TCR_Public/010326.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Monday, March 26, 2001, Vol. 5, No. 59

                            Headlines

AGERE SYSTEMS: Moody's Cuts Issuer Ratings to Baa3& Prime-3
AIRCRAFT 23651: Chapter 11 Case Summary
AMES DEPARTMENT: Reports Fourth Quarter and FY 2000 Results
ASDAR Group: Withdraws Court Action Against Derek In B. C.
ASISTA.COM: Digital Trading Hub Liquidates Assets

ASSISTED LIVING: Engages Jefferies & Co. as Financial Advisor
BVFMAC: Fitch Downgrades Franchise Loan Securitizations
CASTLE DENTAL: Receives Nasdaq's Second Delistment Notice
CONSUMERS PACKAGING: Hires Brent Ballantyne as New CEO/CRO
CORPAS INVESTMENTS: Taps Wolff Hill to Handle Bankruptcy Process

E.SPIRE COMMUNICATIONS: Files Chapter 11 Petition in Wilmington
E.SPIRE COMM.: Case Summary and 20 Largest Unsecured Creditors
EDUCATIONAL INSIGHTS: Fails To Meet Nasdaq's Listing Requirement
ELLET BROTHERS: Shares Kicked-Off Nasdaq's List
FINOVA: Court Okays Payment of Any Essential Prepetition Claim

FORTEL INC.: Falls Short Of Nasdaq's Listing Requirements
FRUIT OF THE LOOM: Summary Of Joint Plan Of Reorganization
G-I HOLDINGS: Court Blocks Asbestos Suit Maneuver Against BMCA
GENESIS HEALTH: Reports First Quarter Fiscal 2001 Results
HARNISCHFEGER: Proposes Distribution Date & Other Deadlines

HIH AMERICA: A.M. Best Rates Insurer's Financial Strength at C
LASON INC.: Evaluates Divestiture of U.K.-Based Subsidiary
LERNOUT & HAUSPIE: Judge To Rule This Week on Trustee
LERNOUT & HAUSPIE: Closes Republishing Deal With MediaGold
LOEWEN: Establishing Liquidating Trust Under The Amended Plan

LTV CORP.: Steel Unit Reduces Salaried Employment Levels By 17%
LUCENT: Ratings May Fall To Junk With Less Proceeds from Agere
MARINER: GCI-Wisconsin Sells Audubon Facility For $1.3 Million
MINNESOTA STATE: S&P Lowers Insurer's Rating To BBpi From BBBpi
MONROE GUARANTY: Insurer's Financial Strength Rating Now at BBpi

NET PERCEPTIONS: Cuts Jobs by 46% & Sees Losses in Q1 2001
NETWORK COMPUTING: Nasdaq Delists Shares, Now Trading on OTCBB
NORTHPOINT COMMUNICATIONS: AT&T Buys All Assets For $135 Million
OWENS CORNING: Agrees To Setoff Rights With Advanced Glassfiber
OXIS INTERNATONAL: Posts $4.6 Million Net Loss For FY 2000

PARADIGM4: Ceases Operations & Files for Bankruptcy
PEERCE'S PLANTATION: Closes Doors & Looks For Buyer
PERSONNEL GROUP: Amended Loan Agreement Contracts Availability
SOUTHERN GROUP: S&P Cuts Insurer's Strength Rating to Bpi
SUN HEALTHCARE: Settles New River Lease Dispute with Highland

UTICA FIRST: S&P Downgrades Insurer's Financial Strength to BBpi
VENCOR INC.: Enters Into Lease Termination Pact With Texas HCP
VLASIC FOODS: Watson Wyatt Seeks Cancellation Of Contracts

BOND PRICING: For the week of March 26-30, 2001

                            *********

AGERE SYSTEMS: Moody's Cuts Issuer Ratings to Baa3& Prime-3
-----------------------------------------------------------
Moody's Investors Service lowered the issuer rating and short
term rating for commercial paper of Agere Systems Inc. to Baa3
and Prime-3, respectively.

This despite the good market position of Agere, the benefits
likely to be derived as an independent company, and the good
longer term prospects for the company's end markets.

The rating action reflects the greater than anticipated falloff
in business activity from Moody's earlier expectations and
Moody's view that the weak market conditions will persist at
least through the end of calendar 2001.

Moody's expect that profitability over the next several quarters
will likely be significantly lower than earlier expectations.
The issuer rating also reflects the expectation that concurrent
with Agere's pending initial public offering, Agere will assume
$2.5 billion in debt from Lucent, and Agere is expected to
receive approximately $3.5 billion in net primary proceeds from
the offering. Agere will assume the senior secured bank debt
that matures in February 2002. The security will be released
upon the permanent reduction of the $2.5 billion bank facility
to $1.0 billion and the maintenance of investment grade ratings.

Ratings lowered include:

      --Issuer rating: Baa3 from Baa2

      --Short term rating: Prime-3 from Prime-2 for a $1 billion
        commercial paper program

Agere Systems Inc, headquartered in Allentown Pennsylvania, is a
leading provider of integrated circuit and optoelectronic
components for the communications, computer and consumer
electronics markets.


AIRCRAFT 23651: Chapter 11 Case Summary
---------------------------------------
Debtor: Aircraft 23651, Inc.
         10800 Biscayne Boulevard
         Suite 800
         Miami, FL 33161

Chapter 11 Petition Date: March 22, 2001

Court: Southern District of New York

Bankruptcy Case No: 01-11617

Debtor's Counsel: Michael Steven Miller, Esq.
                   Greenberg Traurig, LLP
                   Met Life Building
                   200 Park Avenue
                   New York, NY 10166
                   Phone: (212)801-6767
                   Fax: (212)801-6400
                   Email: millerrs@gtlaw.com

                   Mark D. Bloom, Esq.
                   Greenberg Traurig, P.A.
                   1221 Brickwell Avenue
                   Miami, FL 33131
                   (305)579-0500

Estimated Total Assets: More than $100 million

Estimated Total Debts: More than $100 million


AMES DEPARTMENT: Reports Fourth Quarter and FY 2000 Results
-----------------------------------------------------------
Ames Department Stores, Inc. (NASDAQ:AMES) reported its
financial results for the fourth quarter and fiscal year 2000.

For the fourth quarter, Ames recorded a net profit of $900,000
before non-recurring charges of $151 million and the results of
32 stores in the process of closing.

"Last year was very challenging for Ames," said Chairman & Chief
Executive Officer Joseph R. Ettore. "We have taken many critical
steps to bring our operating costs and cash flow requirements in
line with the current difficult economic environment, which we
expect to continue throughout 2001."

"We were adversely affected by poor weather in both spring and
summer. When you combine these unseasonable weather patterns
with sharp increases in fuel prices, the result was a
significant decrease in the spending habits of our customer
base," stated Ettore. "We reduced our inventories throughout the
Fall season, ending the fiscal year 13 percent lower per store
than the prior year. We have also reduced our planned capital
spending by nearly $100 million, primarily by planning to open
only 5 stores in 2001 as compared to 26 new stores last year.

Finally, we have significantly reduced our staffs both in the
field and at headquarters. This, along with the reduction in
expenses from the closed stores and some reductions in our
marketing and advertising expenditures, will allow us to
decrease selling, general and administrative expenses by nearly
$100 million in 2001."

                     Fourth Quarter Results

For the 14-week period ended February 3, 2001, Ames recorded a
net loss of $152 million, or $5.18 per share. This includes non-
recurring charges of $151 million related to the closure of 32
stores, the impairment of certain assets and an extraordinary
charge resulting from the early extinguishment of the Company's
prior credit facility. This compares to net income of $96
million or $3.23 per share for the 13 weeks ended January 29,
2000. All amounts are reported on a diluted basis.

Net sales for the 14-week fourth quarter were $1.331 billion, an
increase of 4.2 percent over the $1.277 billion reported for the
fourth quarter last year. Comparable store sales for the fiscal
quarter declined 3.0 percent from the prior year, compared with
a 3.0 percent increase reported for last year's fourth quarter.

                      Full Year Results

For fiscal year 2000, a 53-week year, Ames had a net loss of
$241 million or $8.19 per share, compared with net income of
$17.1 million or $0.62 per share for the 52-week period ended
January 29, 2000. The fiscal 2000 amounts include non-recurring
charges of $151 million or $5.15 per share.

Net sales for the 53 weeks that ended on February 3, 2001 were
$4.0 billion, compared with $3.8 billion last year. Comparable-
store sales for the fiscal year declined 2.1 percent, measured
against a 6.2 percent increase the prior year.

The Company further strengthened its capital structure by
announcing earlier this month that it executed an $800 million
senior secured financing agreement for which GE Capital is
acting as Agent. The terms of the new agreement include both a
higher borrowing base and a higher advance rate than the
previous facility allowed, providing the Company with greater
flexibility and liquidity during challenging and uncertain
economic times.

Ames Department Stores, Inc., a FORTUNE 500(R) company, is the
nation's largest regional, full-line discount retailer with
annual sales of approximately $4 billion. With 452 stores in the
Northeast, Mid-Atlantic and Mid-West, Ames offers value-
conscious shoppers quality, namebrand products across a broad
range of merchandise categories. For more information about
Ames, visit www.AmesStores.com or www.espanol.AmesStores.com.


ASDAR Group: Withdraws Court Action Against Derek In B. C.
----------------------------------------------------------
Business Wire - Thursday, March 22, 2001

Derek Resources Corporation has been notified by Asdar Group
that a Writ of Summons and Statement of Claim filed against the
company in the Supreme Court of British Columbia on March 21,
2001 has been withdrawn.

Asdar is the company's 25% non-operating partner in the LAK
Ranch SAGD Project. Asdar had originally filed the Writ in
response to a foreclosure action launched against Asdar by the
company in Wyoming, U.S.A. on March 1, 2001. Asdar is in default
to the company for more than US $777,190 relating to their pro-
rata portion of project costs to February 28, 2001. Asdar
advises the company that they intend to continue their action by
seeking a restraining order in Wyoming, U.S.A. preventing the
foreclosure of their interests in the LAK Ranch Property. Derek
Resources Corporation intends to continue foreclosure
proceedings and will defend its actions in the District Court
for Weston County, Wyoming, U.S.A. if and when Asdar seeks a
restraining order.


ASISTA.COM: Digital Trading Hub Liquidates Assets
-------------------------------------------------
Alain Marcus, chief financial officer of Asista.com, announced
that the company was liquidating its assets, according to
LocalBusiness.com. Marcus did not comment on the reasoning
behind the company's financial situation and said that he is not
sure of the company's future. A year ago, the Latin American
business-to-business e-marketplace received $8.5 million in
venture capital from J.P. Morgan Capital and Morgan Stanley Dean
Witter Private Equity. Asista partnered with Austin, Texas-based
Vignette Corp. in October. More recently the company signed a
contract with Latin American systems integrator Grupo ASA to
implement and integrate different Asista services in Mexico,
Argentina and Brazil. Asista billed itself as the only multi-
seller digital trading hub operating in Latin America's three
biggest markets. (ABI World, March 22, 2001)


ASSISTED LIVING: Engages Jefferies & Co. as Financial Advisor
-------------------------------------------------------------
Assisted Living Concepts, Inc. (AMEX:ALF), a national provider
of assisted living services, has engaged Jefferies & Company,
Inc. as a financial advisor to explore restructuring the
Company's obligations to both its convertible debenture holders
and the lessors of certain under-performing leases.

The Company and Jefferies intend to initiate discussions with
these debenture holders and lessors in the near future. There is
no assurance that the Company will be successful in
restructuring its obligations.


BVFMAC: Fitch Downgrades Franchise Loan Securitizations
-------------------------------------------------------
Fitch downgraded the following BVFMAC franchise loan
securitizations:

Franchise Loan Receivables Trust 1997-C

      -- Class B from `AA-` to `A';
      -- Class C from `A-` to `BBB-`;
      -- Class D from `BBB-` to `B';
      -- Class E from `B-` to `C';
      -- Class F from `CCC' to `D'.

In addition all classes will remain on Rating Watch Negative.

Franchise loan Receivables Trust 1998-A

      -- Class B from `AA' to A;
      -- Class C from `A' to `BBB-`;
      -- Class D from `BBB' to CCC;
      -- Class E from `BB-` to `D';
      -- Class F from `B-` to `D'.

Classes C, D, E and F remain on Rating Watch Negative while
Classes A and B are placed on Rating Watch Negative.

Franchise Loan Receivables Trust 1998-B

      -- Class B from `AA' to `A+';
      -- Class C from `A' to `BB';
      -- Class D from `BBB' to `B';
      -- Class E from `BB' to `C';
      -- Class F from `B' to `D'.

Classes C, D, E and F remain on Rating Watch Negative while
Classes A and B are placed on Rating Watch Negative.

Franchise Loan Receivable Trust 1998-C, Classes C, D, E and F
remain on Rating Watch Negative while Classes A and B are placed
on Rating Watch Negative.

The rating actions are a result of the write-down of principal
due to the liquidation of the Blue Sky Petroleum (BSP) loans.
BSP has been in workout for several months, however, the impact
of the BSP borrower upon credit enhancement was just reported in
BVFMAC's March 2001 remittance reports.

BSP was a convenience store and gas station operator of 30
Exxon, and 5 Shell sites in the Atlanta market. BVFMAC made this
loan to BSP in December 1997 to acquire these units. The
collateral was comprised of 31 fee and 4 leasehold units. BSP
defaulted as a result of poor management that jeopardized the
company's ability to maintain operations and generate cash flow
to service debt.

As a result, BVFMAC was forced to put the company in
receivership and eventually put the collateral units up for sale
through a bidding process. A recent liquidation of the units
produced gross recoveries of approximately $26 million. Of the
$11.6 million gross recoveries attributed to 1998-A, $2.3
million was repaid to the special servicer for advances,
yielding a recovery to the trust of $9.3 million (52%).

Accordingly, 1998-B received a gross recovery $14.4 million with
$4 million repaid to the special servicer as reimbursement for
advances resulting in a recovery to the trust of $10.4 million
(54%). Advances made by BVFMAC comprised of payments for
principal and interest in addition to emergency funds to fulfill
payroll and vendor/supplier obligations while BSP was in
receivership.

In addition, Fitch continues to be concerned with the high level
of delinquent and non-performing loans in the BVFMAC
securitizations.


CASTLE DENTAL: Receives Nasdaq's Second Delistment Notice
---------------------------------------------------------
Castle Dental Centers, Inc. (Nasdaq: CASL) received a Nasdaq
Staff Determination letter indicating that it failed to maintain
a minimum bid price of $1.00 per share over the previous 30
consecutive trading days as required by Nasdaq Marketplace Rule
4450(a)(5), and that its common stock is therefore subject to
delisting from The Nasdaq National Market.

The Company has previously announced on March 13, 2001, that it
had received a Nasdaq Staff determination that it had failed to
maintain market value float of $5,000,000 over the previous 30
consecutive trading days as required by Nasdaq market rules.

Castle Dental has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
hearing request has stayed the delisting of Castle's common
stock pending the Panel's determination. However, there can be
no assurance the Panel will grant any request by Castle for
continued listing. If the Panel does not grant Castle's request
for continued listing of its common stock on the Nasdaq National
Market, the Company currently intends to have its common stock
trade on the OTC Bulletin Board.

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S. The Company manages 100 dental centers with approximately
235 affiliated dentists in Texas, Florida, Tennessee and
California.


CONSUMERS PACKAGING: Hires Brent Ballantyne as New CEO/CRO
----------------------------------------------------------
Consumers Packaging Inc. (TSE:CGC.TO) announced the appointment
of Brent Ballantyne as its Chief Restructuring Officer and Chief
Executive Officer and as a Director. Mr. Ballantyne has
extensive restructuring experience, including for Beatrice Foods
Inc. and The T. Eaton Company Limited. Mr. Ballantyne will
manage the restructuring or sale of Consumers, including
negotiating with existing creditors, evaluating proposals for
its restructuring or sale, overseeing the development of
financial projections and the dissemination of appropriate
information to all stakeholders. In his capacity as Chief
Restructuring Officer, Mr. Ballantyne will report to a committee
of the Consumers Board of Directors comprised of independent
directors, namely Dennis Belcher (Chair), Anthony F. Griffiths
and Garrett Herman. Dennis Belcher has been appointed Lead
Director to assist in the operation of the Board of Directors.
John Ghaznavi has stepped down as Chief Executive Officer of
Consumers. Mr. Ghaznavi will continue in his role as Chairman
and Chief Executive Officer of Anchor Glass Container
Corporation.

Mr. Belcher stated "We are pleased that we have managed to
secure the very best restructuring officer available. We're
confident that Mr. Ballantyne is exactly the person we need to
lead Consumers through this restructuring."

In his capacity as Chief Executive Officer, Mr. Ballantyne will
report to the Consumers Board of Directors and will be
responsible for the management of day-to-day operations. He will
work with the current Consumers management team, headed by Ken
Cloud, President, who will report to Mr. Ballantyne.

"The appointment of Mr. Ballantyne should in no way be taken as
a vote of non-confidence in current management. We need someone
with Mr. Ballantyne's particular expertise to focus exclusively
on the restructuring and we need our management team to give its
undivided attention to day-to-day operations", said Mr. Belcher.
The independent board committee and Mr. Ballantyne will continue
to be assisted by a team of outside advisers including KPMG LLP
and Deutsche Banc Alex. Brown Inc.

The Company also released preliminary unaudited consolidated
operating results for the year ending December 31, 2000. The
Company reported a consolidated net loss of $137 million on net
sales of $1,543 million, compared with a loss of $127 million on
net sales of $1,514 million in 1999. Management attributes the
additional loss in fiscal 2000 to cost increases, most notably
the increase in the cost of natural gas, which were not
adequately recovered through increases in sales prices. Certain
charges against accounts receivable, inventory and fixed assets,
along with other significant expenses from litigation
settlements, one-time pension costs and debt service also
contributed to the 2000 loss position.


CORPAS INVESTMENTS: Taps Wolff Hill to Handle Bankruptcy Process
----------------------------------------------------------------
Corpas Investments Inc. (OTCBB:CPIM), d/b/a MediaWebcast, had
retained the services of Wolff, Hill, McFarlin & Herron, P.A. of
Orlando, Fla. to represent the company through an anticipated
bankruptcy process.

Effective Jan. 27, 2001, the board of directors formally
accepted the resignations of Molly A. Miles, CEO, and Gene Fein,
President, as well as the rest of the executive staff of the
company. Chairman Ross A. Love assumed the responsibilities of
interim CEO working with the board of directors to explore all
remaining options for the company. "At this time we feel that we
have explored all options available and now feel that bankruptcy
is our best and only option left," explained Ross A. Love.

Corpas Investments Inc. d/b/a MediaWebcast, is a targeted
programming developer and a worldwide transmedia distribution
company. Producing and distributing live action and Web-enabled
content across a worldwide media spectrum, MediaWebcast's goal
is to become one of the preeminent global creators and
distributors of entertainment content.


E.SPIRE COMMUNICATIONS: Files Chapter 11 Petition in Wilmington
---------------------------------------------------------------
e.spire(R) Communications, Inc. (Nasdaq:ESPI) and its
subsidiaries have filed voluntary petitions for Chapter 11
protection with the U.S. Bankruptcy Court for the District of
Delaware.

As a competitive local exchange carrier, or CLEC, e.spire's core
business is providing local and long distance telephone service
to small to medium sized businesses. Through its subsidiaries
ACSI Network Technologies and CyberGate, Inc./ValueWeb, it
builds and leases fiber networks and provides Web hosting and
colocation services.

"e.spire will use this period to complete the reorganization of
our finances and the equitization of our bondholder debt," said
George F. Schmitt, e.spire Chairman and Acting Chief Executive
Officer. "We have been working closely with an informal
committee of bondholders, representing more than 70% of our
unaffiliated bondholders, and have received strong indications
of support for a rapid restructuring."

"During this period, the management team, which has been in
place since last April, will continue to lead the business,"
added Schmitt. "This team, along with all the employees of
e.spire, has continually reduced operating expenses and
increased revenues, resulting in e.spire's achievement of
positive adjusted EBITDA for the first time in the fourth
quarter of 2000."

e.spire also announced that it has secured a commitment for up
to $85 million of debtor-in-possession (DIP) financing from a
group led by Foothill Capital and Ableco Finance, LLC and
including e.spire Chairman George Schmitt. The Company indicated
that it believes that these funds will be sufficient to complete
the restructuring process.

"We will continue to serve all of our customers without
interruption," said Bradley E. Sparks, e.spire Chief Financial
Officer. "It will be business as usual while we complete our
reorganization. We expect a smooth transition when we emerge in
a few months. We will have a strong balance sheet and, due to
the expected equitization of our bonds, will be within sight of
profitability."

e.spire Communications, Inc. is a leading integrated
communications provider, offering traditional local and long
distance, dedicated Internet access, and advanced data
solutions, including ATM and frame relay. e.spire also provides
Web hosting, dedicated server, and colocation services through
its Internet subsidiary, CyberGate, Inc., and its subsidiary
ValueWeb.

e.spire's subsidiary, ACSI Network Technologies, Inc., provides
third parties, including other communications concerns,
municipalities, and corporations, with turnkey fiber-optic
design, construction, and project management expertise. More
information about e.spire is available at e.spire's Web site,
www.espire.net.


E.SPIRE COMM.: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: E.Spire Communications, Inc.
              12975 Worldgate Drive
              Herndon, Virginia 20170

Debtor affiliates filing separate chapter 11 petitions:

         E.Spire Finance Corporation
         E.Spire Leasing Corporation
         E.SpireData, Inc.
         CyberGate, Inc.
         FloridaNet, Inc.
         ACSI Local Switched Services, Inc.
         ACSI Local Switched Services Of Virginia, Inc.
         ACSI Long Distance, Inc.
         ACSI Network Technologies, Inc.
         American Communications Services of Albuquerque, Inc.

         American Communications Services of Amarillo, Inc.
         American Communications Services of Atlanta, Inc.
         American Communications Services of Austin, Inc.
         American Communications Services of Baton Rouge, Inc.
         American Communications Services of Birmingham, Inc.
         American Communications Services of Charleston, Inc.
         American Communications Services of Chattanooga, Inc.
         American Communications Services of Colorado Springs,
              Inc.
         American Communications Services of Columbia, Inc.
         American Communications Services of Columbus, Inc.

         American Communications Services of Corpus Christi, Inc.
         American Communications Services of Dallas, Inc.
         American Communications Services of D.C., Inc.
         American Communications Services of El Paso, Inc.
         American Communications Services of Forth Worth, Inc.
         American Communications Services of Greenville, Inc.
         American Communications Services of Irving, Inc.
         American Communications Services of Jackson, Inc.
         American Communications Services of Jacksonville, Inc.
         American Communications Services of Kansas City, Inc.

         American Communications Services of Las Vegas, Inc.
         American Communications Services of Lexington, Inc.
         American Communications Services of Little Rock, Inc.
         American Communications Services of Louisiana, Inc.
         American Communications Services of Louisville, Inc.
         American Communications Services of Maryland, Inc.
         American Communications Services of Miami, Inc.
         American Communications Services of Mobile, Inc.
         American Communications Services of Montgomery, Inc.
         American Communications Services of Pima County, Inc.

         American Communications Services of Rio Rancho, Inc.
         American Communications Services of Roanoke, Inc.
         American Communications Services of San Antonio, Inc.
         American Communications Services of Savannah, Inc.
         American Communications Services of Shreveport, Inc.
         American Communications Services of Spartanburg, Inc.
         American Communications Services of Tampa, Inc.
         American Communications Services of Tulsa, Inc.
         American Communications Services of Virginia, Inc.
         American Communications Services International, Inc.


Type of Business: E.Spire Communications, Inc. and its 50
subsidiaries provide facilities-based integrated communications
to businesses, including a full range of switched voice, data
and Internet services.

Chapter 11 Petition Date: March 22, 2001

Court: District of Delaware

Bankruptcy Case No: 01-00974 through 01-01024

Judge: Hon. Peter J. Walsh

Debtors' Counsel: Domenic E. Pacitti, Esq.
                   Klehr, Harrison, Harvey, Branzburg
                   919 Market Street, Suite 1000
                   Wilmington, DE 19801

                   Norman L. Pernick, Esq.
                   Saul Ewing, LLP
                   222 Delaware Ave., Suite 1200
                   Wilmington, DE 19801

Total Assets: $911,282,000

Total Debts: $1,472,390,000

List of Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim   Claim Amount
------                        ---------------   ------------
Chase Manhattan Bank          Bond Debt         $ 905,000,000
450 West 33rd Street
15th Floor
New York, NY 10001-2697
Contact: Natalie Pesche
Phone: (212)946-7550
Fax: (212)946-8162

Metromedia Fiber Network      Trade Debt          $ 6,666,432
Services, Inc.
Contact: Chris Christianson,
Treasurer
360 Hamilton Ave.
White Plains, NY 10601
(914)683-6814
Contact: Robert Sokala, G.C.
One North Lexington Ave.
4th Floor
White Plains, NY 10601
Phone:(914)421-6793
Fax: (914)421-6777

Lucent Technologies           Trade Debt          $ 6,435,285
Room 3COS
6701 Roswell Road
Atlanta, GA 30328
Contact:
Kim Richardson, Collections
(404)573-5269

Bell South                    Trade Debt          $ 2,269,680
600 N. 19th St.
9th Floor
Birmingham, AL 35203
Contact:
Scott Hogg, Account Manager
(205)321-4957
(205)321-4364

Objective Systems             Trade Debt          $ 2,095,617
Integrators
101 Park Way
Folsom, CA 95630
Phone:(916)353-2400
Fax: (916)353-2424

Cisco Systems, Inc.           Trade Debt          $ 1,490,959
Ste. 300
8735 W. Higgins Rd.
Chicago, IL 60631
Contact: Glenn Trible
Ste. 300
380 Herndon Pkway
Herndon, VA 22070
Phone: (703)484-8654
Fax: (703)397-5599

Morris Plumbing & Electric    Trade Debt          $ 1,279,654
Co., Inc.
110 5th Avenue NE
Moultrie, GA 31768
Contact: Eddie Roberts
Phone:(888)844-9315
Fax:(229)985-1800

TEKELEC                       Trade Debt          $ 1,205,496
26580 W. Agoura Rd.
Calabasas, CA 91302
Contact: Robert Tinsley
12110 Sunset Hills Rd.
Ste. 450 Reston, VA 20190
(703)715-2927

Alcatel Network Systems       Trade Debt          $ 1,122,521
Building 8, Ste. 200
12770 Merit Drive
Dallas, TX 75251
Contact: Bart Manguno
Alcatel USA, Inc.
100 Coil Road
Plano, TX 75075
Phone: (972)519-3000
Fax: (972)519-3999

Fujitsu                       Trade Debt          $ 1,028,117
Ste. 1450
500 Park Blvd.
Itasca, IL 60143
Contact: Bruce Long
Phone: (972)479-7698
Fax: (630)250-8669

GTE/Verizon                   Trade Debt            $ 798,777
500 E Carpenter Frwy
Irving, TX 75062
Contact: Sean Gilmartin
Phone:(972)717-2057
Fax:(972)717-2737

Bell Atlantic/Verizon         Trade Debt            $ 741,645
Floor 6
Washington Park
Newark, NJ 07102
Contact: Thomas Wall
Phone:(973)649-4389
Fax:(973)642-7001

Simons Cuddy & Friedman       Professional          $ 711,405
1701 Old Pecos Trail          Services
P.O. Box 4160
Santa Fe, NM 87502-4160
(505)988-4476
(505)982-0185

MCI WorldCom                  Trade Debt            $ 659,376
Ste. 900
1921 Gallows Rd.
Vienna, VA 22182
Contact: Mike Wilson
Telecom Acct. Manager
(703)269-6742
Brett McMillen
Sr. Acct. Manager
(703)341-4967

Southwestern Bell             Trade Debt            $ 631,619
Telephone
208 S. Akard St.
Dallas, TX 75202
Contact: Gina Porter
Phone:(214)464-5260
Fax:(214)464-4845

Adecco Employment Services    Trade Debt            $ 590,837
Ste. 515 York Building
8600 LaSalle Rd.
Towson, MD 21286
Contact: Keith Logan
Phone:(410)296-2870
Fax:(410)296-9094

Marconi Communications Corp.  Trade Debt            $ 568,007
Transport Systems Business
Unit 1375 Trans-Canada
Highway Dorval, QC H9P2W8
Contact: Al Kothe
Phone:(908)208-0984
Phone:(514)685-1737
Fax:(514)822-4079

Phillips Communications       Trade Debt            $ 525,243
& Equipment
31 Commerce Dr.
Ruckersville, VA 22968
Contact: Charlie Mason
Phone: (804)985-3600
Fax:(804)985-2006

Corporate Software &          Trade Debt            $ 500,346
Technology, Inc.
2 Edgewater Dr.
Norwood, MA 02062
Contact: Elizabeth Verg
Phone:(781)440-1329
Fax:(781)440-7070

Ociler Enterprises            Trade Debt            $ 469,102
11311 McCormick Road
Suite 170
Hunt Valley,MD 21031
Contact: Christian Partoza
Phone:(410)427-8000
Fax:(410)427-8008


EDUCATIONAL INSIGHTS: Fails To Meet Nasdaq's Listing Requirement
----------------------------------------------------------------
Educational Insights, Inc. (Nasdaq: EDIN) having received notice
of potential delisting of its common stock by Nasdaq, said that
it will not pursue its right of appeal to a Nasdaq Listing
Qualifications Panel regarding its potential delisting. The
Nasdaq listing requirements include a rule requiring that a
listed company's stock price be a minimum of $1.00 per share. As
the Company's stock price has been below that level since
November 17, 2000, it has been in violation of this rule.

Based on the current trading activity, it is likely that the
Company will not meet the minimum stock price threshold prior to
the April 5, 2001 deadline set by Nasdaq. As a result the
Company's common stock will likely cease being traded on Nasdaq
after that date but the Company anticipates that its common
stock will be eligible to be traded on the Bulletin Board and
the so-called pink sheets.

Educational Insights, Inc. designs, develops and markets a
variety of educational products, including electronic learning
aids, electronic games, activity books, science kits, board
games and other materials for use in both schools and homes. The
Company's product line, including its most popular product,
GeoSafari, appeals to children as well as students ranging from
pre-kindergarten to adult and is designed to make learning fun.


ELLET BROTHERS: Shares Kicked-Off Nasdaq's List
-----------------------------------------------
Ellett Brothers, Inc. (Nasdaq: ELET) has been notified in a
letter from NASDAQ that it will be removed from listing on
NASDAQ's SmallCap Market at the opening of business on March 23,
2001. The delisting is a result of the Company's failure to
comply with the requirement to maintain two active market makers
in the Company's stock, which is necessary to be in compliance
with Marketplace Rule 4310(c)(1), and its subsequent inability
to regain compliance under Marketplace Rule 4310(c)(8)(A), as
previously announced.

Ellett Brothers is a nationwide marketer and supplier of natural
outdoor sporting goods products. Now in its 68th year of
business, the Company markets and distributes a broad line of
products and accessories for hunting and shooting sports,
marine, camping, archery and other related outdoor activities.


FINOVA: Court Okays Payment of Any Essential Prepetition Claim
--------------------------------------------------------------
"To maintain normal business operations . . . without
disruption, The FINOVA Group, Inc., the Debtors, may need to pay
certain prepetition claims and/or third party obligations.
Except for . . . general descriptions of the types of expenses
. . . , at this time the Debtors are unable to specifically
identify such claims, if any," Jonathan M. Landers, Esq., at
Gibson, Dunn & Crutcher LLP told Judge Wizmur.

Notwithstanding the vagueness of the request, "the Debtors seek
authorization to pay any such claims in the ordinary course of
business to ensure that the Debtors can honor the commitments
and obligations referenced herein without interruption and avoid
any additional costs or expenses for approval of such payments.
The Debtors believe that any such claims will be de minimis in
relation to total assets and liabilities of the estates and the
benefits their estates will realize in paying such claims.

"Payments of certain prepetition obligations could arise in
contexts other than funding commitments, such as: (i) leases,
including leveraged leases, (ii) the sale or lease of
Repossessed Assets, Refurbished Assets or Leased Assets, (iii)
loan servicing obligations, (iv) collection activities and (vi)
portfolio management. As previously described herein,
prepetition obligations that arise in these contexts are either
de minimis or difficult to project and quantify. Satisfying
these obligations is necessary to enhance, preserve and/or
maximize the value of the estates and, therefore, the Debtors
request authorization to pay these prepetition obligations," the
Debtors asserted.

Without requiring any greater specificity about the claims, if
any, the Debtors might envision paying, Judge Wizmur entered an
order an the Debtors' behest granting them authority, "in their
sole and absolute discretion to pay prepetition claims essential
to the Debtors' abilities to honor [their] commitments and
obligations." (Finova Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FORTEL INC.: Falls Short Of Nasdaq's Listing Requirements
---------------------------------------------------------
Fortel Inc., a maker of software for monitoring online
performance, said it received a notice from Nasdaq Tuesday that
its common stock is subject to delisting from the Nasdaq
SmallCap Market for failure to maintain a minimum bid price of
$1 per share, Reuters reports.

Accordingly, Fortel has appealed this move and has requested a
hearing before a Nasdaq panel to review the decision. This
request will stay any delisting pending the panel's decision,
Fortel said, according to Reuters.


FRUIT OF THE LOOM: Summary Of Joint Plan Of Reorganization
----------------------------------------------------------
Fruit of the Loom, Ltd. assumes that it will obtain an exit
facility of up to $425,000,000 upon emergence from the
reorganization cases. The exit facility will be secured by all
the real and personal property of the reorganized Fruit of the
Loom. The proceeds from the exit facility, combined with
available cash from non-debtor operating subsidiaries and cash
from operations, will be used to repay the DIP facility, fund
payments envisioned under the plan on the effective date, meet
working capital and other corporate needs. This will facilitate
Debtors' emergence from bankruptcy. As of now, no formal
commitment for exit financing is pending, however, it is a
condition to confirmation of the reorganization plan.

The plan is the product of diligent efforts by Fruit of the
Loom, the prepetition secured creditors and various creditor
constituencies. It provides for a fail allocation of assets in
an orderly manner.

Under the plan, claims against equity interests in Fruit of the
Loom are divided into classes according to their seniority and
other criteria. If the plan is confirmed by the Court and
consummated, holders of claims in Classes 1,2,3,4 and 5 will
receive distributions of cash, new notes and/or new stock. Fruit
of the Loom has made financial projections of earnings and cash
flows for each of the fiscal years 2001 through 2003. Fruit of
the Loom asserts that creditors will receive greater and earlier
recoveries under the plan than under other alternatives,
including liquidation.

The new notes will be issued by the reorganized Union Underwear
and will be guaranteed by each of the reorganized subsidiaries
and the new FTL Ltd. The new notes will be in an aggregate
initial principal amount of $275,000,000, subject to upward
adjustment, up to $300,000,000. They will constitute senior,
unsecured obligations of the reorganized Fruit of the Loom and
the guarantors. The new notes will mature on the seventh
anniversary of the effective date and will accrue interest at
688 basis points over the imputed yield of the seven-year
Treasury Note (as determined by an interpolation of the five and
ten year Treasury Note yield to maturity). The interest rate
shall not be less than 11% nor greater than 13%. No principal is
due prior to the maturity date. The original principal will be
adjusted to increase by an amount equal to the cash proceeds of
asset sales by Fruit of the Loom from and after January 1, 2001
and through the effective date; however, the principal amount
shall not exceed $300,000,000.

The Scheme of Arrangement will apply to all FTL Cayman's Scheme
Creditors. The Scheme of Arrangement will not impair the claims
of those creditors of FTL Cayman who have priority claims,
priority tax claims, administrative claims or secured claims.

The Scheme of Arrangement provides for the transfer of
substantially all of the assets of FTL Cayman to the New FTL
Cayman. In exchange, the creditors of FTL Cayman will receive
the distribution rights set forth in the plan. Separate
distributions from FTL Cayman will not be made and creditors
will be entitled to only one recovery- the recovery provided for
under the plan.

Under the terms of the Scheme of Arrangement, New FTL Ltd. will
transfer to FTL Cayman a proportion of 1% of the new common
stock representing the entitlement of the unsecured creditors of
FTL Cayman to their pro rata distribution under the plan, which
shall be dealt with in the context of the unsecured creditors of
FTL Cayman's rights to a pari passu distribution of the assets
of FTL Cayman in its winding up/liquidation. Immediately after
the Scheme of Arrangement is approved by the Cayman Court, FTL
Cayman shall apply to the Cayman Court to have a final
liquidation order made under the Companies law.

The Memorandum and Articles if Association of New FTL, Ltd.
shall authorize the issuance of 100,000,000 shares of new common
stock. On and after the effective date, holders of claims in
Classes 2 and 4 shall receive stock distributions of shares
consisting of 47,000,000 shares of the new common stock.

New shares of Union Underwear common stock will be issued. On
the effective date, reorganized Union Underwear shall be deemed
to issue the new common stock to the holders of allowed claims
in Classes 2 and 4 in the same amounts as the distributions to
such holders, and such holders shall be deemed to contribute the
new Union Underwear common stock to New FTL, Ltd.

Fruit of the Loom anticipates that the equity ownership of New
FTL Ltd. will be distributed in the percentages of 99% to the
prepetition secured creditor claims and 1% to the unsecured
claims. (Fruit of the Loom Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


G-I HOLDINGS: Court Blocks Asbestos Suit Maneuver Against BMCA
--------------------------------------------------------------
A judge in the U.S. Bankruptcy Court in Newark, N.J., rejected
an attempt by asbestos claimants to drag a nonbankrupt
subsidiary of troubled G-I Holdings into its chapter 11 filing,
according to TheDeal.com. Samuel Heyman, who owns 99 percent of
G-I, put the building products company into bankruptcy Jan. 5.
Building Materials Corp. of America (BMCA), a healthy unit of G-
I, was not part of that filing. Asbestos claimants tried to
expand their multimillion-dollar claims against G-I by bringing
BMCA into the case, but Judge Rosemary Gambardella rejected
their arguments.

BMCA is a wholly owned subsidiary of the Wayne, N.J.-based G-I,
which has minimal assets and depends on dividend distributions
from BMCA for most of its cash flow. G-I's liabilities are all
tied to the asbestos claims while BMCA has $210 million in bank
debt with Chase Manhattan NA and $539 million in senior secured
notes. (ABI World, March 22, 2001)


GENESIS HEALTH: Reports First Quarter Fiscal 2001 Results
---------------------------------------------------------
Genesis Health Ventures, Inc. (OTCBB: ghvie.ob) announced
results for the first quarter of fiscal 2001 concurrently with
the filing of its Form 10-Q.

Revenues were $629.0 million and earnings before interest,
taxes, depreciation and amortization (EBITDA) and excluding
$14.2 million of debt restructuring and reorganization costs and
a gain of $1.8 million on the sale of an eldercare center were
$50.6 million for the quarter ended December 31, 2000.

Net loss attributed to common shareholders for the quarter ended
December 31, 2000 was $32.8 million or $0.67 per common share.

Genesis ElderCare Corp., the joint venture that owns The
Multicare Companies, Inc., also announced results for the first
quarter of fiscal 2001.

Revenues were $160.4 million and earnings before interest,
taxes, depreciation and amortization (EBITDA) and excluding $3.5
million of debt restructuring and reorganization costs were
$10.2 million for the quarter ended December 31, 2000.

Net loss for the quarter ended December 31, 2000 was $3.1
million.

Genesis Health Ventures, a debtor in possession, provides
eldercare in the eastern United States through a network of
Genesis ElderCare skilled nursing and assisted living centers
plus long-term care support services nationwide including
pharmacy, medical equipment and supplies, rehabilitation, group
purchasing, consulting and facility management.

Multicare, a debtor in possession, is a 43.6% owned consolidated
subsidiary of Genesis Health Ventures, Inc. for financial
reporting purposes and is managed by Genesis. Multicare provides
eldercare services in the eastern and mid-western United States
through skilled nursing and assisted living centers.


HARNISCHFEGER: Proposes Distribution Date & Other Deadlines
-----------------------------------------------------------
Harnischfeger Industries, Inc. requested that the Court:

      (A) establish April 13, 2001 as the Distribution Record
          Date and establish related procedures;

      (B) establish June 4, 2001 as a Second Administrative Bar
          Date and related procedures;

      (C) establish December 2, 2002 as the deadline by which the
          Debtors must object to claims; and

      (D) extend the statute of limitations under section
          546(a)(1)(A) of the Bankruptcy Code.

                (A) Record Date for Distributions

(1) April 13, 2001 as the Distribution Record Date

     The Debtors explained that they anticipate that the
effective date of the Plan will occur on or about May 1, 2001,
assuming that the Plan is confirmed on April 3, 2001. As the
Plan specifies that the Initial Payment Date will occur no later
than 30 days after the effective date of the Plan, a claim must
be an allowed claim on or about May 21, 2001 in order for the
claimant to receive the first distribution on the Initial
Payment Date.

The Debtors believe that setting April 13, 2001 as the
Distribution Record Date will allow them sufficient time to
update their books and records for determining which entities
are entitled to receive distributions under the Plan in order to
make distributions by June 1, 2001.

If the Plan is confirmed on April 3, 2001, then the Debtors will
be poised to distribute:

      * cash to the holders of allowed administrative claims;
      * cash on account of assumed executory contracts and
        unexpired leases;
      * stock to the holders of allowed unsecured claims against
        HII;
      * cash, notes and possibly stock to holders of allowed
        unsecured claims against the Note Group Debtors;
      * stock to holders of allowed unsecured claims against the
        Stock Group Debtors; and
      * cash to holders of allowed unsecured claims against the
        Liquidating Debtors.

(2) Procedures Governing Claims Transferred Or Sold

     The Debtors noted that a heavy volume of claims transfers
have occurred in these cases.

As Bankruptcy Rule 3001(e) requires, a number of transfer forms
have been filed with the Bankruptcy Court clerk. For a claim
transfer to be recorded on the official claims register, the
Bankruptcy Court clerk transmits the Rule 3001(e) transfer form
to the Poorman-Douglas Corporation, the Debtors' notice agent
and claims agent as approved by the Court.

As notice agent and claims agent, Poorman Douglas maintains the
official register of claims, including recording all transfers
of claims pursuant to Bankruptcy Rule 3001(e) and providing
notice of such transfers as required by Bankruptcy Rule 3001(e).

Approximately 1,750 claim transfers have been entered on the
official claims register with a backlog of an additional 335
claim transfers waiting at the clerk's office and not yet
transmitted to Poorman-Douglas. The 1,750 claims reflected in
the Poorman Douglas official claims register total approximately
$68,000,000 in the aggregate. Other trade claims may be
unrecorded because the transferee failed to file a Rule 3001(e)
form. The large volume of claims trading in this case has
created a concern as to who owns certain claims.

The Debtors proposed that claims that may have been sold or
transferred be treated in accordance with certain procedures:

      (a) On or before the Distribution Record Date, a Rule
3001(e) transfer form must be (a) filed with the Debtors' Claims
Agent, Poorman-Douglas Corporation, 10300 SW Allen Blvd.,
Beaverton, OR 97005-4833, Attn: Harnischfeger Industries, Inc.
and (b) served on the Debtors' Voting Agent, Bankruptcy
Management Corporation, 1330 E. Franklin Avenue, El Segundo, CA
90245, Attn: Harnischfeger Industries, Inc.

      (b) On or before April 20, 2001, Poorman-Douglas shall
serve the alleged claim transferors notice of the filing of any
Rule 3001(e) transfer form on the official claims register (and
not the Bankruptcy Court records) as of the Distribution Record
Date, as Rule 3001(e)(2) requires.

      (c) The Debtors will use the official claims register
maintained by Poorman-Douglas (and not the Bankruptcy Court
records) as of the Distribution Record Date to determine
distributions under the Plan, unless an alleged transferor
objects to the transfer of the respective claim on or before May
11, 2001. Such objection must be

           (i) filed with the Court and

          (ii) served on the Debtors' counsel:

              * James H.M. Sprayregen, Esq., Kirkland & Ellis,
                200 E. Randolph, Chicago, IL 60601, Facsimile:
                312-861-2200; and

              * Laura Davis Jones, Esq., Pachulski, Stang, Ziehl,
                Young & Jones, P.C., 919 North Market Street,
                16th Floor, Wilmington, Delaware 19801,
                Facsimile: 302-652-4400.

As stated under Rule 3001(e)(2), "[i]f a timely objection is not
filed by the alleged transferor, the transferee shall be
substituted for the transferor."

      (d) The procedures will apply to administrative claims
(including reclamation claims), cure payments and prepetition
claims.

      (e) The procedures apply to Rule 3001(e) forms filed with
the Bankruptcy Court or Poorman-Douglas on or after March 20,
2001. Entities that have already filed Rule 3001(e) forms with
the Bankruptcy Court do not need to re-file such form in
accordance with this procedure.

             (B) Second Bar Date for Administrative Claims
                       and Related Procedures

Pursuant to the Order approving the Disclosure Statement entered
by the Court on December 20, 2000, the deadline to file
administrative claims that accrued on or before December 31,
2000 was February 15, 2001. The Debtors requested that the Court
establish June 4, 2001 as the date by which administrative
claims that arise between January 1, 2001 and the Confirmation
Date must be filed (the Second Administrative Bar Date).

The Debtors also proposed that,

      (a) On or before the Second Administrative Bar Date,
administrative claims that arise between January 1, 2001 and the
Confirmation Date must be:

          (i) filed with the Debtors' Claims Agent, Poorman-
              Douglas Corporation, 10300 SW Allen Blvd.,
              Beaverton, OR 97005-4833, Attn: Harnischfeger
              Industries, Inc. and

         (ii) served on the Debtors' Voting Agent, Bankruptcy
              Management Corporation, 1330 E. Franklin Avenue, El
              Segundo, CA 90245, Attn: Harnischfeger Industries,
              Inc.

      (b) If such administrative claim is not filed by june 4,
2001 in accordance with the above procedures, then the claim
will be forever barred.

            (C) Deadline for Filing Objections to Claims

The Debtors proposed that December 2, 2002 be set as the
deadline by which objections to claims must be filed. The
Debtors note that this deadline is approximately three and a
half years after the Petition Date. The Debtors also reminded
the Court that they have already filed over 95 omnibus
objections to claims.

            (D) Extension of Statute of Limitations

The Debtors requested that the statute of limitations under
section 546(a)(l)(A) of the Bankruptcy Code be extended by three
months from June 7, 2001 to September 7, 2001.

The Debtors submitted that cause for such an extension exists
because their efforts have mainly focused on achieving
confirmation of the Plan and not on pursuing these avoidance
actions. Once the Plan is confirmed, the Plan Administrator
appointed under the Plan will require time to analyze potential
actions. The Debtors submit that their request is reasonable
because they are only requesting an additional three months,
largely to benefit the Plan Administrator and the creditors of
the Liquidating Debtors. (Harnischfeger Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HIH AMERICA: A.M. Best Rates Insurer's Financial Strength at C
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating of
HIH America Group, San Francisco, CA, to C (Weak) from B+ (Very
Good).

The rating action reflects HIH America's current run-off status
and the liquidation of HIH Insurance Ltd., the group's
Australia-based parent. On October 31, 2000, HIH America ceased
writing new business and announced the sale of the renewal
rights and other tangible assets associated with its large
account California workers' compensation business to Alaska
National Insurance Company. On December 1, 2000, HIH America
announced the sale of the renewal rights and other tangible
assets associated with its non-California workers' compensation
business to Argonaut Insurance Company. HIH America continues to
manage the run off of its in-force policies and outstanding
claims.

On March 15, 2001, Australia's HIH Insurance Ltd. placed itself
into provisional liquidation. As HIH America's parent, HIH
Insurance provided the potential for financial backing and
significant reinsurance protection for the U.S. operations. With
the uncertainty of HIH Insurance's current financial condition,
the protective cover it once offered HIH America has been
significantly reduced, potentially exposing the U.S. operations
to further economic stress. Accordingly, the rating for HIH
America has been downgraded into the "vulnerable" category.


LASON INC.: Evaluates Divestiture of U.K.-Based Subsidiary
----------------------------------------------------------
Lason, Inc. (OTCBB: LSON) announced that its wholly owned
subsidiary Lason International, Inc. has signed a Letter of
Intent with TNT Post Group NV (TPG) for the potential sale of
its U-K based Lason U.K. Limited subsidiary. The sale is subject
to due diligence.

The potential sale of the Lason U.K. Limited subsidiary, which
provides a variety of data and document management services from
its principal locations in the United Kingdom, is consistent
with Lason's strategy announced in December 2000 to focus on
core markets in North America.

About the Company

LASON is a leading provider of integrated information management
services, transforming data into effective business
communication, through capturing, transforming and activating
critical documents. LASON has operations in the United States,
Canada, Mexico, India, Mauritius and the Caribbean. The company
currently has over 85 multi-functional imaging centers and
operates over 60 facility management sites located on customers'
premises. LASON is available on the World Wide Web at
http://www.lason.com/.

TPG, with its two brands TNT and Royal PTT Post, is a global
provider of mail, and express and logistics services. It employs
approximately 130,000 people in 58 countries and serves over 200
countries. The company reported sales of Euros 9.9 billion in
2000. TPG is publicly listed on the stock exchanges of
Amsterdam, New York, London and Frankfurt.


LERNOUT & HAUSPIE: Judge To Rule This Week on Trustee
-----------------------------------------------------
U.S. bankruptcy Judge Judith Wizmur plans to rule this week on
whether or not to appoint a trustee to oversee the assets of a
Lernout & Hauspie Speech Products NV (L&H) subsidiary, according
to Dow Jones. The move would imperil the $60 million financing
that allows bankrupt L&H to keep operating. Judge Wizmur will
announce her decision at a March 29 hearing. In the hearing she
will also consider plans for high-tech auto parts maker Visteon
Corp.'s offer to buy two technologies from L&H for $13.1
million. Last month Cerberus Capital Management LP agreed to
provide L&H with $60 million in debtor-in-possession financing,
but the company has threatened to foreclose on the credit if the
judge appoints a trustee. (ABI World, March 22, 2001)


LERNOUT & HAUSPIE: Closes Republishing Deal With MediaGold
----------------------------------------------------------
Lernout & Hauspie Speech Products NV (EASDAQ: LHSP; OTC: LHSPQ),
a world leader in speech and language technology, products and
services, announced a republishing agreement for the EMEA region
with MediaGold, a premier, European business development company
for IT, software and e-commerce publishers.

Under the terms of the agreement, MediaGold has the right to
localize, manufacture, package, market and distribute current
and future versions of L&H(TM) and Dragon Systems(R) voice
recognition and translation packaged software for retail markets
in Europe, the Middle East and Africa. MediaGold's activities
will include marketing, sales, production, public relations and
first-line technical support.

The new agreement strengthens L&H's longstanding relationship
with MediaGold, which has been representing L&H and Dragon
Systems' products in France and Germany since 1998. The
republishing agreement maintains broad-line channel distribution
of the following L&H products (available in UK English, French,
German, Dutch, Spanish and Italian) in the EMEA region:

      -   L&H Voice Xpress(TM) Standard
      -   L&H Voice Xpress(TM) Professional
      -   L&H(TM) VoiceCommands(TM)
      -   L&H(TM) SimplyTranslating(TM)
      -   L&H(TM) PowerTranslator(R)Pro
      -   L&H(TM) WebTranslator(TM)
      -   L&H(TM) Talking Max(TM)
      -   Dragon Naturally Speaking(R)Essentials
      -   Dragon Naturally Speaking(R)Standard
      -   Dragon Naturally Speaking(R)Preferred
      -   Dragon Naturally Speaking(R)Mobile

Peter Hauser, Vice President and General Manager EMEA for L&H,
said: "We are pleased to expand the scope of our relationship
with MediaGold, which has long been an important L&H partner in
the European retail software market. Our new agreement ensures
that L&H's packaged software products continue to be widely and
readily available in the EMEA consumer marketplace, and that our
customers there continue to receive full technical support."
Hauser added, "The agreement is also important in terms of
maintaining brand awareness in the EMEA, which supports L&H's
activities in the corporate, VAR and vertical markets in this
region."

Andy Goldstein, Chairman and President of MediaGold, explained:
"The combination of L&H's technological leadership and strong
brands, and MediaGold's extensive business and channel
development experience across Europe represents a powerful
partnership in the fast-growing European speech technology
marketplace. An excellent partnership to create and develop
success."

                     About MediaGold

MediaGold is a European business development company,
specializing in retail and OEM sales of consumer software
products throughout all Western European markets. Located in
Munich, Paris and London, the MediaGold companies manage sales
and distribution of the products they represent mostly on an
exclusive basis. Furthermore MediaGold offers services including
brand and market management, product design, localization and
production, marketing, public relations and logistics. To the
European consumer MediaGold presents an impressive range of high
quality and award-winning software products in the categories
games, edutainment, utilities, OS, programming software and
accessory. With renowned and successful partners, primarily
located in North America, MediaGold acts as the European liaison
and office for its partners, providing speed to market, direct
access to retail, hands on know-how and transparency of
operation to its partners. For more details, please visit
www.mediagold.com

                     About Lernout & Hauspie

Lernout & Hauspie Speech Products N.V. is a global leader in
advanced speech and language solutions for vertical markets,
computers, automobiles, telecommunications, embedded products,
consumer goods and the Internet. L&H is making the speech user
interface (SUI) the keystone of simple, convenient interaction
between humans and technology, and is using advanced translation
technology to break down language barriers. L&H provides a wide
range of offerings, including: customized solutions for
corporations; core speech technologies marketed to OEMs; end
user and retail applications for continuous speech products in
horizontal and vertical markets; and document creation, human
and machine translation services, Internet translation
offerings, and linguistic tools. L&H's products and services
originate in four basic areas: automatic speech recognition
(ASR), text-to-speech (TTS), digital speech and music
compression (SMC) and text-to-text (translation). For more
information, please visit Lernout & Hauspie on the World Wide
Web at www.lhsl.com.


LOEWEN: Establishing Liquidating Trust Under The Amended Plan
-------------------------------------------------------------
On the Effective Date, The Loewen Group, Inc. Debtors will take
steps to establish the Liquidating Trust, including: (a) the
execution and delivery of the Liquidating Trust Agreement and
(b) the transfer to the Liquidating Trust of the Liquidating
Trust Assets immediately following completion of the
Reinvestment Transactions. Upon such transfer, the Liquidating
Trust Assets shall cease to be property of the CCAA Debtors,
Debtors, the Reorganized Debtors or their respective Estates.

                The Liquidating Trust Trustee

No fewer than 10 days prior to the Confirmation Hearing, the
Creditors' Committee will take such actions and employ such
procedures as it deems necessary and appropriate to designate
the Liquidating Trust Trustee. The designation of any successor
will be governed by the Liquidating Trust Agreement.

       Distribution of the Assets of the Liquidating Trust

The Liquidating Trust Trustee will distribute all cash proceeds
received in respect of the Liquidating Trust Assets promptly to
holders of interests in the Liquidating Trust. Such distribution
will be proportionate to the respective interests with
deductions of amounts sufficient for the satisfaction of: (a)
taxes and administrative expenses; (b) unpaid fees and expenses
incurred in employing professional advisors, including the
compensation and fees of the Liquidating Trust Trustee; (c)
reimbursement of Reorganized LGII for any expenses of the
Liquidating Trust paid by Reorganized LGII as provided in the
Liquidating Trust Agreement; and (d) any other amounts required
to be withheld from distribution pursuant to the Liquidating
Trust Agreement. (Loewen Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV CORP.: Steel Unit Reduces Salaried Employment Levels By 17%
---------------------------------------------------------------
LTV Steel disclosed that it has permanently eliminated 17%, or
485, of the company's salaried positions since the fourth
quarter of 2000. Of the 485 positions eliminated, 290 were
associated with the closure of the LTV Steel Mining Company and
the sale of the Tin Mill Products business. The remainder of the
eliminated positions was primarily in staff and support areas
throughout LTV Steel. While most of the staff and support
positions were eliminated through normal attrition, there were
approximately 50 people whose employment was recently
terminated. These people will receive severance payments that
were approved by the bankruptcy court on March 20, 2001. LTV
previously announced that it had eliminated the use of 200
contract employees throughout its steel operations during the
same period.

"It is unfortunate that we must eliminate jobs from our
company," said John D. Turner, executive vice president and
chief operating officer. "However, LTV Steel is taking the
necessary steps toward returning its operations to
profitability, and this is one of the steps necessary to
accomplish that objective. We are dedicated to the long-term
financial viability and success of LTV, which is of critical
importance to the 100,000 employees, family members and retirees
who rely on the company, as well as to the communities that
depend on LTV for economic stability," he said.

The LTV Corporation (OTC Bulletin Board: LTVCQ) 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.


LUCENT: Ratings May Fall To Junk With Less Proceeds from Agere
--------------------------------------------------------------
Lucent Technologies Inc.'s move Thursday to slash the share
price of its Agere Systems Inc. initial public offering by 40
percent will make it difficult for Lucent's credit ratings to
stay out of junk territory, says Reuters.

With reduced IPO proceeds, analysts say Lucent will have less
money to pay off debt, which could lead to a cash crunch.

"The IPO, on the terms we have now, with nothing else, is
probably not enough to prevent at least a review for downgrade,"
said Bruce Hyman, as quoted by Reuters News Agency.

Mr. Hyman is a director for Standard & Poor's, which rates
Lucent's credit and debt "BBB-minus," a notch above junk status,
with a negative outlook.

S&P isn't the only rating agency worried by Lucent's actions,
noted Reuters.

"Until we can get comfort about a near-term liquidity event, our
outlook will remain negative, but if we can't ... it's quite
possible we'll lower its ratings," said Bob Konefal, managing
director and head of the telecommunications group at Moody's
Investors Service.

Moody's rates Lucent "Baa3," roughly equal to S&P's rating, with
a negative outlook.

"Lucent's new $6.5 billion credit facility assures us of the
financial flexibility to turn around the business. At the same
time, we are already seeing positive results from our
restructuring program," said Lucent in a statement.

Still, with investors having lost their appetite for IPOs,
Murray Hill, N.J.-based Lucent decided to cut the maximum size
of the Agere IPO to $4.2 billion from $7 billion, Reuters
reported.

It slashed the price of shares of Agere to $6 to $7 from $12-
$14, below the range of $8 to $10 that some investors sought.
Lucent boosted the size to 600 million shares from 500 million.
Meanwhile, Agere's own credit ratings Thursday took hits over
concern that communications and other markets will face heavy
stress as the U.S. economic outlook worsens and demand for its
products slows.

Lucent shares closed down 31 cents at $11.09 Thursday on the New
York Stock Exchange, after falling as low as $10.44. The 52-week
low is $9.90.

Lucent has several options if it abandons the IPO, such as
entering into a receivables transaction, monetizing real estate
or selling or entering into a sale or joint venture involving
its Atlanta-based optical fiber unit.

According to Mr. Konefal, a sale would be a "pretty meaningful
liquidity event" that would stabilize Lucent's balance sheet.


MARINER: GCI-Wisconsin Sells Audubon Facility For $1.3 Million
--------------------------------------------------------------
GCI-Wisconsin Properties, Inc., one of the Mariner Post-Acute
Network, Inc. debtors, sought and obtained the Court's approval
for the sale of the Audubon HealthCare Center, a vacant facility
with surrounding land located in Wisconsin, pursuant to the
Asset Purchase Agreement by and between The Mark Travel
Corporation as buyer and the Debtor as seller.

The Facility, located in Bayside, Wisconsin, was built in 1965
and is comprised of approximately 84,490 square feet. Due to
significant operational losses, the Debtor decided to close and
divest of the Facility. Accordingly, in June 2000, the Debtor
relocated its residents to nearby facilities, and the Facility
has remained vacant since that time. Year-to-date losses of the
Facility before interest, taxes, depreciation, and amortization
(EBITDA) as of June 2000, were approximately $2,600,000.

Selling the Facility to Mark Travel will allow the Debtor to
receive $1.3 million, subject to adjustments and prorations, for
an asset that is currently not producing income. Estimated net
proceeds will be approximately $1.15 million, 25% of which will
be available for working capital purposes, and 75% of which will
be paid to the Debtor's prepetition senior secured lenders as
adequate protection pursuant to the terms of the DIP Order. The
Buyer has escrowed $100,000 that is non-refundable unless the
Debtor's postpetition senior secured lenders or the Court does
not approve the Sale.

The sale will be free and clear of liens, claims, encumbrances,
and interests, except as specifically set forth in the motion.
The Sale is also exempt from any stamp, transfer, recording, or
similar taxes or fees (collectively, Transfer Taxes).

The Debtor represents that the Buyer's offer represents the best
offer received by the Debtor and the sale is appropriate and in
the best interest of the Debtor's estate. (Mariner Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MINNESOTA STATE: S&P Lowers Insurer's Rating To BBpi From BBBpi
---------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on
Minnesota State Fund Mutual Insurance Co. to double-'Bpi' from
triple-'Bpi'.

This rating action reflects the company's decline in surplus,
weak recent return on revenue, and its low liquidity ratio.
The company is the largest writer of workers compensation
insurance in Minnesota.

In this sole line of business, the company offers guarantee cost
insurance, deductible, and retention plans. Its products are
distributed primarily through independent general agents.

Founded in 1983 by an act of the Minnesota legislature, the
company is based in Eden Prairie, Minn. and licensed in
Minnesota, South Dakota, and Wisconsin.

The company's operations are governed by a nine-member board
consisting of its president, the Minnesota Commissioner of Labor
and Industry, four appointees of the governor, and three members
elected by policyholders.

The company has three subsidiaries (CompCost Inc., CompRehab
Inc., and SFM Systems Inc.) that provide workers compensation-
related services related to workers compensation. The company
also wholly owns Mount Rushmore Insurance Co.

Major Rating Factors:

      -- Policyholder surplus decreased about 19% to $27.1
million in the first nine months of 2000, from $33.4 million at
year-end 1999, primarily as a result of a $5.7 million decrease
in net income.

      -- Capitalization was good at year-end 1999, as indicated
by a Standard & Poor's capital adequacy ratio of 106.2%.
However, the company was more leveraged than its peers, with the
ratio of its net premiums written plus liabilities to surplus at
more than 5.2 times. In addition, its NAIC risk-based capital
ratio, at 156.2%, was below the industry median.

      -- Operating performance has been weak, with the time-
weighted return on revenue from 1996 to 1999 at negative 3.1%.
The company reported a loss of $5.7 million for the first nine
months of 2000, compared with a loss of $3.6 million for the
equivalent prior-year period. In 1999, net income fell by $5.8
million, reflecting increasing workers compensation claim
frequency and severity.

      -- The company has a modest current liquidity ratio of
91.8%.

      -- The company has a history of volatile earnings, with
return on assets ranging from negative 3.7% to positive 8.9% in
the last five years.

      -- The company has a high ratio of reinsurance recoverable
from nonaffiliates to surplus, at 198.9%. The largest
reinsurance recoverable, $67.8 million, is due from the Workers'
Compensation Reinsurance Association, which is the exclusive
reinsurance facility for all workers compensation writers in
Minnesota.

      -- The company's two-year reserve development ratio has
been favorable but volatile, with an average reserve release of
7.1% with respect to surplus since 1995. The reported ratios
have ranged from 32.4% redundant (negative development) to 16.0%
deficient over the last five years.


MONROE GUARANTY: Insurer's Financial Strength Rating Now at BBpi
----------------------------------------------------------------
Recent declines in surplus and premiums, high operating leverage
and geographic concentration, led Standard and Poor's to lower
Monroe Guaranty Insurance Company's rating to double 'Bpi' from
triple 'Bpi'.

The company mainly writes commercial multiperil, workers
compensation, commercial auto liability, inland marine, and
general liability coverage, and its products are distributed
primarily through independent general agents.

Based in Carmel, Ind., and licensed in eight states, the company
derives all of its business from Indiana, Ohio, Kentucky,
Illinois and Michigan. It began business in 1975.

Major Rating Factors:

      -- Policyholder surplus declined about 17% to $39.2 million
in the first nine months of 2000 from $47.0 million at year-end
1999.

      -- Although capitalization was more than adequate at year-
end 1999, the company's unaffiliated common stock leverage was
high, at 63.5% of policyholders surplus. Further, the company
was more leveraged than most of its peer companies, with the
ratio of net premiums written plus liabilities to surplus at 5.0
times.

      -- The company's net writings were about 25% lower in the
first nine months of 2000, at $67.0 million, compared with $89.6
million for the equivalent prior-year period. This stems, in
part, from the company's decision at the end of 1999 to
discontinue some unprofitable lines, including habitation and
nursing home general liability, professional liability, and
umbrella coverages.

      -- The five-year average return on revenue remains weak, at
negative 2.2%. In addition, the combination of high earnings
volatility, and a ratio of one-year loss development to surplus
of 24.3%, is a limiting factor.

      -- The company is somewhat geographically concentrated,
with a gross product-line exposure to catastrophes. At year-end
1999, about 57% of the company's net premiums written were in
its largest state of Indiana.

      -- The company's two-year reserve development ratio has
been volatile, ranging from 3.6% redundant (negative
development) to 40.2% deficient over the last five years. The
average reserve release is 9.8%.

Although the company is a wholly owned subsidiary of Monroe
Guaranty Companies Inc., an insurance holding company, it is
rated on a stand-alone basis.


NET PERCEPTIONS: Cuts Jobs by 46% & Sees Losses in Q1 2001
----------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) expects to report revenues
for the quarter ending March 31, 2001 ranging between $2.5
million and $3.5 million.

The company also announced that it will reduce its workforce by
approximately 46 percent, or a total of 124 positions, and that
it will be consolidating various company facilities. After the
reductions, Net Perceptions will have 145 employees. These
actions will result in a first quarter restructuring charge of
between $9 million and $11 million.

Net Perceptions said it expects to report a net loss for the
first quarter of between $11.5 million and $12.5 million, or
($0.42) to ($0.46) per share before the amortization of
intangibles, stock compensation expense and restructuring
charges. These results compare with revenues of $9.5 million in
the first quarter of 2000, and a net loss of $3.8 million, or
($0.17) per share, before the amortization of intangibles and
stock compensation expense.

"Though we continue to have strong results with our installed
customers, we are seeing customers defer purchase decisions as a
result of the current economic uncertainty," said Steven Snyder,
Net Perceptions president and chief executive officer. "We are
disappointed with our expected first quarter results and
recognize the need to take immediate action."

The company said it would provide more information related to
the quarter at its regular quarterly conference call scheduled
for April 24, 2001.

                     About Net Perceptions

Net Perceptions is a leading provider of precision merchandising
and personalization infrastructure software that allows
companies to translate insight into profitable business action.
Its Commerce Solutions products enable companies to capitalize
on business information and optimize product assortments,
pricing and customer relationships. Customers include market
leaders such as Best Buy, GUS, JC Penney, Kmart and Tesco. For
more information visit http://www.netperceptions.comor call
800-466-0711.


NETWORK COMPUTING: Nasdaq Delists Shares, Now Trading on OTCBB
--------------------------------------------------------------
Network Computing Devices, Inc. (OTCBB:NCDI), a leading supplier
of thin client information access and management products, said
that it will not seek to implement a reverse split of the
company's common stock. The company had scheduled a special
meeting of shareholders for March 29 to consider such action,
which has now been canceled.

NCD had scheduled the meeting to seek shareholder authorization
for a reverse split of the company's more than 16 million shares
outstanding, had the company's board decided that such action
would have significantly helped to prevent delisting of NCD's
common stock by the NASDAQ National Market. However, NASDAQ went
ahead with a determination to delist NCD's shares as of Tuesday,
March 20. The shares are now on the OTC Bulletin Board under the
"NCDI" or "NCDI.OB" ticker symbol. The company has decided not
to appeal NASDAQ's determination.

Commenting on the decision to cancel the planned reverse stock
split, Rudolph G. Morin, president and CEO, said: "While we
would, of course, have preferred that our shares continued to be
listed on the NASDAQ National Market, our board believes that
the longer-term prospects of this company are better served by
management's continued focus on the improving fundamentals of
the business, on continuing to strengthen our marketing and
sales programs, and on keeping operating expenses in check."

"As we said in announcing our improved fourth-quarter results
last week," Morin added, "this company came through an extremely
tough period last year, and we are seeing continued progress
from our new direction. The product marketplace gives our
systems, technology and management software high marks for
quality, we have a good customer base, and demand for thin
client systems is again expanding. We expect to make further
progress as we move through the current year, and we believe
that the value of our shares should, in time, reflect the
improvement in our performance and the outlook for the thin
client business."

About NCD

About NCD: Founded in 1988, Network Computing Devices, Inc.,
supplies information access and management products that extend
server-based computing to give customers a competitive edge and
a better bottom line. Over 1 million NCD thin clients are
installed with over 3 billion hours of operation. The company
can be reached on the Internet at: www.ncd.com.


NORTHPOINT COMMUNICATIONS: AT&T Buys All Assets For $135 Million
----------------------------------------------------------------
NorthPoint Communications (OTC Bulletin Board: NPNTQ) announced
that the United States Bankruptcy Court approved the sale of
substantially all of its assets to AT&T for a purchase price of
$135 million. Pending regulatory approval, the transaction is
expected to close within 60 days.

Funding remains available to wind down NorthPoint's operations.
The company will take steps to preserve cash pending the close
of the asset sale, which include workforce reductions and the
imminent termination of network services to customers.

Included in the asset acquisition are NorthPoint's co-location
arrangements nationwide, certain network equipment, systems and
support software and related assets. The net purchase price will
be applied in its entirety to satisfy part of the outstanding
claims of the company's senior, secured creditors.

NorthPoint will continue to liquidate remaining assets to raise
cash. Assets excluded from the AT&T acquisition include certain
tangible and intangible network, office and related assets,
customer contracts as well as NorthPoint's pending claims
against Verizon arising from to Verizon's termination of the two
companies' merger agreement last year.

NorthPoint was represented by Houlihan Lokey Howard and Zukin in
this transaction


OWENS CORNING: Agrees To Setoff Rights With Advanced Glassfiber
---------------------------------------------------------------
Advanced Glassfiber Yarns is a Delaware limited liability
company engaged in the manufacture and sale of glassfiber yarns
and related specialty materials.  Forty-nine percent of the
equity interest of Advanced Glassfiber is held by Jefferson
Holdings, Inc., a wholly owned subsidiary by Owens Corning. The
remaining 51% of Advanced Glassfiber is owned by Advanced
Glassfiber Yarns Holdings, Inc., an entity owned and/or
controlled by Porcher Industries.

Advanced Glassfiber and Owens Corning are parties to a large
number of agreements, including a Glass Marbles Supply Agreement
dated as of September 1998, and an Alloy Services Agreement of
that same date. By virtue of these agreements, the Debtor
supplies certain products to Advanced Glassfiber. These
agreements have been affected and modified by a "Memorandum of
Understanding" dated August 2000 which provides that:

      (a) Advanced Glassfiber Holdings, or an affiliate, agrees
to purchase Jefferson's interest in Advanced Glassfiber, subject
to certain terms and conditions and final documentation; and

      (b) The Debtor agrees to reduce the margins on its sales to
Advanced Glassfiber under the Marbles Agreement and the Alloy
Agreement in exchange for a cash payment of $2.4 million.

Payment of the $2.4 million was subject to the condition that if
the modifications in the Marbles and Alloy agreements are not
finalized by September 30, 2000, such $2.4 million will be
immediately returned, with 10% interest.

Because the proposed modifications in the Marbles and Alloy
Agreements were not finalized by September 30, 2000, as of
October 1, 2000, the Debtor's reduction of its margins with
respect to the Marbles Agreement and Alloy Agreement became
null and void. The Debtor did not, however, return the $2.4
million (plus interest) to Advanced Glassfiber, as required in
the Memorandum of Understanding.

In summary, the Debtor owes Advanced Glassfiber:

      (a) $2.4 million, which the Debtor owes under the
Memorandum of Understanding;

      (b) $564,667.00 in pre-petition interest; and

      (c) $2,387,529.20 as of October 4, 2000 on account of other
agreements between the parties.

The total amount owed by the Debtors to Advanced Glassfiber is
$4,852,196.20.

However, as of October 4, 2000, Advanced Glassfiber owed
$7,436,200.93 to the Debtor on account of various agreements
between the parties.

Owens Corning, Jefferson Holdings, Inc., Advanced Glassfiber
Yarns and Advanced Glassfiber Holdings have entered into arms-
length discussions about whether the amounts the Debtor and
Advanced Glassfiber owe to each other can be set off against
each other under the applicable laws. On December 28, 2000, a
Stipulation was entered among the parties. The basic terms of
the Stipulation are:

      (a) Upon the entry of an Order of the Court approving the
Stipulation which has become final and non-appealable, Advanced
Glassfiber shall be permitted to set-off the amount of
$4,852,196.20 from the $7,436,200.93 it owes to the Debtor,
leaving a Net Amount due from Advanced Glassfiber to the Debtor
of $2,584,233.13;

      (b) Advanced Glassfiber shall pay the Net Amount to the
Debtor in cash, on or before 10 days after the Stipulation has
been approved by Court Order and has become final and non-
appealable;

      (c) Upon the entry of an Order of the Court approving the
Stipulation which has become final and non-appealable, to the
extent the Memorandum of Understanding remains "executory" under
the Code, it shall be deemed rejected as of October 4, 2000;

      (d) Court approval of the Stipulation shall not be deemed
to cause an assumption or rejection of any agreements between or
among the parties.

The figures set forth in the Stipulation reflect a resolution
among the parties as to a number of matters, including the
manner in which technical issues in the Alloy Agreement are to
be interpreted. Although for proprietary reasons the parties'
resolution of the technical issues cannot be disclosed, such
resolution involves the proper interpretation of the Alloy
Agreement's provisions regarding fabrication-related loss of
alloy. The Debtor also seeks approval of the parties' resolution
of the technical issues, as reflected in the letter agreement
dated December 28, 2000.

Accordingly, Kate Stickles and Norman Pernick of the firm Saul
Ewing LLP, with Adam Isenberg, on behalf of Owens Corning, and
Jefferson Holdings, Inc., asked Judge Judith Fitzgerald to
approve the Stipulation.

Kate Stickles told Judge Fitzgerald that well-established
settlement standards balance the probable success and potential
cost of pursuing a claim or defense against the benefits and
cost of the proposed settlement. Courts generally approve a
compromise and settlement if it is fair and equitable and in the
best interest of the debtor's estate and creditors. In addition
to reviewing the terms and conditions of the settlement itself,
courts apply these factors, in determining the propriety of
approving settlements:

      (a) The probability of success in the litigation;

      (b) The difficulty in collecting any judgment which may be
obtained;

      (c) The complexity of the litigation involved, the expense,
inconvenience, and delay necessarily attending it; and

      (d) The interest of creditors and stockholders with a
proper deference to their reasonable views of the settlement.

Kate Stickles believes that these factors weigh in favor of
approval of the Stipulation, in that the Stipulation recognizes
set-off rights which the Debtor believes are valid. At the same
time various issues between and among the parties will be
resolved in a manner which is believed to be favorable to the
estate. Additionally, some of these issues are factually
complex. If not resolved consensually, significant litigation
between the parties will be required. This would cause the
Debtor to incur potentially additional legal fees, cost, and
other expenses. Ms. Stickles assures Judge Fitzgerald that the
Stipulation was negotiated at arms-length and in good faith. Ms.
Stickles believes that judicial approval of the Stipulation is
in the best interest of the Debtors' bankruptcy estates.
Accordingly, Ms. Stickles urged Judge Fitzgerald to approve it.

Upon consideration of the merits of this Stipulation, Judge
Fitzgerald entered her Order approving it and permitting the
setoff as agreed by the parties. (Owens Corning Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OXIS INTERNATONAL: Posts $4.6 Million Net Loss For FY 2000
----------------------------------------------------------
OXIS International, Inc. (Nasdaq:OXIS) (Nouveau Marche:OXIS)
announced 2000 year-end results and disclosed notices it has
received from Nasdaq regarding the Company's listing.

For the year ended Dec. 31, 2000, the Company reported revenues
of $3.5 million, a decrease of 51% compared to $7.2 million
reported in 1999. Revenues for 1999 included approximately $1.5
million from sale of a line of therapeutic drug monitoring (TDM)
assays and out-license of the Company's poly-ethylene glycol
(PEG) technology.

The net loss for the year was $4.6 million or $0.50 per share as
compared to $4.4 million or $0.56 per share in 1999. The 2000
research and development expenses were $1.9 million compared to
$2.4 million in 1999; the reduction reflects the early 1999
closure of the Company's French research laboratory.

The Company also announced that it received a Nasdaq staff
determination on March 15, 2001, indicating that the Company
fails to comply with Nasdaq's minimum bid price requirement for
continued listing set forth in Nasdaq's Marketplace Rule
4450(a)(5), and that its common stock is, therefore, subject to
delisting from The Nasdaq National Market. The Company plans to
request a hearing before a Nasdaq Listing Qualifications Panel
to review the staff determination. There can be no assurance the
Panel will grant the Company's request for continued listing.

Nasdaq also notified the Company on March 12, 2001, that it has
failed to meet Nasdaq's requirement to maintain a minimum market
value of public float of $5,000,000 under Marketplace Rule
4450(a)(2). This deficiency, if not corrected by June 11, 2001,
could also result in delisting of the Company's common stock
from the Nasdaq National Market.

"These are difficult times for the Company and its
shareholders," said Joseph F. Bozman, Jr., OXIS chairman and
chief executive officer. "The Nasdaq actions are disappointing
though understandable given the Company's eroding asset base.
Improving the Company's fundamentals and market value are our
key priorities, and the objectives of the strategic plans we
will implement as soon as possible."

OXIS, headquartered in Portland, Ore., focuses on developing
technologies and products to research, diagnose, treat and
prevent diseases associated with damage from free radical and
reactive oxygen species -- diseases of oxidative stress. The
Company holds the rights to three therapeutic classes of
compounds in the area of oxidative stress and, through its
Health Products division, develops, manufactures and markets
products and technologies to diagnose and treat diseases caused
by oxidative stress.


PARADIGM4: Ceases Operations & Files for Bankruptcy
---------------------------------------------------
Paradigm4, Inc., a provider of wireless data network services
and solutions, said that it will close its doors after five
years of business and innovation and a lengthy but unavailing
pursuit of additional capital from the investment community. The
company ceased operations Thursday and filed a bankruptcy
petition. Paradigm4 had originally scheduled to file on March
14, 2001, but several interested investors delayed that filing.
A trustee is expected to be appointed by the courts to oversee
the orderly liquidation of the company's assets.


PEERCE'S PLANTATION: Closes Doors & Looks For Buyer
---------------------------------------------------
Peerce M. Lake, owner of the Baltimore restaurant Peerce's
Plantation, told his staff that they had been forced to close
because of financial problems due to the restaurant's chapter 11
filing, according to the Baltimore Sun. The restaurant filed for
bankruptcy on Oct. 29, 1999. First Mariner Bank, which hold the
mortgage on Peerce's and an adjoining property owned by Lake, is
seeking about $1.2 million, reported the Sun.

The decision to close the restaurant was made after negotiations
with a restaurant management company fell apart last week. The
restaurant still hopes to find a buyer who will use the Peerce's
Plantation name. A company attorney said the shutdown is to
maximize the restaurant's assets. Peerce's will continue to
operate its takeout business at local Kenilworth Mall and is in
negotiations with area restaurants to honor certificates. (ABI
World, March 22, 2001)


PERSONNEL GROUP: Amended Loan Agreement Contracts Availability
--------------------------------------------------------------
Personnel Group of America, Inc. (NYSE: PGA), a leading
information technology and professional staffing services
company, announced that it has reached an agreement with its
current bank group to amend its existing loan agreement.

The loan agreement amendment provides for a $180.0 million
reducing revolving credit facility maturing in June 2002. As of
March 21, 2001, the Company had borrowings outstanding under the
facility of $150.0 million, and additional borrowing capacity of
$23.3 million. Under the terms of the amendment, the maximum
amount available for borrowing under the revolving credit
facility will reduce to $176.0 million at the end of the third
quarter of 2001, $171.0 million at the end of the fourth quarter
of 2001 and $166.0 million at the end of the first quarter of
2002. Interest rates payable under the amended facility have
increased to reflect current market conditions, and are
currently set at LIBOR plus 300 basis points, but recent
improvements in interest rates generally have served to moderate
the impact of these increases. The Company has pledged
substantially all of its assets as collateral for the amended
facility.

"This is an important step for our company," said Larry L.
Enterline, chief executive officer. "One of our top priorities
has been to stabilize our debt situation. This amendment allows
us to eliminate those concerns and to focus on improving our
operating results."

"PGA's cash flow is more than adequate to service all of our
present requirements," Enterline continued. "The loan agreement
amendment cures the technical fourth quarter defaults we
previously announced in February, and we believe it gives PGA
more than adequate liquidity. In addition, the banks have
provided us with flexibility in the form of a revised covenant
package that should provide the runway we need to operate while
market conditions remain challenging. The amendment also allows
us 15 months to improve our earnings and complete a long-term
refinancing of the credit facility. Although we do not intend to
wait to start the refinancing process, we will take advantage of
the time as our operations and markets improve over the next
several quarters and the Company becomes a more attractive
refinancing prospect. PGA's bank group, led by Bank of America,
worked hard with us in this important first step to construct an
amendment package that addresses our current needs. We certainly
appreciate their efforts and the time they devoted to the
process."

Personnel Group of America, Inc. is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company operates through a
network of proprietary brand names in strategic markets
throughout the United States.


SOUTHERN GROUP: S&P Cuts Insurer's Strength Rating to Bpi
---------------------------------------------------------
Standard & Poor's lowered Thursday its financial strength rating
on Southern Group Indemnity Inc. (SGI) to single-'Bpi' from
double-'Bpi'. Key rating factors include a worsening operating
ratio, dependence on surplus notes and reinsurance, and limited
operating scope.

Based in Miami, Florida, SGI writes mainly private passenger
auto liability and commercial auto liability with a
specialization in nonstandard automobile. All of the company's
business is in its only licensed state, Florida.

SGI employs an affiliate (Statewide Adjusters Inc.) to adjust
all private passenger auto claims and an affiliated managing
general agent (Southern Group Insurance Management Inc.) to
underwrite all private passenger auto and to negotiate
reinsurance.

The company began business in 1990 and all outstanding shares
are owned by Club Marketing and Sales Inc., a Florida insurance
holding company.

Major Rating Factors:

      -- The current year operating ratio of 131.3% and the
current capitalization level, which is completely dependent on
surplus notes, are viewed as limiting factors.

      -- Operating performance has been weak with a five-year
average return on revenue of negative 6.9%. The principal cause
is the restated 1998 after-tax net loss of $3.8 million from
unrecorded expense liabilities from prior years. At the end of
the third quarter of 2000, the company reported a very small
net income in line with the prior year period. Full-year 1999
net income was a reported loss of $500,000.

In 1999 SGI's reinsurance recoverables to surplus was 2.5 times
(x) and direct losses unpaid to surplus was more than 2x. The
company's dependence on reinsurance and high level of
reinsurance recoverables are viewed as limiting factors.

      -- The company's business scope is considered limited.
Surplus stood at $3.0 million at year-end 1999 and total 1999
net premiums written amounted to $3.7 million. As of September
2000, the company's net writings declined only slightly to $3.5
million (or about 3%) from $3.6 million for the nine months
ended Sept. 30, 1999, while policyholders' surplus increased
marginally to $3.1 million from $3.0 million at year-end 1999.


SUN HEALTHCARE: Settles New River Lease Dispute with Highland
-------------------------------------------------------------
After conducting expedited discovery, the parties have
negotiated in an attempt to resolve the Motions and Objection
regarding the New River Lease. As a result of the negotiations,
the parties reached an agreement and sought and obtained the
Court's approval to that by way of a Stipulation and Order which
provides that:

      (1) The automatic stay is modified for the sole purpose of
allowing the Virginia Action to proceed.

      (2) If Highland prevails in the Virginia Action,

          (a) the Debtors shall vacate and surrender the New
              River Facility by the later of (i) 60 days after
              entry of a final order in the Virginia Action,
              unless a stay pending appeal is granted, in which
              case such time will be 60 days after the resolution
              of the appeal by the Virginia Supreme Court; (ii)
              the date on which Highland is licensed to operate
              the New River Facility; or (iii) the date on which
              Bankruptcy Court approval of an operations transfer
              agreement is obtained;

          (b) Within 20 days after the entry of a final order in
              the Virginia Action, the parties will enter into an
              Operations Transfer Agreement which contemplates
              two options with respect to the treatment of the
              New River Facility's Medicaid Agreement - a
              assumption and assignment, on the one hand, versus
              rejection on the other hand.

The parties agreed that the final OTA will reflect that the New
River Facility's Medicaid Agreement will be rejected unless the
parties are able to secure an agreement from the State on terms
and conditions acceptable to both parties which reflects that
(i) Highland will have no liability for any overpayments made to
the Debtors prior to the date of the transfer of the New River
Facility to Highland and (ii) the State will treat the
assignment and assumption of the Medicaid provider agreement as
if it had been rejected by the Debtors and accordingly the
priority and validity of any pre-petition claims the State may
have against the Debtors will not be elevated to post petition
administrative expenses as a result of the transfer of
operational responsibility for the New River Valley Facility,
and assignment of the New River Valley Facility's Medicaid
Agreement, to Highland, in which case the OTA will reflect that
the New River Facility's Medicaid Agreement will be assumed by
the Debtors and assigned to Highland concurrently with the
transfer of operational responsibility.

The parties agreed to negotiate in good faith the terms of an
acceptable State Agreement but the parties agreed that the
Debtors will have no obligation to incur any costs or liability
for this purpose, except the Debtors' own legal fees and related
out of pocket expenses.

      (3) If the Debtors prevail in the Virginia Action,

          (a) the Debtors will assume, assume and assign, or
              reject the Master Lease and Sublease within 120
              days after the expiration of the appeal period of a
              final order; and

          (b) the period for the Debtors to make an election to
              assume, assume and assign or reject the sublease is
              extended pursuant to 11 U.S.C. Section 365(d)(4),
              subject to the limitations in (a).

(Sun Healthcare Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UTICA FIRST: S&P Downgrades Insurer's Financial Strength to BBpi
----------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on Utica
First Insurance Co. (Utica First) to double-'Bpi' from triple-
'Bpi'.

This rating action reflects the company's adverse loss
development patterns, recent marginal operating performance, and
geographic and product-line concentrations.

Based in Utica, N.Y., Utica First (NAIC: 15326) writes mainly
commercial multi-peril (specifically, an artisan package policy
and business owners) and homeowners insurance.

The company operates as a New York State non-assessable advance
premium cooperative insurance company under Article 66 of New
York State's insurance law.

More than 95% of the company's business lies within the states
of New York, Connecticut, and Pennsylvania, and its products are
distributed primarily through independent general agents.

The company, which began business in 1903, is licensed in
Connecticut, New Jersey, New York, Ohio, Pennsylvania, and Rhode
Island.

Major Rating Factors:

      -- The one-year loss development in 1999 was reported as
35.6% of surplus as a result of strengthening prior-year
reserves and weather-related catastrophes. This is a limiting
factor. Utica First has had to consistently strengthen reserves,
with the two-year reserve development averaging 32.0% with
respect to surplus since 1995. The reported ratios have ranged
from 7.5% deficient to 43.1% deficient over the last five years.

      -- Operating performance has been marginal, with a time-
weighted ROR from 1996 to 1999 at 2.1%. However, the five-year
average ROR of 5.2% is good. At the end of the third quarter of
2000, the company reported a loss of $2.2 million compared with
a loss of $1.2 million for the same time period in the prior
year (down $1 million). Full-year 1999 net income was a reported
loss of $1.7 million.

      -- The company's geographic and product-line concentrations
are high. The company is susceptible, on a gross basis, to
catastrophes and storm-related losses. In 1999, 82.5% of direct
premiums written were in New York.

      -- As of September 2000, policyholders' surplus decreased
to $14.4 million (about 12%) from $16.4 million at year-end
1999. As of year-end 1999, capitalization remained more than
adequate, as indicated by Standard & Poor's capital adequacy
ratio of more than 150%. In 1999, Utica First was more leveraged
than its peer companies, with its net premiums written plus
liabilities to surplus at 5.2 times. In addition, Utica First's
NAIC risk-based capital ratio is slightly below the industry
median at 218.2%.

Utica First is not affiliated with any other insurance company
and is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript.

Ratings with a 'pi' subscript are reviewed annually based on a
new year's financial statements, but may be reviewed on an
interim basis if a major event that may affect the insurer's
financial security occurs.

Ratings with a 'pi' subscript are not subject to potential
CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group, Standard & Poor's said.


VENCOR INC.: Enters Into Lease Termination Pact With Texas HCP
--------------------------------------------------------------
Vencor, Inc. sought and obtained the Court's approval, pursuant
to Rule 9019 of the Bankruptcy Rules, for approval of the Lease
Termination and Settlement Agreement with Texas HCP Holding,
L.P. (Texas HCP) regarding certain leased property located in
Texas City.

Vencor is the lessee and Texas HCP Holding, L.P. is the lessor,
each being successor-in-interest to an operating lease involving
a skilled nursing home facility and related real property and
fixtures in Texas City, Texas.

The Original Lease requires the Facility to be used as a long-
term health care facility.

                   Background to the Dispute

On August 25, 1986, Vencor's predecessor in interest of the
lease subleased the Facility to Texas Health Enterprises (THE)
pursuant to a Sublease Agreement, Vencor told the Court. Both
the Original Lease and the Sublease expires on September 1,
2001. On or about October 1996, the Facility was closed. In or
about late 1996, International Living Hope Ministries (ILHM)
occupied the Facility, with THE's, but not Vencor's or HCPI's
consent, for the purpose of establishing a substance and alcohol
abuse treatment program. Vencor said it was not aware of ILHM's
use of the Facility or that the Facility was being used for a
purpose other than its primary intended use.

By letter dated April 21, 1998, the lessor under the Original
Lease, Health Care Property Investors, Inc. (HCPI) informed
Vencor (now known as Ventas) that an event of default had
occurred and that HCPI intended to exercise its right to require
Vencor to purchase the property.

On August 3, 1999, THE filed a petition for re1ief under chapter
11 of the Bankruptcy Code.

                      Texas HCP's Contention

(1) Default

     Texas HCP contended that under the Original Lease, the
cessation of long term health care operations at the Facility
for a period of 150 days constitutes an Event of Default. The
Debtors do not admit that an Event of Default has occurred under
the Original Lease.

(2) Put Option for a Price of $1.46 Million

     Texas HCP also contended that pursuant to a Put Option under
the Original Lease, the occurrence of an uncured Event of
Default would entitle Texas HCP, among other things, to force
the Debtors to purchase the Facility for a price equal to the
higher of

     (a) the then current Fair Market Value Purchase Price or
     (b) the Minimum Repurchase Price, which is calculated
         according to a formula defined in the Original Lease,
         plus all Rent then due and payable under the Original
         Lease.

Texas HCP further contended that the price of the Put Option
could be approximately $1.46 million.

The Debtors believe that the fair market value of the Facility
is approximately zero dollars, which is substantially less than
the $1.46 million Put Option asserted. The Debtors do not admit
that they are or would be obligated to pay the Put Option.

(3) Ventas Involvement and Vencor's Indemnification

     In addition, Texas HCP could argue that Ventas is obligated
to perform Vencor's obligations under the Original Lease because
the Original Lease was assigned to a predecessor in interest of
Ventas and guaranteed by another predecessor in interest of
Ventas.

On January 30, 1990 the lease was assigned to First Healthcare
Corporation, a predecessor in interest of Ventas, which assumed
all obligations of the assignor. Thereafter, on September 30,
1998, the assignee merged into Ventas. According to Texas HCP,
the source of the Guaranty arises from the Assignment, in which
The Hillhaven Corporation guaranteed the performance of the
assignee's obligations. Hillhaven is a predecessor in interest
of Ventas that merged into old Vencor, now known as Ventas, on
September 28, 1995.

Texas HCP therefore could argue that pursuant to the Assignment
and Guaranty, in the event that Vencor failed to timely re-open
the Facility and cure the Event of Default, Ventas is liable for
payment of the full amount of the Put Option.

The Debtors and Ventas do not concede this argument.

In connection with the Reorganization, Vencor and Ventas entered
into certain Indemnity Agreements pursuant to which Vencor
agreed to indemnify Ventas against all claims arising from third
party leases, including the Original Lease.

Subsequently, the Debtors and Ventas entered into the
Stipulation And Order Pursuant To Section 365 Of The Bankruptcy
Code Regarding Vencor, Inc., Vencor Operating, Inc. And Vencor
Nursing Centers Limited Partnership's Performance Of Obligations
Under, And Extending The Time Within Which Vencor Inc., Vencor
Operating, Inc. And Vencor Nursing Centers Limited Partnership
May Accept Or Reject Certain Agreements Between Vencor, Inc.,
Vencor Operating, Inc. And Vencor Nursing Centers Limited
Partnership, Ventas, Inc. And Ventas Realty Limited Partnership,
dated September 13, 1999 in which, inter alia, the Debtors
agreed to fulfill their indemnification obligations to Ventas
for the duration of the Stipulation. The Stipulation remains in
effect.

Texas HCP and Ventas contended that, because of the Stipulation,
the indemnification obligation is a post-petition administrative
claim against the Debtors' estates. Texas HCP and Ventas
contended that as such, the indemnification would have priority
over other claims against the Debtors' estates. The Debtors do
not admit to that contention.

                   The Settlement Agreement

Negotiations between the Debtors and Texas HCP culminated in the
Settlement Agreement which provides that:

      (1) The Lease Termination Fee payable in consideration for
Texas HCP's execution of the Settlement Agreement is $1,460,000,
with the first installment in the sum of $1,000,000 payable
within five days following the Approval Date by the Court in the
Bankruptcy Proceeding and the second installment in the sum of
$460,000 payable on August 1,2001, unless prior to that, the
parties enter into new lease agreements with respect to
facilities identified in Exhibit A of the Settlement Agreement,
in which event Lessor waives its right to receive the second
installment;

      (2) The Original Lease will terminate upon the Court's
approval of the Settlement Agreement and Lessee's payment to
Lessor of the first installment of the Lease Termination Fee;

      (3) Effective on the Termination Date, the obligations of
Lessor (and its predecessors in interest) and Lessee (and its
predecessors in interest, which, for the purposes of the
Settlement Agreement, include Ventas and VRLP) under the
Original Lease will cease, subject to the following exceptions:

          (a) Lessee's indemnification of Lessor against any
              liens or other claims for which Lessee is
              responsible under the Original Lease and which
              accrued on or before the Termination Date,

          (b) Lessor's indemnification of Lessee against any
              liens or other claims for which Lessee is
              responsible under the Original Lease and which
              accrued on or before the Termination Date,

          (c) Lessee's continuing liability for certain specified
              expenses (such as insurance premiums, utility
              payments, and other expenses incurred in the
              operation, maintenance and use of the property)
              through the Termination Date and its proportionate
              share of real estate taxes payable in 2000, and

          (d) Lessee's continuing liability for real estate and
              personal property liens with a lien date prior to
              the Termination Date;

      (4) Regarding representations, warranties and covenants
made by the lessee with respect to the Leased Property and the
improvements and fixtures:

          (a) Prior to the Termination Date, Lessee shall neither
              take any action nor fail to take any action the
              result of which will be the imposition of any liens
              upon the Leased Property or the improvements or
              fixtures thereon or therein or the creation of any
              claims against Lessor;

          (b) As of the Termination Date, the Leased Property and
              all improvements and fixtures therein are free and
              clear of any liens, claims or encumbrances created
              or suffered by, through or under Lessee, its
              Affiliates, or any of their sublessees or other
              third parties for whom Lessee or its Affiliates are
              responsible; provided, however, that the foregoing
              shall not extend to the rights, if any, of LHM to
              occupy the Leased Property, or to any liens, claims
              or encumbrances created or suffered by LHM or its
              Affiliates;

          (c) As of the Termination Date, the Leased Property is
              free from any hazardous or other toxic substances
              or materials;

          (d) As of the Termination Date, the Leased Property is
              free and clear of all tenancies or other parties in
              possession, except LHM;

      (5) The Settlement Agreement is a post-petition contract of
Vencor, and the transaction provided for in the Agreement shall
be construed solely as a termination of the Lease, and nothing
in the Settlement Agreement shall constitute an assumption or
rejection of the Original Lease under 11 U.S.C. Sec. 365; and

      (6) The effectiveness of the Settlement Agreement is
conditioned on the approval by this Court of the terms of the
Settlement Agreement.

The form of the Settlement Agreement also includes consents to
the Agreement. Under the consents, Vencor, Inc., on behalf of
itself and the Debtors, and Ventas, Inc., on behalf of itself
and VRLP,

          (a) consent to the Settlement Agreement and

          (b) agree that to the extent that it is currently
              liable under the Original Lease, it will remain
              liable under the Settlement Agreement for the
              duties, covenants and obligations set forth there.

                 The Debtors' Business Judgment

The Debtors estimate that, if they were to re-open the Facility,
they would need: an aggregate of over $1 million in capital
expenditures and to meet state and federal regulatory licensure
and certification requirements, to pay rent of approximately
$178,970 and perform substantial repair work. Given the
Facility's age, condition, and location in an area experiencing
significant crime and drug problems, the Debtors do not believe
the operation of the Facility would be beneficial to the
Debtors' estates.

In the event that they rejected the Original Lease, the
rejection damages under 11 U.S.C. Section 365 (without taking
into account the Put Option) could be approximately $156,948.

In the Debtors' business judgment, the resolution of the issues
between the Debtors and Texas HCP through the Settlement
Agreement is in the best interests of the Debtors and their
estates, creditors and other interested. Furthermore, if the
Debtors were to reject the Original Lease, they could still face
litigation relating to the amount of the rejection damages,
which would entail cost, uncertainty and inconvenience.

The Debtors therefore asked the Court to approve the Settlement
Agreement between Vencor Nursing LP and Texas HCP Holding, L.P.
and to authorize the Debtors to take such actions as may be
necessary and appropriate to implement the terms of the
Settlement Agreement. (Vencor Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VLASIC FOODS: Watson Wyatt Seeks Cancellation Of Contracts
----------------------------------------------------------
Watson Wyatt & Company, represented by Arthur G. Connolly, III,
and Karen Bifferato of the Wilmington firm of Connolly, Bove,
Lodge & Hutz, asked Judge Walrath to lift the automatic stay of
creditor action attendant upon these bankruptcy filings to
permit Watson Wyatt to cancel its contracts with Vlasic Foods
International, Inc. Under these contracts, Watson Wyatt was to
customize and implement a health and welfare administrative
system for the Debtor, and was to be paid. However, because of
what Watson Wyatt described as the Debtor's "inequitable
conduct", Watson Wyatt does not regard the contracts as valid,
but treats them as such for purposes of the Motion. Under the
terms of the contract, Watson Wyatt can cancel the contracts,
with or without cause, by giving 90 days' notice to the Debtor,
and states that its Motion constitutes this notice.

Watson Wyatt stated that the Debtor knew it would be commencing
these Chapter 11 proceedings at the very time it entered into
the contract with Watson Wyatt. The Debtor incurred a
substantial debt to Watson Wyatt without disclosing that it
would file these cases and make Watson Wyatt a bankruptcy
creditor. At the time of the commencement of these cases, the
Debtor was obligated to Watson Wyatt in the amount of $216,932.
Watson Wyatt continues to perform its obligations under the
contract pending termination of the agreement, and urges Judge
Walrath that the contract is neither necessary for an effective
reorganization, nor is there any equity value in it for the
Debtors. (Vlasic Foods Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BOND PRICING: For the week of March 26-30, 2001
-----------------------------------------------
Following are indicated prices for selected issues:

Amc Ent 9 1/2 '05                 80 - 82
Amresco 9 7/8 '04                 54 - 56
Asia Pulp & Paper 11 3/4 '05      24 - 27 (f)
Chiquita 9 5/8 '04                44 - 45 (f)
Federal Mogul 7 1/2 '04           20 - 22
Globalstar 11 3/8 '04              8 - 9 (f)
Oakwood Homes 7 7/8 '04           39 - 42
Owens Corning 7 1/2 '05           29 - 31 (f)
PSI Net 11 '09                    11 - 13 (f)
Revlon 8 5/8 '08                  49 - 51
Sterling 11 3/4 '06               51 - 53
Telegent 11 1/2 '07                5 - 7
TWA 11 3/8 '06                     6 - 9 (f)

                            *********

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

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

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

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


                           *********


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, Larri-Nil Veloso, Aileen Quijano and Peter A. Chapman,
Editors.

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

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