihan on the terms and for the compensation
stated in the Application, nunc pro tunc to November 1, 2000.
However, Judge Walrath limits the indemnification provision to
exclude any claim arising from, related to, or in connection with
Houlihan's postpetition performance of any other services unless
such postpetition services and indemnification are approved by
Judge Walrath. Further, the Debtors will have no obligation to
indemnify Houlihan for any claim or expense that is either (i)
judicially determined, the determination having become final, to
have arisen solely from Houlihan's gross negligence, bad faith,
or willful act. (Owens Corning Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC AEROSPACE: Closes on New $13.8 Million Financing Deal
-------------------------------------------------------------
Pacific Aerospace & Electronics, Inc. (Nasdaq: PCTH), a
diversified manufacturing company specializing in metal and
ceramic components and assemblies, closed a loan of approximately
$13.8 million from an institutional lender. The Company used
approximately $9.5 million of the proceeds to repay its existing
revolving line of credit in the U.S. and to pay an interest
payment on its outstanding senior subordinated notes that was due
on February 1, 2001. The remainder of the proceeds will be used
to replace the Company's line of credit in the U.K. with proceeds
from the loan, to pay transaction costs, and to provide working
capital.

"We are pleased to close this financing transaction. It has
allowed us to replace our lines of credit and to bring the
interest payments on our senior subordinated notes current before
an event of default occurred," said Don Wright, President and CEO
of the Company. "We continue to anticipate that this loan will
help us bridge the gap while we proceed with our efforts to sell
Aeromet International."

Under the terms of the loan, the Company borrowed approximately
$13.8 million from the lender, with a term of two years. The loan
bears interest at 18% per annum, payable quarterly. The Company
has the option to defer and accrue a portion of the interest, up
to 5% per annum, for up to a year at the time of any interest
payment. The loan is secured by the assets of the Company and its
U.S. subsidiaries. The Company may repay the notes at any time
without a penalty, and the Company will be required to repay $7.5
million of the notes upon the sale of Aeromet International. The
Company also issued to the lender warrants to purchase 4,036,978
shares of the Company's common stock at $.001 per share. The
Company is required to file a registration statement to register
the resale of the shares issuable upon exercise of the warrants.
Upon effectiveness of the registration statement and exercise of
the warrants, the lender will be able to make public resales of
those shares.

Pacific Aerospace & Electronics, Inc. is an international
engineering and manufacturing company specializing in technically
demanding component designs and assemblies for global leaders in
the aerospace, defense, electronics, medical, telecommunications,
energy and transportation industries. The Company utilizes
specialized manufacturing techniques, advanced materials science,
process engineering and proprietary technologies and processes to
its competitive advantage. Pacific Aerospace & Electronics, Inc.
has approximately 1,000 employees worldwide and is organized into
three operational groups -- U.S. Aerospace, U.S. Electronics and
European Aerospace. More information may be obtained by
contacting the company directly or by visiting its Web site at
http://www.pcth.com.


PARACELSUS HEALTHCARE: Court To Continue Confirmation Hearing
-------------------------------------------------------------
Paracelsus Healthcare Corporation (OTC Bulletin Board: PLHCQ)
announced that the Hearing to consider Confirmation of its
Chapter 11 Plan of Reorganization set for March 2, 2001 has been
continued.

Previously, the Court had continued the Confirmation Hearing in
order to permit time to address matters regarding two proofs of
claim previously filed by an unidentified private person on
behalf of the United States and the State of California. Such
matters included conducting a hearing on both the Company's
objection to the claims and on a motion to estimate those claims.

The Company entered into settlement negotiations with parties to
the claims in the latter part of February 2001. As a result of
the advanced status of these negotiations, the Court has deferred
both the hearing on the claims as well as the Confirmation
Hearing. The Court has not yet set a new date for a hearing
regarding confirmation of the Company's Plan of Reorganization
pending resolution of the Company's settlement negotiations on
the claims, which the Company is attempting to conclude promptly.

If the settlement discussions conclude successfully, the Company
would hope to confirm its Plan of Reorganization shortly
thereafter. Should negotiations not be successful, the Court is
likely to set hearings on the claims and later to hold the
Confirmation Hearing.

Paracelsus Healthcare Corporation, a public company listed on the
OTC Bulletin Board, was founded in 1981 and is headquartered in
Houston, Texas. Including a hospital partnership, Paracelsus
presently owns the stock of hospital corporations that own or
operate 10 hospitals in seven states with a total of 1,287 beds.


PAUL HARRIS: Unable to Get Financing to Implement Chapter 11 Plan
-----------------------------------------------------------------
Paul Harris Stores, Inc. (OTC: PAUHQ) said it has been unable to
obtain the financing or vendor support needed to implement the
plan of reorganization which it filed with the United States
Bankruptcy Court on February 13, 2001.

The reorganization plan was based on the Company continuing to
operate 166 stores and could only be implemented if the Company's
suppliers, landlords and principal lender agreed on terms for the
shipment and payment for additional inventory for the Company's
stores. The efforts to obtain such cooperation have not been
successful.

The Company is in the process of developing a plan for the
orderly liquidation of the Company's operations through
discussions with the representatives of its lender, creditors,
landlords and others under the supervision of the Bankruptcy
Court. The liquidation plan will feature store closing sales and
sales of other assets.

The Company also stated that it could not predict the extent to
which its assets would be sufficient to satisfy the claims of
creditors. However, the Company expects that no assets will be
available for distribution to shareholders.

Glenn Lyon, president and chief executive officer, said, "This
unfortunate action marks the end of an era. Throughout its 52-
year history, Paul Harris has faced numerous challenges, but had
always emerged successful due to its committed team of associates
at every level, and a loyal customer base.

"Over the past twelve months the management team has diligently
worked to improve all areas of our operations to better serve the
wardrobe needs of our customer base. The customers' reaction to
the changes were extremely positive, based upon the rate of sales
of the new product since November. However, we were unable to
obtain the bridge financing and vendor cooperation necessary to
sustain the company through the confirmation of the
reorganization plan."


PNV INC: Bondholders Tap Andrews & Kurth LLP as Committee Counsel
-----------------------------------------------------------------
The Official Committee of Bondholders of PNV Inc. f/k/a Park 'N
View, Inc. sought an order authorizing the employment of Andrews
& Kurth LLP as counsel to the Committee, nunc pro tunc the
Petition Date.

Andrews & Kurth will provide the following professional services:

      (a) Render advice to the Committee with respect to its
rights, powers and duties under the Bankruptcy Code;

      (b) Prepare all necessary motions, pleadings, orders,
applications, adversary proceedings, and other legal documents
necessary in the representation of the Committee in this case;

      (c) Protect the interests of the Committee in all matters
pending before the Court in this case;

      (d) Assist the Committee in selecting other professionals
that the Committee deems necessary to assist the Committee in
this case;

      (e) Represent the Committee in negotiations with the debtor
and other  interested parties in connection with a plan of
reorganization.


PRANDIUM INC.: Restaurant Operator Reports Fiscal 2000 Results
--------------------------------------------------------------
Prandium, Inc. (OTC Bulletin Board: PDIM) announced that sales
for the fiscal year ended December 31, 2000 were $424.6 million,
including sales of $112.4 million from its former El Torito
restaurant division which was sold on June 28, 2000. Restaurant
level cash flow totaled $42.6 million in 2000, which included
$18.7 million from the former El Torito operations, as compared
to $64.8 million in 1999. For fiscal 2000, Prandium's earnings
before interest, taxes, depreciation and amortization (EBITDA)
totaled $14.8 million versus $32.0 million in 1999.

The company reported a 23 cent loss per share, or $41.8 million,
in 2000, versus a 20 cent loss per share, or $36.5 million, in
1999. Of the 2000 loss, $30.8 million was related to interest
expense throughout the year and $56.3 million was related to a
fourth quarter provision for divestitures and write-down of long-
lived assets, including $47.8 million related to the write-off of
Koo Koo Roo goodwill which was determined to be unrecoverable.
Partially offsetting these losses was a gain of $60.7 million
related to the El Torito division sale.

Sales in the fourth quarter of 2000 were $75.6 million, a
decrease of 40.8% from 1999 primarily due to the absence of the
former El Torito division sales and the operation of 10 fewer
Chi-Chi's restaurants. Fourth quarter 2000 losses were $74.3
million, or 41 cents per share, versus $14.1 million, or 8 cents
per share, in 1999. The losses in the fourth quarter of 2000
included the $56.3 million provision for divestitures and write-
down of long-lived assets discussed above.

Prandium chairman, president, and chief executive officer, Kevin
S. Relyea, commented on the 2000 results. "It was a difficult
year. Much of our attention was focused on the sale of El Torito
and the subsequent down-sizing of our G&A support structure while
continuing to manage our other brands. We have major goals to
accomplish over the next year as we work to improve our
businesses and restructure the company's debt."

As previously announced, Prandium's subsidiary FRI-MRD
Corporation elected not to pay the semi-annual interest payments
past due on its outstanding long term debt. Prandium also
announced that it elected not to pay the interest payment that
came due on February 1, 2001 on its outstanding long-term debt.

Under the terms of the note agreements governing the FRI-MRD debt
and the indentures governing the Prandium debt, these non-
payments of interest became "Events of Default" and the holders
of such debt have become entitled to certain rights, including
the right to accelerate the debt. In addition, the vesting of the
right (whether or not exercised) of the holders to accelerate the
debt caused an "Event of Default" to occur under Prandium's
Credit Facility with Foothill Capital Corporation and Foothill
became entitled to certain rights.

Prandium continues to negotiate with certain creditors to
determine an acceptable capital restructuring of Prandium and its
subsidiaries. There can be no assurances that Prandium will be
able to successfully negotiate with its creditors or successfully
resolve its capital structure.

Prandium(TM) operates a portfolio of full-service and fast-casual
restaurants including Koo Koo Roo(R), Hamburger Hamlet(R), and
Chi-Chi's(R) in the United States and also licenses its concepts
outside the United States. Prandium, Inc. is headquartered in
Irvine, California.


PRIMARY HEALTH: Case Western Ready to Purchase Mt. Sinai Property
-----------------------------------------------------------------
A bankruptcy court in Wilmington, Delaware, has accepted Case
Western Reserve University's $1 million bid to purchase the
former Mt. Sinai Medical Center.

Bankruptcy court judge Mary F. Walrath issued this ruling after a
February 15 hearing, and after some additional work to settle
remaining issues that took several days.

The 14-acre property is located on East 105th Street about a
third of a mile northwest of the center of campus.

"The primary reason for acquiring this property is to provide for
long- term expansion of the University over the next few
decades," said President David Auston, who cited the property's
14-acre size as attractive.

The property became available after its owner, the for-profit
company Primary Health Systems (PHS), filed for bankruptcy
protection in March 1999. PHS was headquartered in Delaware.

The bankruptcy court had set a February 8 deadline for submitting
other bids to purchase the property, but no other organizations
submitted bids.

"This was a very pleasant surprise, because we knew there were
other organizations making inquiries and getting information
about the property," said Kenneth Kutina, CWRU's vice president
for institutional planning. Kutina and G. Christopher Meyer, an
attorney with Squires, Sanders & Dempsey, represented the
University at the February 15 hearing.

The University currently occupies 155 acres in University Circle,
according to Kutina. Adding the Mt. Sinai property would increase
the size of CWRU's campus by about 10 percent.

Buildings on the site currently represent 870,000 square feet of
space, including areas that are convertible to laboratory
purposes.

CWRU will retain and renovate part of the existing complex to
accommodate biomedical research laboratories, core
instrumentation and other equipment, ancillary support functions,
and related incubator facilities. The plan also calls for
locating additional institutional activities in other portions of
the complex.

Renovation of selected portions of the complex carries an
estimated total cost of $50 million. Work is expected to begin on
this project within one year.

The University hopes to identify a partner institution that could
develop a neighborhood health care clinic on the site.

"This is a great opportunity to take some major steps forward on
our strategic priorities of supporting technology transfer
activities and expanding biomedical research on campus," Kutina
said. "We'll make it part of our campus and will develop the site
so that it will be an asset to us and the community."


RSL COMM.: Moody's Lowers Senior Debt Ratings To Ca From Caa3
-------------------------------------------------------------
Moody's Investors Service cut the senior unsecured debt ratings
of RSL Communications PLC to Ca from Caa3.  Approximately $1.7
billion of debt securities are affected.

According to Moody's, the ratings action follows RSL's recent
announcement that it has suspended interest payments due on March
1, 2001 on its following debt obligations, 9-1/8% senior notes
maturing March 1, 2008, 12-7/8% senior notes maturing March 1,
2010, and 12-7/8% Euro notes maturing March 1, 2010. The company
has also indefinitely deferred payment of interest and principal
on its $100 million loan facility provided by Ronald S. Lauder,
Moody's said.

At September 30, 2000, RSL had approximately $98 million in cash
(of which approximately $48 million was attributable to
subsidiaries deltathree.com and Telegate and not necessarily
available to fund the core operations of RSL) and $54 million in
short-term marketable securities, relates Moody's. In addition,
the company is also said to have had access to a $100 million
loan facility provided by Ronald S. Lauder the company's chairman
and principal shareholder, of which $25 million was drawn at
September 30, 2000. RSL's cash requirements for operating
activities, capital expenditures, and acquisitions for the first
nine months of 2000 totaled about $480 million. As of September
30, 2000, Moody's estimated RSL's asset coverage of total debt
(calculated as Net PP&E/Net Debt, excluding the undrawn amount
under the loan facility and prior to the recent sale of Telegate
Holdings and other assets) was between 30 - 35%.

Notwithstanding the receipt of the Euro300 million from the
recent sale of Telegate Holdings, Moody's says that the outlook
remains negative.

The details of the rated issues are provided by Moody's as
follows:

      * Senior Implied downgraded to Ca from Caa3

      * Issuer Rating downgraded to Ca from Caa3

      * Guaranteed Senior notes downgraded to Ca from Caa3:

        -- $172.5 million 12.25% senior notes due 2006

        -- $200 million 9.125% senior notes due 2008

        -- $328 million 10.125% senior discount notes due 2008

        -- DM 296 million 10% senior discount notes due 2008

        -- $100 million 12% senior notes due 2008

        -- $200 million 10.5% senior notes due 2008

        -- $175 million 9.875% senior notes due 2009

        -- Euro 100 million 12.875% senior notes due 2010

        -- $100 million 12.875% senior notes due 2010

      * Preferred Stock rated "c":

        -- $100 million Series A convertible preferred stock.

RSL Communications is based in Hamilton, Bermuda and maintains
executive offices in New York.  Hoover's relates that RSL --
controlled by Ronald S. Lauder, the son of Estee Lauder --
provides telecom services to more than 1 million small and
midsized business and residential customers in more than 30
countries, with half of its sales come from Europe.  RSL also
provides mobile phone service, broadband Internet access, and
other data services in several countries, including Australia,
Canada, Germany, and the UK.  The carrier has a network with
some 71 switches worldwide, and it owns and leases its fiber
capacity.  RSL controls deltathree.com, an Internet protocol
(IP) telephony provider.  Chairman Lauder owns 28% of RSL and
controls 57% of the voting stock.


SERVICE MERCHANDISE: Moves To Assume 9 Go-Forward Stores Leases
---------------------------------------------------------------
Service Merchandise Company, Inc. told Judge Paine that the
extension of the deadline for the assumption and rejection of
real property leases has been a critical factor in permitting
them to evaluate and maximize the value of their real estate
assets. Specifically, the disposition program which culminated in
the sale of 78 properties netted them approximately $80 million
in proceeds, the rejection of over 91 leasehold interests saved
them several million dollars per year in operating expenses. The
extension has also enabled the Debtors to implement a real estate
Renovation Program at a cost of approximately $750,000 and a
Subleasing Program for their Go-Forward Stores in connection with
their 2000 business plan. The Section 365 deadline has been
extended until plan confirmation ro the majority of the Debtors'
leases. However, the deadline for the assumption/rejection of 34
leases covering the Objecting Go-Forward Stores has been extended
to March 31, 2001 only.

Of these 34 leases, the Debtors, in their business judgment after
consultation with their real estate advisors, have determined
that it is appropriate at this time to assume nine of the
underlying leases for the Go- Forward Stores. These are:

Store   Location         Parties to Lease            Cure Amount
-----   --------         ----------------            -----------
19      Stuart, Florida  Compson Associates of FL       None
                          (landlord)
                          SMCO, Inc. (tenant)

72      Evansville, IN   General Growth Properties      None
                          predecessor in interest to
                          SDG Macerich Properties,
                          L.P. (landlord)
                          SMCO, In.c (tenant)

81      Burlington, MA   Betsey J. Sherman and          None
                          Helen M. Goldkemp, as
                          Trustee of Burlington Mall
                          Realty Trust, predecessor
                          In interest to E and A
                          Northeast Limited
                          Partnership (landlord)
                          SMCO, Inc. (tenant)

98      Bloomingdale, IL C.Y.A., Inc. as                $145,973
                          predecessor in interest to
                          Simon Property Group (IL), L.P.
                          (landlord)
                          SMCO, Inc. (tenant)

176     West Melbourne,  West Melbourne Associates,     None
         FL               predecessor in interest to
                          Kimco West Melbourne Associates
                          Predecessor in interest to
                          Kimco West Melbourne Associates,
                          (landlord)
                          SMCO, Inc. (tenant)

303     Altamonte Spring, C.C. Altamonte Joint Venture  $165,460
         FL                (landlord)
                           SMCO, Inc. (tenant)

482     Orlando, FL      Village Associates, Ltd. as    $73,014
                          predecessor in interest to
                          Florida Income Properties
                          Limited Partnership (landlord)

                          Leeds Distributors, Inc. IV
                          predecessor in interest to
                          H.J. Wilson Co., Inc. (tenant)

533     Novi, Michigan   West Oaks Development Co.      None
                          predecessor in interest to
                          Ramco-Gershenson Properties,
                          L.P. (landlord)
                          SMCO, Inc. (tenant)

786     Greensburg, PA   Westmoreland Mall, Inc.        $37,514
                          (landlord)
                          SMCO, Inc. (tenant)

In reviewing their go-forward business strategy, the Debtors have
determined that each of the Properties is vital to the Debtors'
business operations and that each Property will remain part of
the Debtors' business.

Specifically, the Debtors have evaluated factors of: capital
expenditures, whether a sublease transaction has been approved by
the Court and if so whether such subleased premises have been
delivered to the subtenant, the range of estimated valuations for
each location, the marketability of each location and the
financial performance of the retail operations at these
locations.

In their business judgment, the Debtors have concluded that the
benefits attendant to assuming each of the leases outweigh the
costs and the assumption of each of the nine leases is in the
best interests of the Debtors, their estates, creditors and
interest holders and is necessary to the Debtors' prospects for a
successful reorganization.

If the Court approves the motion of assumption, the Cure Claim,
if any, will be paid within thirty days of the later of (i) the
Court's order approving the assumption; (ii) the Court's order
allowing the Cure Claims.

In each of the respective motions, the Debtors stated that notice
was given to the Landlords by way of the motion. Deadline for the
filing of written objections to the Cure Claims, was on February
22, 2001.

The Debtors also sought, in each of the nine motions, the Court's
approval that, if assumption of the lease is not approved, then
the 365 Extension Motion will apply to each of the leases and
that the 365 Deadline be extended to the date a plan of
reorganization is confirmed. (Service Merchandise Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


STAN LEE: To Appeal Nasdaq's Move To Delist Securities
------------------------------------------------------
Stan Lee Media, Inc. (Nasdaq: SLEEQ) received a notification from
the staff of The Nasdaq SmallCap Market, Inc., indicating that,
in light of the Company's filing for protection under Chapter 11
of the U.S. Bankruptcy Code; the staff's concerns regarding
residual interest of the existing securities holders; and the
Company's inability to demonstrate that it can sustain compliance
with all requirements necessary for continued listing on Nasdaq,
that the Company's securities are subject to delisting from
Nasdaq. The Company has notified Nasdaq that it will appeal such
determination.


THERMATRIX INC: Court Confirms Second Amended Chapter 11 Plan
-------------------------------------------------------------
The US Bankruptcy Court, Central District of California, entered
an order confirming a second amended Chapter 11 plan of
reorganization of Thermatrix, Inc.


TRANS WORLD: Freeman Group Pushes Ichan-Financed Stand-Alone Plan
-----------------------------------------------------------------
TWA Acquisition Corporation headed by Brian M. Freeman and
organized in an effort to structure a viable stand-alone
reorganization for Trans World Airlines, Inc., announced that it
has submitted a proposed plan of reorganization for TWA to the
airline's board.

The terms the Plan, which contemplates $650 million in financing
to be provided by entities controlled by Carl Icahn, is intended
to provide an alternative to American Airlines pending asset
acquisition proposal, Mr. Freeman's group's Plan was presented to
TWA's Official Committee of Unsecured Creditors in a meeting held
late Sunday afternoon. Following the meeting, TWA's Official
Committee advised Mr. Freeman that it had unanimously passed a
resolution which reads as follows:

"The American Airlines Transaction as currently structured does
not assure a recovery to all unsecured creditors, and the
Committee is filing objections to it with the Bankruptcy Court.
The Freeman group with Mr. Icahn's financial support submits an
alternative, which on its face seems to present an opportunity
for a recovery to all unsecured creditors, and thus, the
Committee feels it must consider it further. We do not view the
process of obtaining higher or better transactions for the sale
or restructuring of Trans World Airlines as closed, and TWA is
urged to work with all groups."

Mr. Freeman noted that his plan proposal was submitted together
with a $50 million good faith deposit and stated that he and the
rest of his group, including Ralph O. Hellmold of The Private
Investment Banking Company are committed to working closely with
the Committee and TWA to finalize his proposed plan. He also
noted that his group's proposal contemplates a $325 million
replacement Debtor in Possession finance facility that would
retire the $200 million AMR DIP facility and provide sufficient
working capital for the airline. The group has employed airline
expert David H. Treitel, CEO of Simat Helliesen & Eichner to
assist in developing an improved business plan and strategy and
overseeing its execution.

Mr. Freeman noted that "with the requisite concessions from labor
and the airline's aircraft lessors TWA can be returned to
profitability and our proposed restructuring can provide a
meaningful recovery to all creditors." It is contemplated that
90% of the equity in the restructured airline will go to
creditors, including labor.

Mr. Icahn indicated that he became interested in providing the
financing for the Freeman group's proposal only after the IAM and
ALPA each filed their own objections to the AMR proposal and the
indenture trustee for TWA's unsecured bondholders interposed an
objection indicating its view that the AMR proposal was illegal.
Mr. Freeman stated that he is optimistic that the Bankruptcy
Court will deny approval of the AMR Asset Sale proposal given its
illegality and the existence of his group's proposal as a viable
alternative. He also stated that he expected the Department of
Justice to reject the AMR proposal for anticompetitive reasons.


TRANS WORLD: Worldspan Rebuffs Galileo's "Disruptive" Bid
---------------------------------------------------------
Worldspan said that it considers a $220 million bid submitted by
Galileo International for Trans World Airline's 26 percent share
of Worldspan to be little more than a ploy to disrupt the travel
distribution marketplace and infringe on Worldspan's growing
share of the global travel agency market.

A number of bids for part or all of the assets of TWA have been
submitted to a Delaware bankruptcy court, including Galileo's bid
for TWA's stake in Worldspan.

"We believe the Galileo bid is without merit and will ultimately
be rejected by the Delaware court," commented Paul J. Blackney,
president and chief executive officer for Worldspan. "We further
believe that Galileo's offer is merely an attempt to introduce
confusion into the marketplace in hope of undermining Worldspan's
growing success at winning travel agency customers- success that
has come largely at Galileo's expense.

"Clearly, this bit of mischief won't work. By continuing to
diligently serve our growing customer base, Worldspan will not
permit a competitor's dubious tactics to affect our position as a
market leader in travel distribution and e-commerce."

Worldspan provides global electronic distribution of travel
information, Internet products and connectivity, and electronic
commerce capabilities for travel agencies, travel service
providers and corporations worldwide. The company's three lines
of business are travel supplier services, e-commerce, and global
distribution systems for the worldwide travel industry. The
Worldspan reservations system provides nearly 21,000 travel
agencies and other users worldwide with travel data and booking
capabilities for hundreds of the world's leading travel supplier
services. Worldspan is the market leader in e-commerce for the
travel industry, processing more than 50 percent of all online
travel bookings. The company maintains world headquarters in
Atlanta, Georgia. Worldspan is owned by affiliates of Delta Air
Lines, Inc. (NYSE: DAL), Northwest Airlines (Nasdaq: NWAC) and
Trans World Airlines (Amex: TWA).


US OFFICE: Files For Chapter 11 To Facilitate Asset Sales
---------------------------------------------------------
US Office Products Company (OTC Bulletin Board: OFIS) signed a
definitive agreement to sell substantially all of the assets of
its US Office Products - North America ("USOP-NA") business to
Corporate Express, Inc., a subsidiary of Buhrmann, NV.

The transaction is valued at approximately $250 million.

On Friday, UPS announced that it had signed a definitive
agreement to acquire the assets of Mail Boxes Etc., a subsidiary
of US Office Products, in an all-cash transaction. The purchase
price is $200 million before adjustments, which the Company
currently estimates will result in a price reduction of
approximately $9 million.

US Office Products also announced that it has signed a letter of
intent to sell the remaining assets of USRefresh, the Company's
vending division, to Real Time Data ("RTD"), a regional vending
business based in New Jersey.

In addition, the Company announced that it has entered into an
exclusive agreement to negotiate a sale of the shares of Blue
Star Group, the Company's operation in New Zealand and Australia,
to Blue Star's management.

"These asset sales are part of a controlled process to protect
the interests of our employees and customers, as well as to
preserve value for our creditors," said Warren D. Feldberg,
president and chief executive officer of US Office Products. "As
a result of our actions, we believe that each of the businesses
being sold will be better able to achieve their potential."

"Throughout the period that these transactions are pending, each
of these units will continue to conduct business as usual," Mr.
Feldberg added.

To facilitate the sale of USOP-NA and a resolution of the claims
of its creditors, US Office Products and certain of its U.S.
subsidiaries today filed voluntary petitions for relief under
Chapter 11 Bankruptcy Code. The petitions were filed in the U.S.
Bankruptcy Court in Delaware.

US Office Products emphasized that Mail Boxes Etc. ("MBE") is not
a party to the filing, and US Office Products intends to seek an
order of the Bankruptcy Court to prevent adverse actions against
MBE pending the closing of the sale to UPS.

The Company's Blue Star businesses in New Zealand and Australia
also are not parties to the Chapter 11 proceeding. US Office
Products noted that the Blue Star businesses have no obligation
with respect to the liabilities of US Office Products and also
have their own local credit facilities to support their
operations.

                    Sale of USOP-NA

"USOP NA and Corporate Express are a very good fit, and the two
companies share a common vision," said Jay Mutschler, president
of USOP-NA. "During the transition period, we will continue to
offer our customers next-day delivery of quality products at
competitive prices."

"We are very excited about the prospects for the combined
company," said Robert King, president of Corporate Express' North
American Operations.

"With US Office Products-North America's talented and experienced
sales force, strong long-term customer relationships, and
significant mid-market presence, this transaction represents
another step in our continuing effort to provide the best
customer service and quality in the office products industry."

The transaction with Corporate Express is subject to various
closing conditions, including higher and better offers as a
result of the Bankruptcy Court-supervised bidding process, as
well as final Court approval. The Court will set a hearing date
and a timetable for the sale process. Dresdner Kleinwort
Wasserstein advised US Office Products on the transaction.

                    Sale of Mail Boxes Etc.

"Our franchisees will be able to retain their independent and
entrepreneurial spirit, while benefiting from the new resources
that UPS brings," said Jim Amos, president and chief executive
officer of Mail Boxes Etc. ("MBE"). "Our strengths complement
each other, creating an unrivaled presence around the world."
"UPS has had a strong relationship with MBE for more than two
decades," said Jim Kelly, chairman and president of UPS. "The
alignment of our brands and the retail expertise MBE and its
franchisees bring to UPS will open doors of opportunity for us to
better serve small businesses and consumers around the world."

The UPS transaction is subject to various closing conditions and
is expected to close as soon as practicable. Credit Suisse First
Boston advised US Office Products on the transaction.

                       USRefresh

In the USRefresh transaction, the Company will receive
approximately $17 million in cash and a 40% equity interest in
the combined RTD/USRefresh business. The companies will seek to
negotiate definitive agreements and complete the transaction
promptly.

Fleet Securities, Inc. is advising US Office Products on the
transaction. Last month, the Company sold the majority of the
USRefresh office coffee service operations to Van Houtte, Inc.

About US Office Products

US Office Products is one of North America's leading providers of
office supplies, office furniture, and vending services. The
Company also owns Mail Boxes Etc., the world's largest franchiser
of business, communications and postal service centers, with more
than 4,300 locations in 29 countries around the world.
In addition, US Office Products' Blue Star subsidiary owns
commercial printing and retail book and stationery operations
throughout New Zealand and Australia, and the Company also holds
a 49% interest in Dudley Stationery Limited, a leading U.K.
contract stationer. The Company's corporate web site address is
www.usofficeproducts.com.

About Corporate Express

Corporate Express, Inc. is a wholly owned subsidiary of Buhrmann,
NV (AEX: BUHR), an international business services and
distribution group. Buhrmann is the world's major supplier of
office products, paper and graphic systems for the business
market.

Corporate Express' product offering includes office and computer
supplies, imaging and computer graphics supplies, office
furniture, document and print management, desktop software,
promotional products, and other similar products.
Corporate Express has operations in Australia, Austria, Belgium,
Canada, France, Germany, Ireland, Italy, Luxembourg, the
Netherlands, New Zealand, Poland, Sweden, the United Kingdom and
the United States. The companies Web site address is
www.CorporateExpress.com.


US OFFICE: Chase Manhattan Extends $35 Million DIP Loan
-------------------------------------------------------
US Office Products Company (OTC Bulletin Board: OFIS) has
received a commitment for $35 million in debtor-in-possession
financing from The Chase Manhattan Bank to fund the Company's
day-to-day operations during the Chapter 11 process.

While not included in the Chapter 11 filing, Mail Boxes Etc., a
subsidiary of US Office Products, will have access to the DIP
financing to provide liquidity for its operations during the
period before the closing of the sale to UPS.


US OFFICE: Case Summary & List Of 21 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: US Office Products Company
              1025 Thomas Jefferson Street, NW
              Suite 600 E
              Washington, DE 20007

Debtor affiliates filing separate chapter 11 petitions:

    Companies Incorporated in Delaware:

      Interiors Acquisition Corp.
      KOF-CT Acquisition Corp.
      OE Acquisition Corp.
      US Office Products, Chicago District, LLC
      US Office Products, Colorado District, LLC
      US Office Products, Florida District, LLC
      US Office Products, Georgia District, LLC
      US Office Products, North Atlantic District, LLC
      US Office Products, Northwest District, LLC
      USOP Holding Co. of Mexico, Inc.
      USOP Merchandising Co.
      USOPN, Inc.

    Companies Incorporated in Other States:

      Bindery Systems, Inc. (Oregon)
      Central Texas Office Products, Inc. (Texas)
      Dulworth Office Furniture Company (Kentucky)
      Forty-Fifteen Papin Redevelopment Corp. (Missouri)
      Kentwood Office Furniture, Inc. (Michigan)
      McWhorter's Inc. (California)
      Modern Food Systems, Inc. (Indiana)
      Modern Vending, Inc. (Indiana)
      ReWork Acquisition Corp. (Pennsylvania)
      Sletten Vending Service, Inc. (Wisconsin)
      The Systems House, Inc. (Illinois)
      US Office Products, Mid-Atlantic District, Inc. (D.C.)
      US Office Products, Mid-South District, Inc. (Tennessee)
      US Office Products, South Central District, Inc. (Tennessee)
      Vend-Rite Service Corp. (Pennsylvania)

Type of Business: Provider of office supplies, office furniture,
                   and vending services

Chapter 11 Petition Date: March 5, 2001

Court: District Of Delaware

Bankruptcy Case Nos.: 01-00646 through 01-00673

Judge: The Honorable Peter J. Walsh

Debtors' Counsel: Brendan L. Shannon, Esq.
                   Young, Conaway, Stargatt & Taylor
                   11th Floor, Rodney Square North
                   P.O. Box 391
                   Wilmington, DE 19899-0391
                   (302) 571-6600

                       and

                   Duane D. Morse, Esq.
                   Wilmer, Cutler, & Pickering
                   2445 M Street NW
                   Washington, DC 20037-1420
                   (202) 663-6000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Consolidated List Of Debtors' 21 largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
State Street Bank & Trust Co. Senior Subordinated $200,000,000
Attn: Corporate Trust Dept.   2008 Notes
Two International Place
4th Floor
Boston, MA 02110
617-662-1400
(fax) 617-662-1450

Bay Harbour Management, L.C.  Senior Subordinated $162,000,000
885 Third Avenue, 34th Floor  2008 Bond Notes
New York, NY 10022
212-371-2211
(fax) 212-371-7497

United Stationers             Trade                $28,767,000
2200 East Golf Road
Des Plaines, IL 60016
847-699-5000
(fax)847-699-8046

Chase Manhattan Bank, NA      Convertible           $4,144,000
4 Chase Metro Tech Center     Subordinated 2003
3rd Flr, Institutional Trust  Bond Notes
Brooklyn, NY 11245
Attn: Institutional Trust Admin.
718-935-9935

HON Company                   Trade                 $3,736,203
414 East Third Street
Muscatine, IA 52761-7109
319-264-7400
(fax) 319-264-7217

Unisource Worldwide, Inc.     Trade                 $3,600,000
6600 Governors Lake Parkway
Norcross, GA 30071
770-447-9000
(fax)770-840-9810

S.P. Richards Company         Trade                 $1,900,000
6300 Highlands Parkway
Smyrna, GA 30082
770-434-4571
(fax)770-434-1015

Action Wholesale              Trade                 $1,400,000
4120 Brockton Drive, S.E.
Grand Rapids, MI 49512-4020
616-698-1851
(fax) 616-698-0161

Smead                         Trade                 $1,309,000
600 East Smead Blvd.
Hastings, MN 55033
651-437-4111
(fax)651-480-1657

Avery                         Trade                   $758,000
150 N. Orange Grove Blvd.
Pasadena, CA 91103
623-304-2000
(fax)626-304-2251

ACCO USA, Inc.                Trade                   $713,000
300 Tower Parkway
Lincolnshire, IL 60069-3640
847-419-4100
(fax) 1800-247-1317

Daisytek                      Trade                   $720,000
500 North Central Expressway
Plano, TX 75074
972-881-4700
(fax)972-578-8783

Sanford                       Trade                   $658,000
2711 Washington Blvd.
Bellwood, IL 60104
708-547-6650
(fax)708-547-6719

3M                            Trade                   $628,000
3M Center
Saint Paul, MN 55144-1000
800-364-9436

Xerox                         Trade                   $550,000
800 Long Ridge Road
Stamford, CT 06904
203-968-3000

Williamette Industries Inc.   Trade                   $455,000
16631 Valley View Avenue
Cerritos, CA 90703-2408
562-404-1856

Global Industries             Trade                   $306,000
17 W. Stowe Road
Marlton, NJ 08053
856-596-3390
(fax)856-596-5684

Frito Lay                     Trade                   $300,000
7701 Legacy Drive
Plano, TX 75024-4099
972-334-4000 or 972-334-7000

Hewlett-Packard               Trade                   $275,000
3000 Hanover Street
Palo Alto, CA 94304-1185
650-857-1501
(fax)650-857-5518

American Pad & Paper Company  Trade                   $272,000
17304 Preston Road
Suite 700
Dallas, TX 75252-5613
972-818-6705

Brother International         Trade                   $262,000
100 Somerset Corporate Blvd.
Bridgewater, NJ 08807
908-704-1700


VANGUARD AIRLINES: J.F. Shea Increases Equity Stake by 2MM Shares
-----------------------------------------------------------------
J.F. Shea Company, Inc., Edmund H. Shea, Jr., John F. Shea, Peter
O. Shea, and James G. Shontere beneficially own 16,845,814 shares
of the common stock of Vanguard Airlines, Inc., representing
50.36% of the outstanding common stock of the company. Mr. Edmund
H. Shea, Jr. additionally owns 5,000 shares with sole voting and
dispositive power. The group shares voting and dispositive power
over the 16,845,814 shares.

J.F. Shea Company, Inc., is a Nevada corporation whose principal
business is construction, land development and venture capital
investment. On February 13, 2001, the Shea Company arranged for
the issuance of an irrevocable letter of credit in the amount of
$2,000,000 in favor of a commercial bank for the account of
Vanguard. In exchange for the arrangement of the issuance of the
letter of credit, J.F. Shea Company, Inc., received a warrant to
purchase 2,000,000 shares of common stock of the airline.

J.F. Shea Company, Inc., acquired the securities to increase its
interests in the airline. The Shea Co. is regularly engaged in
the business of investing in publicly held and private companies.
Mr. Edmund Shea also shares voting and dispositive power with
respect to 15,000 shares of Vanguard Airlines held by Siam with
the other partners of Siam. Siam is a California limited
partnership and Mr. Edmund Shea is the trustee. Siam's principal
business consists of investment activities.


VENCOR: Summary Of Claims Treatment Under The 4th Amended Plan
--------------------------------------------------------------

                (A) Unimpaired Claims

Class 1 - Priority Claims

Unless otherwise agreed to by the parties, each holder shall
retain rights to such Allowed Claim or, at the sole option of the
Debtor, shall be paid the allowed amount of such Claim in full in
Cash on the later of (i) the Effective Date, or (ii) thirty days
after the date such Claim becomes an Allowed Claim.

Class 2 - Secured Claims

Each holder shall retain rights to the Claims, including any
valid and perfected liens. Any Allowed Claim based on any
deficiency claim by a holder shall be treated as an Allowed
Unsecured Claim and shall be classified as a Class 3A or 3B
Claim.

                (B) Impaired Claims

Class 3A - Convenience Claims

Each holder shall be entitled to payment in Cash of the full
amount of its Allowed Class 3A Claim, including any applicable
interest through the Petition Date, in complete settlement,
satisfaction and discharge of its Class 3A Claim.

Class 3B - Trade Claims, Malpractice and Other Litigation Claims,
Benefit Claims, Indemnification Claims, Employee Contract Claims
and Unsecured Claims that are not Convenience Claims.

Each holder shall receive Cash payments equal to the full amount
of its Allowed Class 3B Claim, paid over three years in the form
of equal quarterly payments, starting on the last day of the
first full fiscal quarter after the Effective Date, together with
simple interest accruing at 6% per annum from the Effective Date.
In order to permit Claims Allowed after the Effective Date to a
"catchup" with the distributions made to other Allowed Class 3B
Claims, if a claim does not become an Allowed Class 3B Claim
until after the Effective Date, it shall receive as its initial
distribution an amount equal to what it would have received if it
had been an Allowed Claim as of the Effective Date.

To the extent that insurance is available, such Allowed Class 3B
Claims shall be paid in the ordinary course of the Reorganized
Debtors' business to the extent of such insurance, when any such
Claims become Allowed Claims and such insurance proceeds become
available; provided however, that to the extent insurance is not
available or is insufficient, the payment schedule will be the
same as for other Class 3B Claims under the Plan.

Class 4 - Senior Debt Claims

Each holder shall receive: (i) its pro rata share of the New
Senior Secured Notes; and (ii) its pro rata share of 9,826,092
shares of New Common Stock (65.507% of the shares of New Common
Stock, subject to dilution from stock issuances occurring after
the Effective Date including without limitation the New Warrants,
New Stock Option Plan and Restricted Share Plan).

Class 5 - Ventas Claim

Notwithstanding any other provision of the Plan, each Ventas
Claim shall be classified and treated as a Class 5 Claim
regardless of whether such Claim otherwise would fit within the
description of another Class.

In complete settlement, satisfaction and discharge of its Class 5
Claims:

(a) the Class 5 Claims shall be deemed Allowed Claims to the
     extent of the treatment of such Claims under the Plan without
     the need for filing any further proofs of claim or request
     for payment of an administrative expense and without the need
     for further order of the Court;

(b) Ventas Realty, Limited Partnership or directly to its
     designee(s) shall be issued, as additional rent in
     consideration of the agreement of the applicable Ventas
     Entities to enter into the Amended Ventas Leases:

     1,498,500 shares of New Common Stock (9.99% of the shares of
     the New Common Stock) (or such lesser number of shares of New
     Common Stock that equals 9.99% of the shares of New Common
     Stock to be distributed on the Effective Date after
     application of the Ventas REIT Limitation, subject to
     dilution from stock issuances occurring after the Effective
     Date including without limitation the New Warrants, New Stock
     Option Plan and Restricted Share Plan);

     Vencor, Inc., the Debtors, shall have complete discretion to
     distribute any shares of New Common Stock that would have
     been received by Ventas Realty, Limited Partnership or its
     designee(s) but for the Ventas REIT Limitation;

(c) the Five Ventas Leases shall be assumed in their entirety,
     and the applicable Ventas Entities and the Debtors and
     Reorganized Debtors shall simultaneously amend and restate
     the Five Ventas Leases in their entirety in accordance with
     the terms of the Amended Ventas Leases as of the Effective
     Date by executing the Amended Ventas Leases, and by virtue of
     the Confirmation Order (conditioned upon the occurrence of
     the Effective Date) pursuant to sections 365 and 1123 of the
     Bankruptcy Code without the need for further cure payments or
     adequate assurances of future performance for purposes of
     satisfying section 365 of the Bankruptcy Code other than as
     provided for in the Amended Ventas Leases;

(d) defaults existing as of the Effective Date under the Amended
     Ventas Leases, if any, shall be governed by and treated in
     accordance with the terms of the Amended Ventas Leases,
     including but not limited to the obligation of the Debtors
     and Reorganized Debtors to cure such defaults;

(e) the Development Agreement dated as of April 30, 1998 between
     Vencor, Inc. and Ventas, Inc. and the Participation Agreement
     dated as of April 30, 1998 between Vencor, Inc. and Ventas,
     Inc. shall be terminated on the Effective Date and the
     parties shall be deemed to have mutually waived damages,
     claims, liabilities, obligations and causes of action related
     to such agreements provided that the parties shall not be
     released from their obligations under the Sale and Purchase
     Agreement dated August 1, 1998, between Ventas Realty,
     Limited Partnership, Vencor Nursing Centers Limited
     Partnership, Vencor Operating, Inc. and Vencor, Inc. and the
     related documents;

(f) the Tax Stipulation, the Ventas Rent Stipulation and the
     Tolling Agreement (as defined in the Ventas Rent
     Stipulation), as well as the Standstill Agreement, shall be
     terminated on the Effective Date;

(g) except as expressly set forth, each and every written
     agreement by and among one or more of the Debtors and one or
     more of the Ventas Entities and/or guaranty from one or more
     of the Debtors for the benefit of one or more of the Ventas
     Entities shall be deemed assumed by the Debtors an
     Reorganized Debtors by virtue of the Confirmation Order;

(h) the Ventas Entities shall waive the Agreement Rent Claim (as
     defined under the Ventas Rent Stipulation) without further
     compensation from the Debtors and Reorganized Debtors except
     for the treatment of Class 5 under the Plan;

(i) Ventas and the Reorganized Debtors shall enter into the Tax
     Refund Escrow Agreement and the Registration Rights Agreement
     as of the Effective Date;

(j) the right of a Ventas Entity pursuant to the terms of any
     agreement assumed by the Reorganized Debtors shall not be
     adversely affected by the Plan (except as expressly set forth
     in the Plan); provided, however, that,

     -- the Ventas Entities shall not be entitled to
        indemnification, reimbursement, contribution or similar
        relief from the Debtors or the Reorganized Debtors for:

        * the payments to be made by the Ventas Entities to the
        United States specifically provided under the Section of
        the Plan governing the Ventas Entities' Obligations Under
        the Government Settlement;

        * the costs incurred by the Ventas Entities in connection
        with the negotiation of the Government Settlement, or

        * the professional fees and expenses incurred by the
        Ventas Entities related to the Debtors' Reorganization
        Cases;

     -- also provided that the reasonable legal fees, costs and
        expenses for the joint defense of the Debtors and the
        Ventas Entities relating to the matters covered by the
        Government Settlement are to be paid by the Debtors as set
        forth in the Plan; and

(k) the Reorganized Debtors shall not renew or extend any lease
     with a third party as to which a Ventas Entity may have
     liability thereunder because it, an affiliate or predecessor
     was the tenant prior to the assignment of the lease to the
     Debtors unless the Reorganized Debtors first obtain a release
     of the Ventas Entities from such liability.

Class 6 - Class 6 Claims

Except for the treatment provided for the satisfaction of the
United States Claims and the PIP Claim in the amounts set forth
in the Plan (as described below), all Class 6 Claims shall be
discharged without any additional payment by the Debtors;
provided, however, that Vencor facilities as of the Effective
Date of this Plan shall retain their quality of care history, as
reflected by findings on HCFA forms 2567 (or successor forms).

Class 7A - Subordinated Noteholder Claims

Each holder of an Allowed Claim in Class 7A shall receive its pro
rata share of (i) 3,675,408 shares of the New Common Stock
(24.503% of the shares of New Common Stock, subject to dilution
from stock issuances occurring after the Effective Date including
without limitation the New Warrants, New Stock Option Plan and
Restricted Share Plan), and (ii) New Warrants to purchase in the
aggregate 7,000,000 shares of New Common Stock.

Class 7B - Noteholder Securities Fraud Claims

Each holder shall receive no distribution under the Plan and
shall be enjoined from pursuing any Noteholder Securities Fraud
Claim against the Debtors or Reorganized Debtors.

Class 8 - Put Rights

Each holder who accepts the Plan shall receive, in complete
settlement, satisfaction and discharge of its Put Right: (i) the
Put Rights will be cancelled and rejected under Section 12.01 of
the Plan and (ii) any monetary damages due to the rejection of
the Put Rights will be cancelled in exchange for the cancellation
of the Preferred Equity Interest Loans. If a holder of a Put
Right rejects the Plan, the Debtors reserve the right to reject
the agreement providing a PutRight and. seek the subordination of
and/or to object to the allowance of the Claim of any such holder
of any Put Right and to pursue recovery of any Preferred Equity
Interest Loan from such holder.

Class 9 - Intentionally Omitted

Class 10 - Punitive Damage Claims

Each holder shall receive no distribution under the Plan.

Class 11 - Preferred Equity Interests

Each holder shall receive no distribution under the Plan and the
Old Preferred Stock shall be cancelled.

Class 11B - Preferred Equity Securities Fraud Claims

Each holder shall receive no distribution under the Plan and
shall be enjoined from pursuing any Preferred Equity Securities
Fraud Claim against the Debtors or Reorganized Debtors.

Class 12A - Common Equity Interests

Each holder shall receive no distribution under the Plan, and the
Old Common Stock shall be cancelled.

Class 12B - Common Equity Securities Fraud Claims

Each holder shall receive no distribution under the Plan and
shall be enjoined from pursuing any Common Equity Securities
Fraud Claim against the Debtors or Reorganized Debtors.

                    Allowed Claims

The following Claims shall be deemed allowed for the purposes of
their treatment under the Plan:

(a) The Senior Debt Claims shall be allowed in the aggregate
     amount equal to $522 million in principal, plus accrued but
     unpaid interest, fees, costs and expenses to the Effective
     Date;

(b) The Ventas Claim shall be deemed allowed;

(c) The Subordinated Noteholder Claims shall be allowed as:

     * an aggregate principal amount of $300 million plus accrued
       but unpaid interest to the Petition Date, with respect to
       the Claims on the 1998 Notes;

     * an aggregate principal amount of $2,391,000 plus accrued
       but unpaid interest to the Petition Date with respect to
       the Claims on the 1997 Notes.

(d) The United States Claims against the Debtors (other than the
     PIP Claim) shall be allowed in the aggregate amount of $25.9
     million, consisting of $20.9 million to be paid to resolve
     the specified claims for the Covered Conduct and $5 million
     to be paid to resolve nonfraud-monetary Medicare program
     claims;

(e) The PIP Claim shall be an Allowed Claim; and

(f) The Corporate Indemnities and Indemnification Claims shall
     survive and be allowed.

           The United States Claims and the PIP Claim

The United States has filed the Government Proofs of Claims
against the Debtors and has initiated investigations relating to
pending Qui Tam Actions as well as other issues involving the
Debtors and the Ventas Parties. The United States contends that
as a result of the Covered Conduct, the United States has been
damaged in the amount of over $1,017,337,643, which represents
$1,016,987,643 in treble damages and $350,000 in damages not
subject to trebling. The Debtors and the Ventas Parties deny the
contentions of the United States, including but not limited to
the conduct described in the Qui Tam Actions and the Government
Proofs of Claim.

The United States, through HCFA, has asserted an additional
nonfraud claim against the Debtors in the estimated amount of
$290,967,775. Tbe United States contends it has made overpayments
to the Debtors and the Ventas Parties based on services provided
to Medicare beneficiaries under the Medicare program under Title
XVIII of the Social Security Act, 42 U.S.C. Sections 1395-
l395ggg, for fiscal years ending January 31, 1995 through the
Petition Date, plus civil monetary penalties that have accrued
beginning in 1998 through the Petition Date. The Debtors and the
Ventas Parties deny the contentions of the United States.

The Debtors, the Ventas Entities and the United States have
reached the Government Settlement for settling the United States
Claims and the PIP Claim.

(A) The Debtors' Obligations

The Debtors shall pay the United States $25.9 million to be
allocated as:

       $20.9 million for the Covered Conduct and
       $5 million for nonfraud monetary Medicare program claims),

payable as:

       a payment of $10 million in Cash on the Effective Date; and
       an additional payment in the aggregate principal amount of
       $15.9 million payable in six monthly payments under a level
       payment amortization schedule, with interest at the rate of
       6% per annum beginning on the Effective Date with payments
       beginning on the first business day after the end of the
       calendar quarter in which the Effective Date occurs.

In addition, the United States shall receive payment of the PIP
Claim in full pursuant to the terms of the Mutual of Omaha
Letters, including, but not limited to, the United States' right
to recoup interim payments in the event of default.

The Debtors shall not be responsible in any manner for the
payments owed by the Ventas Entities under the Plan.

Debtors will not reduce amounts they must pay as a result of the
denial of claims for payment to Debtors, the Ventas Entities or
any other entity now being withheld from payment by any Medicare
carrier or intermediary, TRICARE, Federal Employee Health
Benefits Program (FEHBP), Veterans Affairs Program ("VA") carrier
or payer, or any State payer; and Debtors agree not to resubmit
to any Medicare carrier or intermediary, TRICARE, FEHBP or VA
carrier or payer, or any State payer any claims relating to the
Covered Conduct or the period prior to the Petition Date, and
agree not to appeal any such denials of claims.

The Debtors shall remain obligated to the United States for any
overpayment in Medicare cost report years within which the
Petition Date falls in a pro rata amount. The Debtors shall also
remain obligated to the United States for any overpayment in
Medicare cost report years that commenced after the Petition
Date.

The Debtors shall be entitled to seek reimbursement for the costs
of preparing, submitting and processing their Medicare cost
reports for Medicare cost report years that commence on or after
the Petition Date in accordance with applicable statutes and
regulations.

The Debtors acknowledge and agree as unallowable costs in
connection with:

      (1) the matters covered by the Government Settlement
including, but not limited to, the costs of negotiating the CIA
and other aspects of the Government Settlement;

      (2) the United States' audit(s) and any civil and criminal
investigation(s) of the matters covered by the Government
Settlement;

      (3) the investigation, defense, and corrective actions
undertaken in response to the United States' audit(s) and any
civil and criminal investigation(s) in connection with the
matters covered by this Government Settlement including
attorney's fees) by Debtors, Ventas Parties or any other entity;

      (4) the obligations under the Corporate Integrity Agreement
incorporated in the Plan to: (i) perform Review and Monitoring
Functions as described in Section III.D. of the CIA (except to
the extent such Review Functions are performed by Vencor), and
(ii) prepare and submit reports to the OIG-HHS; and

      (5) the payments made pursuant to section 6.12 of the Plan,
are unallowable costs on Government contracts and under Medicare,
the Medicaid Program, the TRICARE Program, the VA and FEHBP.

Within sixty days of the Effective Date, the Debtors shall
identify to applicable Medicare and TRICARE fiscal
intermediaries, carriers and/or contractors, and Medicaid, VA and
FEHBP fiscal agents, any Unallowable Costs included in the
Postpetition Cost Reports, as well as any Ventas Unallowable
Costs that the Ventas Entities identify to the Vencor Entities,
and will request, and agree that the Postpetition Cost Reports,
even if already settled, be adjusted to account for the effect of
the inclusion of the Unallowable Costs. The Debtors agree that
the United States will be entitled to recoup any overpayment as a
result of the inclusion of such Unallowable Costs on the
Postpetition Cost Reports. Any payments due after the adjustments
have been made shall be paid to the United States pursuant to the
direction of the Department of Justice, and/or the affected
agencies.

(B) The Ventas Entities' Obligations

The Ventas Entities shall pay the, United States $103.6 million,
to be allocated as:

      $83.6 million for the Covered Conduct and
      $20 million for nonfraud monetary Medicare program claims),

payable as:

      * a payment of $34 million in Cash on the Effective Date;
        and
      * an additional payment in the principal amount of $69.6
        million paid over a term of five years, together with
        interest at the rate of 6% per annum beginning on the
        Effective Date, to be paid as: (x) a payment of accrued
        interest only on the outstanding principal balance on the
        last day of the calendar quarter in which the Effective
        Date occurs, and (y) twenty consecutive level payments of
        principal and interest, payable quarterly, commencing on
        the last day of the first full calendar quarter occurring
        after the calendar quarter in which the Effective Date
        occurs.

If the Ventas Entities fail to make any such payment as and when
due and fails to remedy delinquency in payment within five
business days of receipt of written notice from the United
States, then the United States may, in its discretion, declare
all such unpaid amounts to be immediately due and payable.

If an "Event of Default" under and as defined in the Amended
Ventas Credit Agreement shall occur and be continuing and the
administrative agent or the lenders thereunder declare, in
accordance with the Amended Ventas Credit Agreement, that amounts
payable under the Amended Ventas Credit Agreement to be due and
payable, then the United States may, in its discretion, by
written notice to the Ventas Entities, declare all unpaid
principal and accrued and unpaid interest payable by the Ventas
Entities under the Plan to be immediately due and payable. Ventas
shall provide prompt written notice to J. Christopher Kohn,
Director, Commercial Litigation Branch, or his successor or
designated representative, upon Ventas' receipt of such a
Declaration of Acceleration.

The Ventas Entities covenant and agree with the United States,
that the final maturity date of the obligations payable under the
Plan and the remaining payments shall be proportionately and
equitably adjusted if, from and after the Effective Date either

      -- the loans under the Amended Ventas Credit Agreement (the
Ventas Senior Bank Debt) shall be amended and, as a result of
such amendment, (i) the final maturity date of the Ventas Senior
Bank Debt shall be scheduled to occur prior to the final maturity
date of the payments due under the Plan, or (ii) less than $100
million of the outstanding principal under the Ventas Senior Bank
Debt shall be scheduled to be paid after the final maturity date
of the obligations due under the Plan, or

      -- the Ventas Senior Bank Debt shall be replaced in whole by
the Refinancing Debt, and (i) the final maturity date of the
Refinancing Debt shall be scheduled to occur prior to the final
maturity date of the payments due under the Plan, or (ii) less
than $100 million of the outstanding principal of the Refinancing
Debt shall be scheduled to be paid after the final maturity date
of the obligations due under the Plan.

In any such event, at least $100 million of the outstanding
principal balance of the Ventas Senior Bank Debt or the
Refinancing Debt, as applicable, shall be scheduled to be paid
after the due date of the final payment under the Plan.

If the Ventas Entities fail to make any payment required to be
paid under the Plan, then during the delinquency period, Ventas,
Inc. shall suspend the payment of dividends on account of shares
of any class of stock of Ventas, Inc., provided that Ventas, Inc.
may declare and pay an amount equal to the Minimum REIT Dividend
or the unpaid portion of the Minimum REIT Dividend for the
applicable taxable year as necessary for Ventas, Inc. to
maintain, for that taxable year, its status as a real estate
investment trust under the Internal Revenue Code "Minimum REIT
Dividend" shall mean, with respect to the 2000 taxable year of
Ventas, Inc., an amount equal to the sum of

      * 95% (or, if different, the percentage then applicable
under the Tax Code) of the real estate investment trust taxable
income of the Ventas Entities for such year, and

      * 95% (or, if different, the percentage then applicable
under the Tax Code) of the excess of the net income from
foreclosure property of the Ventas Entities for such year over
the tax imposed on such income, minus

      * any excess noncash income (as determined under Section
857(e) of the Tax Code) for such year.

With respect to any subsequent taxable year of Ventas, Inc. the
way of determination will be similar except that "95%" will be
replaced by "90%.

The Ventas Entities shall not be responsible in any manner for
the payments owed by the Debtors under this Plan.

The Ventas Entities acknowledge and agree as unallowable certain
costs as Vencor does.

The Ventas Entities shall neither charge such costs to any
contracts with the United States or any state Medicaid program,
nor seek payment for such Ventas Unallowable Costs.

Within sixty days of the Effective Date, the Ventas Entities
shall (i) identify to the Vencor Entities and HHS-OIG all Ventas
Unallowable Costs charged to the Vencor Entities or previously
sought from the United States or any State Medicaid Program and
(ii) to the extent the Ventas Entities have charged any Ventas
Unallowable Costs directly to the United States the Ventas
Entities will pay to the United States, pursuant to the direction
of the Department of Justice and/or the affected agencies, the
amount of such Ventas Unallowable Costs.

(C) Release of United States Claims

The United States releases the United States Claims against the
Debtors.

OIG-HHS releases and agrees to refrain from instituting,
directing or maintaining any administrative claim or any action
seeking exclusion from the Medicare, Medicaid or other federal
health care programs against the Debtors.

The TRICARE Support Office (formerly the Office of CHAMPUS), a
field activity of the Office of the Secretary of Defense, the
United States Department of Defense, releases and agrees to
refrain from instituting, directing or maintaining any
administrative claim or any action seeking exclusion from the
TRICARE program against the Debtors.

With respect to the first three pending Qui Tam Actions, the
United States agrees to move to 'dismiss with prejudice to the
United States and the relators.

With respect to all claims in their entirety against the Debtors
and the Ventas Entities in each of the other pending Qui Tam
Actions, the United States agrees to:

      * move to dismiss with prejudice as to the relators for all
claims except claims under 31 U.S.C. Section 3730(h);

      * move to dismiss with prejudice to the United States for
the Covered Conduct; and

      * move to dismiss without prejudice to the United States for
any claims other than for the Covered Conduct.

Excluded from the scope and terms of the release under the
Government Settlement are:

      * Any civil, criminal or administrative claims arising under
Internal Revenue Code;

      * Any criminal liability;

      * Except as explicitly stated, any administrative liability;

      * Any claims based upon obligations created by the Plan, the
Corporate Integrity Agreement (which will become effective as of
the Effective Date), and/or both;

      * Any express or implied warranty claims or other claims for
defective or deficient products or services except as expressly
set forth in the Covered Conduct;

      * Any claims for personal injury or property damage or for
other consequential damages arising from the Covered Conduct
except as expressly set forth in the Covered Conduct;

      * Any claims based on a failure to deliver items or services
due, except as expressly set forth in the Covered Conduct;

      * Any claims against any individuals, including officers,
directors and employees; and

      * Any findings on a HCFA Form 2567, Statement of
Deficiencies (or successor form).

(D) Release of United States Claims as to the Ventas Entities

The United States releases the United States Claims against the
Ventas Entities. The releases by OIG-HHS and TSO, releases with
respect to Qui Tam Actions and exclusions from releases are the
same as with the Debtor.

(E) The Debtors' Release of the United States

      -- The Debtors release the United States of all claims or
causes of action with respect to services and products under
Medicare, up to and including the Petition Date; the Prospective
Payment System inflation adjustments for the period July 1, 1998
through June 30, 1999; and claims or causes of action for
services rendered or products supplied to beneficiaries under
CHAMPUS, up to and including the Petition Date; provided,
however, that the United States shall remain obligated to the
Debtors for any underpayment in Medicare cost report years ending
after the Petition Date; provided further, however, that for any
underpayment in Medicare cost report years within which the
Petition Date falls, the United States is obligated only for the
pro rata amount of the underpayment attributable to the portion
of the cost report year following the Petition Date

      -- The Debtors release the United States and each of their
agencies, officers, agents, employees and contractors from all
claims and causes of action for the United States Claims.

      -- The Debtors will not seek payment for any of the
Medicare, Medicaid or CHAMPUS claims released by the Government
Settlement from any Medicare, Medicaid or CHAMPUS beneficiaries
or their parents or sponsors. The Debtors waive any causes of
action against these beneficiaries or their parents or sponsors
based on the claims released under the Government Settlement.

      -- Debtors waive and will not assert any defenses they may
have to any criminal prosecution or administrative action
relating to the United States Claims, to the extent such defenses
are based in whole or in part on a contention that, under the
Double Jeopardy Clause in the Fifth Amendment of the
Constitution, or under the Excessive Fines Clause in the Eighth
Amendment of the Constitution, the Government Settlement bars a
remedy sought in such criminal prosecution or administrative
action.

(F) The Ventas Entities' Release of the United States

Similar to that by the Debtors.

Subject to its receipt of the payments required by this Section,
the United States agrees to pay 15 percent of the proceeds paid
by the Debtor and the Ventas Entities to resolve all claims for
the Covered Conduct as to relators in the Qui Tam Actions.

                Distribution Date

Except as otherwise provided in the Plan,

(a) with respect to an Impaired Class, and

      (i) to holder an Allowed Claim or Interest that is allowed
          as of the Effective Date, on or as soon as practicable
          after the Effective Date, but no more than 10 days after
          the Effective Date with respect to property other than
          Cash, and 30 days after the Effective Date with respect
          to Cash, and

     (ii) to each holder of an Allowed Claim or Interest that is
          allowed after the Effective Date, to the extent allowed,
          as soon as practicable, but no more than 30 days after
          the order of the Court allowing the Claim or Interest
          becomes a Final Order.

On the Effective Date, the Reorganized Debtors shall deliver all
of the New Common Stock and New Warrants to be distributed to the
holders of Allowed Class 4, 5 and 7A Claims to the Exchange
Agent, pending distribution, or directly to the holders of such
Claims.

(b) with respect to an Unimpaired Class, property to be
distributed under the Plan shall be distributed on the latest of

      (i) to each holder of an Allowed Claim that is Allowed as of
          the Effective Date, on or as soon as practicable, but
          not more than 10 days after the Effective Date with
          respect to property other than Cash, and 30 days after
          the Effective Date with respect to Cash;

     (ii) to each holder of an Allowed Claim that is allowed after
          the Effective Date, to the extent allowed, as soon as
          practicable, but no more than 30 days after the order of
          the Court allowing the Claim becomes a Final Order;

    (iii) the date on which the distribution to the holder of the
          Claim would have been due and payable in the ordinary
          course of business and under the terms of the Claim in
          the absence of the Reorganization Cases; or

     (iv) as otherwise agreed upon between the holder of the Claim
          and the Reorganized Debtors.

The Debtors may designate an entity or entities to serve as
Exchange Agent or may itself serve as Exchange Agent to
distribute and deliver all the property to be distributed under
the Plan, including without limitation Cash, the New Common
Stock, the New Senior Secured Notes and the New Warrants.

                Unclaimed Distributions

Until such time as such Unclaimed Cash Distribution becomes
deliverable, any Unclaimed Cash Distribution shall be retained by
the Reorganized Debtors which may commingle such funds with their
other funds. If Cash Distribution is not claimed within the later
of 3 years after the entry of the Confirmation Order or 1 year
after such check or other instrument was issued by the
Reorganized Debtors, the holder shall be forever barred from
asserting any such Claim against the Reorganized Debtors or their
property. The cash and any accumulated income will then be
property of the Reorganized Debtors, free and clear of any
restrictions.

Within 30 days after the end of each fiscal quarter of the
Reorganized Debtors, the Reorganized Debtors shall distribute all
previously Unclaimed Cash Distributions that became deliverable
during the preceding fiscal quarter.

If any holder of a Claim or Interest entitled to a distribution
other than cash cannot be located on the Effective Date, such
distributions shall be set aside and maintained by the Exchange
Agent on behalf of such holder. If such person is located within
1 year of the Effective Date, such distributions shall be
distributed to such person. Otherwise, any such distributions
shall become the property of and shall be released to the
Reorganized Debtors. With respect to the New Senior Secured
Notes, the New Common Stock and New Warrants, the distributions
shall be reallocated and distributed pro rata among the remaining
holders of Claims in the same Class.

The Reorganized Debtors are not required to attempt to locate any
holder of an Allowed Claim other than by reviewing their books
and records.

Prior to the first, second and third anniversaries of the
Effective Date, the Debtors or Reorganized Debtors shall File a
list of unclaimed distributions with the Court.

                Tax Provisions

Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer or other exchange of a security, or the making or
delivery of an instrument of transfer under the Plan shall not be
taxed under any law imposing a stamp tax, transfer tax, or
similar tax or fee.

                  Setoffs

Except with respect to Senior Debt Claims, the Subordinated
Noteholder Claims, the PIP Claim, the United States Claims, the
Ventas Claim, and Indemnification Claims, the Debtors may, but
shall not be required to, setoff against any Claim (for purposes
of determining the allowed amount of such Claim on which
distribution shall be made), any claims of any nature that the
Debtors may have against the claimant, but neither the failure to
do so nor the allowance of any Claim shall constitute a waiver or
release by the Debtors of any such claim the Debtors may have
against such claimant. (Vencor Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Hiring Workers' Compensation Professionals
---------------------------------------------------------------
Judge Bodoh allows Wheeling-Pittsburgh Steel Corp. to employ
Workers' Compensation Professionals in the ordinary course of
business without necessity of further court approval. This
approval extends to professionals not listed in the Debtors'
Application.

Judge Bodoh directs the Debtors to pay the Workers' Compensation
Professional directly for monthly fees and expenses incurred
without the necessity of court approval if such fees and expenses
do not exceed $25,000. Where the fees and expenses incurred by a
Workers' Compensation Professional exceeds $25,000 in any month,
the Judge decrees that the affected professional should seek
court approval for compensation and reimbursement.

Judge Bodoh clarifies his Order authorizing the Debtors to pay
pre-petition employee obligations issued on the first day of this
proceeding by modifying the automatic stay so that all cases and
procedures in workers' compensation cases may proceed to decision
in the appropriate forum until further Order of the Bankruptcy
Court. The automatic stay continues to apply to any collection
effort unless modified by further Order. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
March 8-9, 2001
    ALI-ABA
       Corporate Mergers and Acquisitions
          Renaissance Stanford Court, San Francisco, California
             Contact: 1-800-CLE-NEWS

March 16, 2001
    American Bankruptcy Institute
       Bankruptcy Battleground West
          Century Plaza Hotel, Los Angeles, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

March 28-30, 2001
    RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
       Healthcare Restructurings 2001
          The Regal Knickerbocker Hotel, Chicago, Illinois
             Contact: 1-903-592-5169 or ram@ballistic.com

March 29-April 1, 2001
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton; Las Vegas, Nevada
             Contact: 1-770-535-7722 or Nortoninst@aol.com

April 2-3, 2001
    PRACTISING LAW INSTITUTE
       23rd Annual Current Developments
       in Bankruptcy and Reorganization
          PLI New York Center, New York, New York
             Contact: 1-800-260-4PLI or htt://www.pli.edu

April 19-21, 2001
    ALI-ABA
       Fundamentals of Bankruptcy Law
          Pan Pacific Hotel, San Francisco, California
             Contact: 1-800-CLE-NEWS

April 19-22, 2001
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 26-29, 2001
    COMMERCIAL LAW LEAGUE OF AMERICA
       71st Annual Chicago Conference
          Westin Hotel, Chicago, Illinois
             Contact: Comlawleag@aol.com

April 30-May 1, 2001
    PRACTISING LAW INSTITUTE
       23rd Annual Current Developments
       in Bankruptcy and Reorganization
          PLI California Center, San Francisco, California
             Contact: 1-800-260-4PLI or http://www.pli.edu

May 14, 2001
    American Bankruptcy Institute
       NY City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org

May 25, 2001
    American Bankruptcy Institute
       Canadian-American Bankruptcy Program
          Hotel TBA, Toronto, Canada
             Contact: 1-703-739-0800

June 7-10, 2001
    American Bankruptcy Institute
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, Michigan
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 13-16, 2001
    Association of Insolvency & Restructuring Advisors
       Annual Conference
          Hyatt Newporter, Newport Beach, California
             Contact: 541-858-1665 or aira@ccountry.com

June 14-16, 2001
    ALI-ABA
       Partnerships, LLCs, and LLPs: Uniform Acts,
       Taxations, Drafting, Securities, and Bankruptcy
          Swissotel, Chicago, Illinois
             Contact: 1-800-CLE-NEWS

June 18-19, 2001
    American Bankruptcy Institute
       Investment Banking Program
          Association of the Bar of the City of New York,
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 21-22, 2001
    RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
       Bankruptcy Sales & Acquisitions
          The Renaissance Stanford Court Hotel,
          San Francisco, California
             Contact: 1-903-592-5169 or ram@ballistic.com

June 25-26, 2001
    TURNAROUND MANAGEMENT ASSOCIATION
       Advanced Education Workshop
          The NYU Salomon Center at the Stern School
          of Business, New York, NY
             Contact: 312-822-9700 or info@turnaround.org

June 28-July 1, 2001
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact:  770-535-7722 or Nortoninst@aol.com

June 28-July 1, 2001
    American Bankruptcy Institute
       Hawaii CLE Program
          Outrigger Wailea Resort, Maui, Hawaii
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 30 through July 5, 2001
    National Association of Chapter 13 Trustees
       Annual Seminar
          Marriott Hotel and Marina, San Diego, California
             Contact: 1-800-445-8629 or http://www.nactt.com

July 13-16, 2001
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
          Stoweflake Resort, Stowe, Vermont
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 26-28, 2001
    ALI-ABA
       Chapter 11 Business Reorganizations
          Hotel Loretto, Santa Fe, New Mexico
             Contact: 1-800-CLE-NEWS

August 1-4, 2001
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          The Ritz-Carlton, Amelia Island, Florida
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 6-9, 2001
    American Bankruptcy Institute
       Southwest Bankruptcy Conference
          The Four Seasons Hotel, Las Vegas, Nevada
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 7-11, 2001
    National Association of Bankruptcy Trustees
       Annual Conference
          Sanibel Harbor Resort, Ft. Myers, Florida
             Contact: 1-800-445-8629 or http://www.nabt.com

September 13-14, 2001
    ALI-ABA
       Corporate Mergers and Acquisitions
          Washington Monarch, Washington, D.C.
             Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

September 14-15, 2001
    American Bankruptcy Institute
       ABI/Georgetown Program "Views from the Bench"
          Georgetown University Law Center, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 3-6, 2001
    American Bankruptcy Institute
       Litigation Skills Symposium
          Emory University School of Law, Atlanta, Georgia
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 16-17, 2001
    International Women's Insolvency and
    Restructuring Confederation (IWIRC)
       Annual Fall Conference
          Somewhere in Orlando, Florida
             Contact: 703-449-1316 or
                      http://www.inetresults.com/iwirc

November 29-December 1, 2001
    American Bankruptcy Institute
       Winter Leadership Conference
          La Costa Resort & Spa, Carlsbad, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

January 11-16, 2002
    Law Education Institute, Inc
       National CLE Conference(R) - Bankruptcy Law
          Steamboat Grand Resort
          Steamboat Springs, Colorado
             Contact: 1-800-926-5895 or lawedinstitute.com

February 7-9, 2002 (Tentative)
    American Bankruptcy Institute
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, Colorado
             Contact: 1-703-739-0800 or http://www.abiworld.org

March 15, 2002 (Tentative)
    American Bankruptcy Institute
       Bankruptcy Battleground West
          Century Plaza Hotel, Los Angeles, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 18-21, 2002
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

May 13, 2002 (Tentative)
    American Bankruptcy Institute
       New York City Bankruptcy Conference
          Association of the Bar of the City of New York,
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 6-9, 2002
    American Bankruptcy Institute
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, Michigan
             Contact: 1-703-739-0800 or http://www.abiworld.org

June __, 2002
    American Bankruptcy Institute
       Delaware Bankruptcy Conference
          Hotel Dupont, Wilmington, Delaware
             Contact: 1-703-739-0800 or http://www.abiworld.org

December 5-8, 2002
    American Bankruptcy Institute
       Winter Leadership Conference
          The Westin, La Plaoma, Tucson, Arizona
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 10-13, 2003
    American Bankruptcy Institute
       Annual Spring Meeting
          Grand Hyatt, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

December 5-8, 2003
    American Bankruptcy Institute
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                            *********


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

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

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

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


                           *********


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

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

                      *** End of Transmission ***