TCR_Public/010330.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, March 30, 2001, Vol. 5, No. 63

                            Headlines

3DFX INTERACTIVE: Posts Losses & Plans To Dissolve Operations
ADVANCED MICRO: Shareholders to Convene in New York on April 26
ARMSTRONG HOLDINGS: Court Gives Final Nod On $300MM DIP Facility
CLARIDGE HOTEL: Court Okays Fourth Amended Disclosure Statement
COLLEGIATE HEALTH: Files Chapter 7 Petition in New York

COLLEGIATE HEALTH: Case Summary & 20 Largest Unsecured Creditors
COLONIAL HOLDINGS: Names Stephen Peskoff as New Director
CYBERCASH INC.: Deadline for Competing Bids is April 10
DORSEY TRAILERS: Dorsey Acquisition To Buy Some Assets For $4MM
EINSTEIN NOAH: Reports Financial Highlights For Fiscal Year 2001

ELDER-BEERMAN: Fiscal Year 2000 Ends with $6.7MM Net Loss
FINOVA GROUP: Gets Interim Waiver of Investment Requirements
GOLF TRUST: Shareholders To Consider Liquidation Plan on May 22
HIGH VOLTAGE: Moody's Junks Senior Debt Ratings
HUNGRY MINDS: Talking With Banks to Amend Credit Agreement

HUNGRY MINDS: Sees Lower Than Expected Fiscal Q2 2001 Results
IMPERIAL SUGAR: Inks Sale Agreement with Michigan Sugar Company
INTEGRATED HEALTH: Court Orders Payment of Rent to SouthTrust
INTEGRATED NETWORK: Files Chapter 11 Petition in New Jersey
LERNOUT & HAUSPIE: Bakers Challenge $13.1 Mil Sale To Visteon

LOEWEN GROUP: USB AG Resigns from Creditors' Committee
MARCHFIRST INC.: Nasdaq Halts Trading of Common Stock
LOEWS CINEPLEX: Closing Washington, DC, Avalon Theater this Week
MARINER POST-ACUTE: Enters into New Agreements with MCI
NORTHPOINT: Shuts Down DSL Network Due to Lack of Funding

OWENS CORNING: Wants To Reject Parkersburgh & Knoxville Leases
OXFORD HEALTH: Appoints Charles G. Berg As President and COO
PAYLESS CASHWAYS: Shareholders to Meet on April 18 in Missouri
PAYLESS CASHWAYS: Reports First Quarter 2001 Results
PERFORMANCE MATERIALS: Files For Bankruptcy Protection

PILLOWTEX CORP.: Intends To Sell Blanket Division to Core Point
PILOT NETWORK: Nasdaq Moves to Delist Shares from Trading
PLAY CO.: Files For Chapter 11 To Facilitate Sale Of Assets
PLAY CO.: Case Summary and 9 Largest Unsecured Creditors
PREMIER LASER: Files Joint Plan Of Liquidation in California

SAFETY COMPONENTS: Shareholders to Hold Special Meeting in April
SOUTH FULTON: Tenet Healthcare Takes Over Hospital on April 16
SPINTEK GAMING: VendingData Acquires all Assets for $1.15 Mil
TICKETS.COM: Receives Nasdaq Notice Of Delistment
TRANS-INDUSTRIES: Falls Short Of Nasdaq Listing Requirements

TSR WIRELESS: Court Approves Asset Sale To Network Services LLC

BOOK REVIEW: Bankruptcy Crimes

                            *********

3DFX INTERACTIVE: Posts Losses & Plans To Dissolve Operations
-------------------------------------------------------------
3dfx Interactive, Inc. (Nasdaq:TDFX) disclosed financial results
for the fourth quarter of fiscal 2001 and the year ended January
31, 2001. For the fourth quarter of fiscal 2001, revenues
decreased to $18.3 million, compared to $109.4 million for the
fourth quarter of fiscal 2000, a decrease of 83.3%. Operating
losses for the fourth quarter of fiscal 2001 were $79.7 million,
compared to operating losses of $32.7 million in the fourth
quarter of fiscal 2000. Net losses for the fourth quarter of
fiscal 2001 were $49.0 million compared to net losses of $31.9
million for the fourth quarter of fiscal 2000, an increase in
net losses of 53.7%.

Revenues for the year ended January 31, 2001, were $233.1
million, a decrease of 35.3% compared to revenues of $360.5
million for the year ended January 31, 2000. Operating losses
for the year ended January 31, 2001, were $372.2 million
compared to $75.8 million for the year ended January 31, 2000.

Net losses for the year ended January 31, 2001 were $340.5
million, an increase in net losses of 438.1% compared to net
losses of $63.3 million for the year ended January 31, 2000.

3dfx also announced that at a special shareholders meeting held
on March 27, 2000, 3dfx's shareholders approved proposals to
liquidate, wind up and dissolve 3dfx pursuant to a plan of
dissolution and to sell some of 3dfx's assets to an affiliate of
NVIDIA Corporation (Nasdaq:NVDA) pursuant to an asset purchase
agreement.

                     About 3dfx Interactive

3dfx Interactive, Inc. developed high performance, cost-
effective graphics chips, graphics boards, software and related
technology that enables an interactive and realistic 3D
experience across multiple hardware platforms, but is now in the
process of winding up its business.


ADVANCED MICRO: Shareholders to Convene in New York on April 26
---------------------------------------------------------------
Advanced Micro Devices, Inc. will hold the Annual Meeting of
Stockholders at the St. Regis Hotel, 2 East 55th Street, New
York, New York 10022, on Thursday, April 26, 2001. The meeting
will start at 10:00 a.m. local time. Matters to be considered at
the meeting, will be:

      * Election of eight directors,

      * Ratification of the appointment of Ernst & Young LLP as
        independent auditors of the company for the current
        fiscal year,

      * Approval of amendments to the Advanced Micro Devices,
        Inc. 1996 Stock Incentive Plan,

      * Reapproval of the performance goals under the Advanced
        Micro Devices, Inc. 1996 Executive Incentive Plan,

      * Approval of amendments to the Advanced Micro Devices,
        Inc. 2000 Employee Stock Purchase Plan, and

      * Transaction of any other business that properly comes
        before the meeting.


ARMSTRONG HOLDINGS: Court Gives Final Nod On $300MM DIP Facility
----------------------------------------------------------------
After Armstrong Holdings, Inc. presented Judge Farnan with a
formal amendment to the Motion for DIP financing reducing the
amount for which authorization is requested from $400 million to
$300 million, Judge Farnan has entered a Final Order authorizing
the borrowing. By this Order, Armstrong is authorized to borrow
or obtain letters of credit up to $300 million under the DIP
Credit Agreement, and the subsidiaries debtors are authorized to
guarantee Armstrong's performance of its obligations under this
Facility. Judge Farnan further granted the lenders under the DIP
Facility the status of superpriority claimants under the
Bankruptcy Code, and expressly ordered that, except as permitted
by the DIP Facility, no other claim having a prior superior to
or pari passu with those granted to the DIP Lenders may be
granted while any portion of the obligations under the DIP
Facility remains outstanding. Judge Farnan further approved a
carve-out for professional fees and the fees of the Clerk of the
Court and the United States Trustee in the amount of $5 million.
(Armstrong Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CLARIDGE HOTEL: Court Okays Fourth Amended Disclosure Statement
---------------------------------------------------------------
The Claridge Hotel and Casino Corporation, its wholly owned
subsidiary, The Claridge at Park Place, Incorporated and
Atlantic City Boardwalk Associates, L.P. received from the
United States Bankruptcy Court in Camden, New Jersey, an order
approving the adequacy of their Fourth Amended Disclosure
Statement pursuant to Section 1125 of the U.S. Bankruptcy Code.
Approval of the Disclosure Statement is the necessary first step
in the Debtors' efforts to receive approval of the Fourth
Amended Joint Plan of Reorganization.

The Plan provides for the sale of substantially all of the
assets of CPPI and the Partnership, which assets are the
Claridge Casino Hotel in Atlantic City, New Jersey, to Park
Place Entertainment Corporation. The Board of Directors has
determined that the sale of the Claridge Casino Hotel to Park
Place would return substantial value to its creditors. The
Board's financial advisors have estimated that noteholders could
receive an approximately 83% recovery on the total claim of
$90.5 million. Under the Plan it is estimated that the unsecured
creditors will receive approximately a 61.5% recovery all
payable shortly after the Effective Date.

The Plan and Disclosure Statement, along with ballots, will be
mailed to creditors entitled to vote, on or before April 9,
2001. The record date for noteholders to be entitled to vote is
April 4, 2001. The deadline for return of ballots will be May 9,
2001 at 5 p.m. (prevailing Eastern time). The confirmation
hearing has been scheduled for May 16, 2001.

On August 16, 1999, The Claridge Hotel and Casino Corporation
and The Claridge at Park Place, Incorporated filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code in order
to facilitate a financial restructuring. On October 5, 1999,
Atlantic City Boardwalk Associates, L.P. filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code. The
Claridge Hotel and Casino Corporation is a closely-held public
corporation and is the issuer of $85 million of 11 3/4% First
Mortgage Notes which are publicly traded on the New York Stock
Exchange under the symbol CLAR11B02.


COLLEGIATE HEALTH: Files Chapter 7 Petition in New York
-------------------------------------------------------
Collegiate Health Care Inc., a company that managed student
health clinics for ten colleges and universities around the
country, filed for chapter 7 on Monday in the U.S. Bankruptcy
Court in New York, according to the Associated Press.

Collegiate's filing has forced college officials to scramble to
provide health services for its students. Administrators at some
universities have said that they intend to keep the clinics open
by retaining Collegiate employees while university officials
consider long-term solutions.

Collegiate, a private company formerly of Norwalk, Conn.,
supplied nurses, doctors and other staff to run the clinics.
Universities hired the company to save money and provide medical
expertise, then charged students fees to cover the cost of the
clinics. Its clients included the University of Hartford in
Connecticut; Rollins College in Florida, Western Kentucky
University, Oberlin College in Ohio, Auburn University in
Alabama, Radford University in Virginia, Lehman College in New
York, and Gallaudet University in Washington, D.C. (ABI World,
March 28, 2001)


COLLEGIATE HEALTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Collegiate Health Care, Inc.
         260 West 39th Street
         New York, NY 10018

Type of Business: The company manages student health clinics.

Chapter 7 Petition Date: March 26, 2001

Court: Southern District of New York

Bankruptcy Case No: 01-11691-ajg

Judge: Hon. Arthur J. Gonzalez

Debtor's Counsel: Aaron M. Zeisler, Esq.
                   Brobeck, Phleger & Harrison
                   1633 Broadway 47th Floor
                   New York, NY 10019
                   Phone:(212)581-1600
                   Fax:(212)586-7878
                   Email: azeisler@brobeck.com

Estimated Total Assets: $1 million to $10 million

Estimated Total Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Performax                              $ 74,628

Transamerica Insurance                 $ 67,783
Finance

Saint Alphonsus Regional               $ 63,416
Medical Center

MidAmerica Health, Inc.                $ 53,867

Johnson Memorial Hospital              $ 41,875

Brice Building Company, Inc.           $ 30,943

Dept. of Health and                    $ 29,587
Human Services

E. Alabama Medical                     $ 25,142
Management

MCI Worldcom Communications,           $ 23,190
Inc.

Alabama Reference Lab                  $ 20,795

MCI Worldcom                           $ 20,501

Carllion Consolidated Lab              $ 16,516

Lebouef, Lamb, Green                   $ 14,000
& Macrao LLP

Emergency Medical Group                $ 12,244

Diversified Healthcare, Inc.           $ 11,828

Phoenix American Life                  $ 11,791
Insurance Inc.

Alabama Imaging                        $ 11,420

Staples Business Advantage             $ 10,985

McCauley Associates, Inc.              $ 10,874

Franklin Community Eyecare             $ 10,507


COLONIAL HOLDINGS: Names Stephen Peskoff as New Director
--------------------------------------------------------
Colonial Holdings, Inc. (NASDAQ: OTC: CHLD) which, through its
subsidiaries, holds the only licenses to own and operate a pari-
mutuel horse-racing course and satellite racing centers in
Virginia reports that William J. Koslo, Jr., has resigned from
its Board of Directors. Koslo resigned his position as Director
of Colonial Holdings due to demands from his other commitments.
Mr. Koslo had been a director of the Company since March 1997.

Colonial Holdings also reported that Stephen Peskoff, a former
member of its Board of Directors, consultant of Friedman,
Billings, Ramsey & Co., and President of Underhill Investment
Corp., has been appointed to fill the Director position vacated
by Mr. Koslo. Additionally, Peskoff was appointed to serve as
the Chairman of the recently constituted Independent Committee
of the Company's Board of Directors which is charged with the
task of reviewing and analyzing the merger proposal received
from entities affiliated with Mr. Jeffrey P. Jacobs, the
Chairman and Chief Executive Officer of the Company, and
considering the Company's alternatives, in light of that
proposal.


CYBERCASH INC.: Deadline for Competing Bids is April 10
-------------------------------------------------------
CyberCash, Inc. (Nasdaq: CYCH), a leading provider of electronic
payment technologies and services, announced that April 10, 2001
has been fixed as the deadline to submit competing bids for the
acquisition of CyberCash's assets in its ongoing Chapter 11
reorganization. Parties desiring to submit bids on any portion
of CyberCash's assets should comply with the procedures set
forth in the court's order.

"After bidders are pre-qualified through their initial bid
submissions, there will be an auction on April 11 managed
entirely by CyberCash's outside counsel and financial advisors,"
said John H. Karnes, CyberCash's Chief Financial Officer. "The
process will be conducted under the auspices of the official
creditors' committee in the case and will be subject to review
and approval by the bankruptcy judge. Every precaution possible
is being taken to ensure that the process is totally open and
fair, yet is not disruptive to the continued, uninterrupted
services our customers have come to appreciate. Our only desire
at this point is to obtain the highest value possible for our
creditors and stockholders. We have conducted comprehensive due
diligence activities with a number of potential bidders and our
financial advisors inform us they anticipate a very competitive
bidding process," added Karnes.

The Company also took the opportunity to reiterate that it was
conducting business as usual during its reorganization. In this
regard, Karnes stated "We have achieved 100% service
availability throughout this entire process and look forward to
maintaining our exceptional track record for security and
dependability in the future. Our employees have done a superb
job moving our business forward. Sales remain brisk and we are
adding new merchants daily."

                          About CyberCash

CyberCash, Inc., headquartered in Reston, Va., is a leading
provider of Internet payment services and electronic payment
software for both Business- to-Consumer (B2C) and Business-to-
Business markets (B2B). The Company provides service solutions
to more than 27,500 Internet merchants and has shipped more than
145,000 copies of its software products. In addition to enabling
Internet payments, CyberCash offers merchants state-of-the-art
risk management capabilities through its FraudPatrol(TM)
Internet fraud detection service, and the opportunity to
generate additional sales leads through an affiliate marketing
program. CyberCash offers the broadest reach in the payment
industry with a comprehensive distribution network focusing on
both direct and indirect channels, which include marketing
partnerships with financial institutions, Internet service
providers, application service providers, storefront solution
providers and leading independent software vendors. On March 2,
2001, CyberCash and Network 1 Financial Corporation mutually
terminated their previously announced merger. For more
information, visit http://www.cybercash.com.


DORSEY TRAILERS: Dorsey Acquisition To Buy Some Assets For $4MM
---------------------------------------------------------------
On December 4, 2000, Dorsey Trailers, Inc. filed a voluntary
petition for Relief under the provisions of Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of Alabama, Montgomery, Alabama (Bankruptcy Case No.
00-6792-WRS).

On March 22, 2001, the Company filed motions with the Bankruptcy
Court whereby certain assets of the Company will be purchased
for $4 million, subject to certain adjustments at closing, by
the Dorsey Acquisition Group LLC, a Delaware limited liability
company. Dorsey Acquisition Group LLC does not include any
current or former officers, directors or insiders of the
Company.

The Asset Purchase Agreement entered into by the Company
provides for the sale of real property at the Company's Elba,
Alabama facility, machinery and equipment, and the Company's
Elba, Alabama and Cartersville, Georgia locations and raw
material and work-in- process inventory at the Elba, Alabama and
Cartersville, Georgia locations and the Company's intellectual
property including its tradename. The Asset Purchase Agreement
does not provide for the sale of the Company's real property at
its Cartersville, Georgia location nor the Company's assets at
its Dillon, South Carolina location. The sale will not be
finalized until the Bankruptcy Court has approved the Asset
Purchase Agreement, bid procedures, and the final sales order.

The Company has previously filed a motion with the Bankruptcy
Court for the sale of the personal property and inventory at its
Dillon, South Carolina location to private investors for
approximately $250,000 subject to certain adjustments at closing
and continuing royalty payments. The Bankruptcy Court has not
yet approved that transaction.

The Company has been unsuccessful in developing a workable
restructuring plan under Chapter 11. Thus management has
determined that the best alternative for the Company is to sell
the assets of the Company in order to maximize the benefit to
the creditors and for the possibility of manufacturing
operations resuming. As previously stated, the proceeds from the
sale of the Company's assets after payment of secured creditors
and administrative claims will not be sufficient to fully
satisfy the claims of the Company's unsecured creditors nor will
there be anything to distribute to the Company's shareholders.

The Company also announced that Marilyn R. Marks, Chairman of
the Board of Directors of the Company has resigned her position
with the Company effective March 18, 2001.

Dorsey Trailers, Inc. was in the business of designing,
manufacturing, and marketing one of the broadest lines of high
quality, customized truck trailers through three plants located
in Alabama, Georgia, and South Carolina.


EINSTEIN NOAH: Reports Financial Highlights For Fiscal Year 2001
----------------------------------------------------------------
Einstein/Noah Bagel Corp. reported the following consolidated
unaudited, preliminary financial highlights for the Company and
its subsidiaries for the fiscal year ended January 2, 2001:

      * Net revenue was $375.7 million.

      * Average net weekly per store sales for the year were
        $14,847 (excluding for the purpose of this calculation
        stores closed during the year).

      * Store-level cash flow for the year was $59.4 million
        representing a margin of 15.8% of net revenue.

      * Earnings before interest, taxes, depreciation and
        amortization (EBITDA) for the year, excluding non-
        recurring charges relating to the Company's Chapter 11
        reorganization proceedings and the closing of 84 stores
        during the year, were $28.1 million.

      * Net loss for the year, excluding the non-recurring
        charges, was $6.8 million. Reported net loss for the year
        was $26.2 million.

The Company's financial advisor, Credit Suisse First Boston
("CSFB"), has begun contacting prospective bidders for the
assets of the Company and its majority-owned subsidiary,
Einstein/Noah Bagel Partners, L.P. pursuant to bidding
procedures previously approved by the federal bankruptcy court.


ELDER-BEERMAN: Fiscal Year 2000 Ends with $6.7MM Net Loss
---------------------------------------------------------
For the fourth quarter and fiscal year ended February 3, 2001,
Elder-Beerman Stores' (Dayton, OH) total sales (adjusted to
exclude an extra week of operations) increased 1.7% to $231.8
million and 2.1% to $680.9 million, respectively, while
comparable-store sales (similarly adjusted) decreased 0.7% and
0.8%. On a normalized basis (excluding strategic plan costs,
store closing costs, discontinued operations, charges related to
investments, and reorganization items), F&D Reports analysts
observe, net income increased 5.1% to $11.3 million for the
quarter, but decreased 30.4% to $7.2 million for the year.
Including these items, quarterly earnings fell 51.2% to a net
income of $8.5 million, while annual earnings plunged to a net
loss of $6.7 million, compared to net income of $15.2 million.


FINOVA GROUP: Gets Interim Waiver of Investment Requirements
------------------------------------------------------------
Jonathan M. Landers, Esq., at Gibson, Dunn & Crutcher LLP,
informed the Court that the business operations of The FINOVA
Group, Inc., generate substantial amounts of cash and cash
equivalents. Cash is received daily from numerous sources.
FINOVA uses a centralized cash management system to concentrate
cash for purposes of investing the excess on a daily basis in
short term investments, thus maximizing the value of assets.
FINOVA maintains approximately fourteen investment accounts with
banks and brokerage firms for investing excess cash. Executives
determine this amount on a daily basis by projecting capital
needs. There are strict investment guidelines that must be
followed, namely proven, safe, highly rated investments to
ensure that principal is preserved but with appropriate yields
to ensure that a market rate of return is realized. The balances
in the bank accounts and investment accounts typically exceed
the maximum FDIC insurable balance.

11 U.S.C. Sec. 345(a) authorizes deposits or investments of
estate funds such as cash so as to "yield the maximum reasonable
net return on such money, taking into account the safety of such
deposit or investment." Section 345(b) requires a bond for any
deposit or investment that is not insured or guaranteed by the
U.S., or a department, agency or by the full faith and credit of
the federal government. Mr. Collins proclaimed that investing
cash in compliance with the requirements of 345(b) will not
bring a high enough yield to maximize value. FINOVA argued that
it is in the best interests of their estates, creditors and
equity holders for management to follow their current investment
guidelines in order to provide greater return on investments and
a resulting net increase in the value of the estate.

FINOVA also sought a waiver of requirements with respect to
funds on deposit in bank accounts. It maintains over seven
hundred bank accounts at financial institutions in the U.S.,
Canada, the United Kingdom and elsewhere. Most of the deposits
in these bank accounts are payments of principal and interest
from customers. The amount on deposit overnight in any one bank
account is kept to a minimum by a centralized cash management
system which sweeps funds into concentration accounts on a daily
basis and then transfers excess cash to investments. However, at
times, because of the volume and dollar amount of funds FINOVA
receives and disburses, the balance in certain bank accounts
could exceed the maximum FDIC insurable deposit amount. Because
it is impractical to have sufficient number of bank accounts to
keep balances at or below the maximum FDIC amount, FINOVA relies
on a service that rates the financial stability of banks. FINOVA
generally maintains accounts at banks that have a "B" or better
rating from this service. Given the number bank accounts and the
number of financial institutions where FINOVA maintains those
accounts, requiring FINOVA to obtain a bond for all deposits
that are not guaranteed or insured pursuant to the requirements
section 345(b) would be administratively burdensome, costly and
impractical.

Pursuant to Local Rule 1007-2(b), Judge Wizmur granted FINOVA an
interim waiver of the deposit and investment requirements until
such time as Judge Walsh can convene a final hearing on the
Debtors' motion. (Finova Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF TRUST: Shareholders To Consider Liquidation Plan on May 22
---------------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) said its plan of
liquidation will be presented for stockholder approval at a
special meeting scheduled to be held at 10:00 a.m. on May 22,
2001, at the Charleston Place Hotel, 130 Market Street,
Charleston, South Carolina.

Stockholders of record on April 6, 2001 will be eligible to vote
at the special meeting. Golf Trust intends to mail its
definitive proxy statement describing the plan of liquidation to
these stockholders beginning on or around April 11, 2001.
Stockholders should read the proxy statement carefully when it
is available because it will contain important information.

Golf Trust of America, Inc. is a real estate investment trust
involved in the ownership of high-quality golf courses in the
United States. The Company currently owns an interest in 42
(eighteen-hole equivalent) courses.


HIGH VOLTAGE: Moody's Junks Senior Debt Ratings
-----------------------------------------------
Moody's Investors Service downgraded High Voltage Engineering
Corporation's (HVE) $155 million of 10.75% senior unsecured
notes, due 2004, to Caa2 from B3. The senior implied rating was
downgraded to Caa1 from B2. The outlook is negative.

The downgrades and negative outlook reflect the company's weak
performance through the nine months that ended on 1/27/01
(during which EBITA failed to cover total interest expense) and
expectations for weaker orders in some markets.

Performance suffered as a result of weakness in certain
industrial markets; continued weakness in heavy duty end markets
at Maxima; lengthening sales cycles in semiconductor markets;
and lower margins (although on higher sales) at Robicon, due to
lower margin quotations 12-24 months ago when many capital goods
markets and oil and gas markets were weak.

On March 7, 2001, HVE announced the sale of its Anderson Power
Products division for $78.5 million, of which net proceeds of
$43 million must be either (a) reinvested in acquisitions and/or
capital equipment or (b) applied to the redemption of the senior
notes or repay debt that is pari passu with the senior notes.
The company has 180 days from the date of sale to decide upon
the use of proceeds.

For the nine months that ended January this year, revenues
increased by 80% to $300 million. Sales increases in the High
Power Conversion Products and Advance Surface Analysis
Instruments Segments (primarily due to acquisitions) were
partially offset by sales decreases in the Custom Monitoring
Instrumentation Segment due to lost customer business as a
result of a planned model year changeover as well as lower heavy
truck and off-road vehicle sales. Revenues for the restricted
subsidiaries (excluding ASI) were $134.3 million.

Operating EBIT, (net of asset securitization and other
nonrecurring charges of $2.6 million in the 2001 nine-month
period and $6.7 million in the 2000 period, respectively), was
negative ($2.1 million versus positive $2.2 million in the 2000
nine-month period). EBITA for the restricted subsidiaries was
negative ($2.2 million), while interest expense was $14.7
million. (EBITDA was $6.4 million).

Total debt by January this year was $215.1 million, of which
$192.7 million was debt at the restricted subsidiaries. Book
equity was negative ($98.6 million), of which $86.2 million was
allocated to the restricted subsidiaries, before recording the
gain from the sale of Anderson.

High Voltage Engineering Corporation, located in Wakefield,
Massachusetts, owns and operates a diversified group of middle
market, technology-based manufacturing businesses that focus on
designing and manufacturing high-quality, applications-
engineered products designed to address customer needs.

HVE's businesses include Physical Electronics, Inc., Ansaldo
Sistemi Industrali, Robicon Corporation, Maxima Technologies,
Inc. and High Voltage Engineering Europa BV.


HUNGRY MINDS: Talking With Banks to Amend Credit Agreement
----------------------------------------------------------
Hungry Minds (Nasdaq:HMIN) previously reported that it had
advised its lenders under its $110.0 million syndicated
revolving credit facility that it did not meet certain financial
ratio covenants required under the Lender Credit Facility. The
Company further reported, at that time, that its lenders had
waived the Company's requirement to meet these covenants and
that the parties were in negotiations to amend the Lender Credit
Facility and provide less restrictive financial covenants. Since
then, the Company has been working with its lenders on the terms
of an amendment to the Lender Credit Facility but, to date, has
not been able to reach an agreement on satisfactory terms.

However, the Company has been notified by its lenders that the
lenders had rescinded the waiver of these covenants and that the
Company was in default under the terms of the Lender Credit
Facility. The Company has been actively working with its Lenders
to reverse that position, but no agreement has been reached. The
Lenders stated that they were not exercising their rights to
accelerate the Company's obligations under the Lender Credit
Facility but they reserved their rights to do so. The Company is
in continuing discussions with its lenders to resolve this
matter, but no assurance can be given as to when or if an
agreement containing satisfactory terms will be reached. The
$9.5 million credit facility which an affiliate of the Company's
parent, International Data Group, had agreed to provide
contingent on the Lender's agreement to waive the default
therefore also no longer remains in effect. IDG has however
agreed in principle, subject to definitive documentation, to
provide the Company upon request up to $9.5 million which,
together with its cash from operations, will provide the Company
with sufficient resources to meet its needs over the next ninety
days.

The Company has been made aware that the Company's parent,
International Data Group was considering making a proposal that
would result in their acquiring all the outstanding Common Stock
of the Company. International Data Group has not made such a
proposal, the Company is not aware of their current intentions
and there can be no assurance that such a proposal would be
forthcoming or, if made, what the terms and conditions of such
proposal would be.

The Company also announced that it has received the resignation
of its two independent directors from its Board; Mr. Julius
Hoeft and Mr. Gregoire Sentilhes.

Hungry Minds, Inc. (Nasdaq:HMIN), formerly known as IDG Books
Worldwide, Inc. (Nasdaq:IDGB) is a leading global knowledge
company with a diverse portfolio of technology, business,
consumer and how-to brands, computer-based learning tools, Web-
based products and Internet e-services. Hungry Minds' best-
selling brands include For Dummies, Betty Crocker, Bible,
CliffsNotes, Frommer's, the Unofficial Guide, Visual, Weight
Watchers and Webster's New World. Hungry Minds is also the
publisher of AOL Press, Hewlett-Packard Press, Netscape Press
and Novell Press. Hungry Minds has thousands of active titles in
39 languages. Additionally, www.hungrymindsuniversity.com,
provides more than 17,000 online courses and learning
experiences from trusted academic names. Hungry Minds also owns
the Web sites www.cliffsnotes.com, www.dummies.com and
www.frommers.com. More information about Hungry Minds is
available from the company's SEC filings or by visiting their
corporate Web site at www.hungryminds.com.


HUNGRY MINDS: Sees Lower Than Expected Fiscal Q2 2001 Results
-------------------------------------------------------------
Hungry Minds (Nasdaq:HMIN) said it expects to report a
continuing decline in key drivers for Fiscal Q2 2001. Net
revenues are projected to be 20% below expectations and 34%
below the same period prior year. The previously provided
guidance of $.10 earnings per share full year results is
adjusted to a loss of ($.04) earnings per share as a result of
this performance. Full year results are subject to possible
changes in the book retailing marketplace which continues to be
soft and less predictable than in previous years. The Company
will announce its fiscal second quarter financial results on May
15, 2001 at 5:00 PM EST via a conference call and webcast on
www.hungryminds.com.

The Company indicated that the primary factors in this expected
decline reflect the continued soft market for both its
technology and general how-to consumer titles. The slowdown of
sales at some Internet-based retailers, which was evidenced
during the holiday selling period, continues. Some of these
retailers have announced layoffs of their own. Purchases from
Internet retailers are down as much as 35%. Store closings in
the office supply superstore channel and decreased sell-through
at traditional book retailers have impacted increased inventory
weeks on hand which is reflected in replenishment order
patterns. Business in these segments is down approximately 20%.
Several retailers have announced that they have filed Chapter 11
bankruptcy or scaled back the number of stores in the period.
Returns of product from all customers are running 30% above
plan. The continued slowing of PC sales to consumers, and the
resulting effect on software, remains the key driver in soft
sales for novice technology titles. Slow adoption of new
technology by corporations due to general business conditions
has negatively affected B to B technology business.

Additionally, the Company's results in this quarter were
negatively impacted by one-time charges associated with the
reorganization announced January 24, 2001. Severance and other
related employee charges accounted for ($.02) Q2 earnings per
share. The retrenchment of our Internet initiatives, also
announced at the same time, resulted in a one-time write-off and
write- down of assets acquired in the hungryminds.com
acquisition in August of 2000 of ($.18) Q2 earnings per share.


IMPERIAL SUGAR: Inks Sale Agreement with Michigan Sugar Company
---------------------------------------------------------------
Imperial Sugar Company (OTC BB: IPRL) signed a Letter of Intent
to sell the capital stock of Michigan Sugar Company, which owns
four sugarbeet factories in Michigan, to Michigan Sugar Beet
Growers, Inc., a new Michigan agricultural grower-owned
cooperative. The transaction is subject to the negotiation of a
definitive agreement and approval by the Company's Board of
Directors and the U.S. Bankruptcy Court for the District of
Delaware as Imperial Sugar Company filed a petition for relief
under chapter 11 of the U.S. Bankruptcy Code on January 16,
2001. Terms of the transaction include a cash payment of $55
million upon closing, deferred payments of $10 million and the
assumption by the cooperative of $18.5 million in industrial
development bonds.

Under the terms of the LOI, the cooperative must have secured
financing and subscribed sugarbeet growers by October 1, 2001,
to complete the transaction. In the event the closing is delayed
beyond that date, the LOI provides that the Company will manage
the four Michigan factories and market the refined sugar
processed under a lease and management agreement with the
cooperative in order to process the 2001 crop. Imperial Sugar
Company and the cooperative will enter into a sales and
marketing agreement under which the Company will continue to
market the refined sugar processed by Michigan Sugar Company
following the sale.

"We are happy that we and our Michigan Sugar Company growers
have been able to reach agreement on this important transaction.
It is a win-win situation for both parties. It enhances Imperial
Sugar Company's financial restructuring plans, while enabling
the Company to derive a significant and continuing income stream
from its marketing services. As the new owners, the Michigan
growers will be better able to control their own future in the
domestic sugar industry," stated James C. Kempner, President and
Chief Executive Officer of Imperial Sugar Company.

Imperial Sugar Company is the largest processor and marketer of
refined sugar in the United States and a major distributor to
the foodservice market. The Company markets its products
nationally under the Imperial(TM), Dixie Crystals(TM),
Spreckels(TM), Pioneer(TM), Holly(TM), Diamond Crystal(TM) and
Wholesome Sweeteners(TM) brands. Additional information about
Imperial Sugar may be found on its web site at
www.imperialsugar.com.


INTEGRATED HEALTH: Court Orders Payment of Rent to SouthTrust
-------------------------------------------------------------
SouthTrust Bank, N.A. loaned $53 million to six subsidiaries of
Integrated Health Services, Inc. for the purchase of six nursing
home facilities, each owned by a separate subsidiary. The loan
agreements provided that the Subsidiaries would lease the
properties to IHS Acquisition No. 151, Inc. which would operate
the facilities. To secure the $53 million loan, the Subsidiaries
granted SouthTrust a mortgage on each facility and an assignment
of the rents and leases on those facilities.

The Debtors subsequently "collapsed" the Subsidiaries'
operations and leases for accounting purposes. That is, on the
Debtors' records there was no separate accounting for payment of
rent from Acquisition to the Subsidiaries or for repayment of
the loan to SouthTrust by the Subsidiaries. Acquisition made the
monthly payments due on the loan directly to SouthTrust. The
Debtors did not inform SouthTrust that they were collapsing the
leases. Nor did they advise SouthTrust that the Subsidiaries
would not be receiving any rent.

As of the IHS petition date, the principal balance due on the
loan was $51,336,802.60 (plus interest, attorneys fees, and
costs). SouthTrust asserted (and the Debtors did not dispute)
that the Debtors have failed to pay SouthTrust since March,
2000.

SouthTrust asserted that the Debtors' failure to make the
monthly payment due under the loan constitutes "cause" for
lifting the automatic stay. SouthTrust also asserted that the
Debtors continue to use the collateral without making any
ongoing payments and that the value of its collateral is
depreciating. SouthTrust therefore asserted that it is entitled
to adequate protection payments or relief from the automatic
stay. SouthTrust supplemented its original motion, asserting
that Acquisition's failure to make rent payments violates
section 365(d)(3). In its Supplement, SouthTrust asserted that
the assignment of rents provides it rights in addition to its
rights as a secured creditor under the mortgages. Specifically,
it asserted that it is entitled to payment of rents due under
the leases as a result of its assignment of rents agreement.

The Debtors opposed the motions.

A hearing was held and post-trial briefs were submitted by the
parties.

In its objection to SouthTrust's motion, the Debtors asserted
that they need not make adequate protection payments to
SouthTrust because it is an undersecured creditor whose
collateral is not depreciating in value. SouthTrust conceded
that it is undersecured.

The Debtors also asserted that the Intercompany Agreements are
not true Leases but are financial arrangements. Accordingly, the
Debtors asserted that section 365(d)(3) is not applicable and
Acquisition does not have to make any monthly post-petition
payments to the Subsidiaries or SouthTrust.

                The Court's Findings and Rulings

      (A) Relief from Automatic Stay / Adequate Protection

          The Court noted that before it is the motion of
SouthTrust for relief from the automatic stay or for adequate
protection payments, or alternatively, for a determination that
it is entitled to payment of rent under an assignment of leases
pursuant to section 365(d)(3).

          The Court opined that, because SouthTrust is
undersecured, as asserted by the Debtors and conceded by
SouthTrust, to determine that SouthTrust is entitled
to adequate protection payments, the Court must find that
SouthTrust's collateral is declining in value.

          In this regard, SouthTrust's group vice president of
specialized healthcare lending, Laura McDonald, testified that
there has been a decline in the payor mix, census and
profitability at the facilities. Ms. McDonald could not,
however, testify as to whether or how that translated into a
decline in the value of the properties. Additionally,
SouthTrust's appraiser, Stan Phillips, made only one appraisal
of the properties. Therefore, he could testify only as to the
static value of the properties. Furthermore, in his review of
the net operating income of the facilities, Mr. Phillips
testified that the total net operating income for the six
facilities would increase, not decline. Mr. Phillips'
conclusions were reinforced by the Debtors' expert, Wade
Collins, who also projected increasing revenues at the
facilities. Furthermore, according to Mr. Collins' testimony,
there is a direct correlation between an increase in net
operating income and the value of the property.

          Therefore, the Court found that it cannot conclude that
the value of SouthTrust's collateral is declining. The Court
thus ruled that SouthTrust is not entitled to relief from the
automatic stay or to adequate protection payments under sections
362 and 361, respectively. (Timbers of Inwood, 484 U.S. at 382.)

      (B) Post-Petition Rents under Section 365(d)(3)

          The Court pointed out that an assignment of rents
clause transfers the right in the rents to the assignee. In
determining whether a lease is a bona fide, or true, lease, the
form or title chosen by the parties is not determinative, the
Court said, and the party challenging the bona fides of the
lease carries a "substantial" burden of proof. Thus, the Court
opined, it is the Debtors' burden to show that the agreements
between the Subsidiaries and Acquisition are not true leases.

          The Court noted that the parties asserted different
bases for determining whether the agreements are true leases or
financing arrangements. The Debtors asserted that federal law
and the economic substance test should be applied. SouthTrust
asserted that state law should be applied. According to section
25 of the leases between the Subsidiaries and Acquisition, Texas
law governs.

          The Court opined that it is immaterial which law is
applied because the difference between the two tests is not
significant here. The economic substance test requires that all
of the circumstances and documents be examined, and Texas law
requires that "the facts of each case" be examined.

          The Court further advised that in determining whether
an agreement is a true lease or a disguised financing agreement,
the majority of courts focus upon three factors:

          * whether the lessee has a purchase option at the end
            of the lease and, if so, whether the option price is
            nominal;

          * whether the aggregate rental payments have a present
            value equal to or in excess of the original cost of
            the leased property; and

          * whether the lease term covers the useful life of the
            property.

The Court noted that in addition to those three factors, courts
have examined a number of other indicia, including whether the
"rental" payments were calculated to compensate the lessor for
the use of the property, rather than ensure a return on an
investment; whether the "rent" was calculated at market rate;
whether the obligations of the tenant are those normally
associated with ownership; whether the property was purchased by
the lessor specifically for the lessee's use; and the intent of
the parties, including whether the agreement was structured to
secure tax advantages and the purpose of the lease in light of
the entire transaction.

In the present case, the Court found that the agreements contain
no purchase option at the end of the leases, that the leases are
only for one year, with an option to renew for successive one-
year terms, and it is clear that the aggregate rental payments
do not equal the original cost of the facilities (which was over
$42 million). Moreover, the lease term (1 year) does not cover
the useful life of the facilities.

The Court concluded that these factors support a conclusion that
the agreements are true leases.

Moreover, the Court found that no evidence has been presented
that the monthly payments were calculated to ensure a return on
an investment. Rather, the Court noted, Daniel J. Booth, Vice
President of Finance of the Debtors, testified that at the time
the loan was made, the amount of rent was a reasonable market
rental. Thus, this factor supports a conclusion that the
agreements were true leases, the Court found.

The Debtors rely upon the fact that the agreement at issue is a
triple net lease (i.e., the lessee pays all costs related to the
premises including the mortgage, taxes, and utilities). The
Debtors argued that this is an indication of a financing
arrangement because it requires the tenant to assume the usual
obligations of ownership. However, the Court pointed out, a
triple net lease is not an unusual tern in a true lease.

The Court found that the Subsidiaries clearly purchased the
properties for Acquisition's use, not their own. This factor,
the Court said, favors a finding that the leases between the
parties are financing arrangements. However, that is the only
factor which favors such a conclusion, the Court noted.

The last factor, the Court noted, is the parties' intent in
structuring the agreements as they did, including whether the
agreement was structured to secure tax advantages. The Court
found that it is unable to make any determination of how the
leases fit into the entire transaction based upon the parties'
intent, given that no credible testimony was presented as to
the 'intent" of the parties. The only witness that the Debtors
produced was Mr. Booth. Although Mr. Booth was the signatory to
the loan documents and the leases on behalf of both the
Subsidiaries and Acquisition, he stated that he was not involved
in structuring the deal. Mr. Booth testified that the person who
negotiated the deal, Robert Fishman, left the Debtors' employ
over a year ago. Therefore, no credible testimony was presented
as to the "intent" of the parties. Further, Ms. McDonald,
SouthTrust's vice president of specialized healthcare lending,
who negotiated the loan for SouthTrust, testified that she had
no idea that the Debtors intended the leases to be financing
arrangements.

Finally, the Court found that the documents themselves do not
support the Debtors' position because the Debtors signed
documents titled "Leases". At no point did the lessee have the
right to purchase the facilities for any amount, the Court
observes.

The Court found that the Debtors have not overcome the strong
presumption that the agreements at issue are financing devices
rather than true leases. The Court therefore concludes that
section 365(d)(3) is applicable, and, if the Debtors seek to
maintain possession of the facilities, they must pay all
post-petition rent under those leases.

      (C) Conflict of Interest / Substantive Consolidation

          In their post-hearing brief, SouthTrust raised two
other issues: first, whether the Debtors may even argue that the
leases are not true leases because of a conflict of interests
among the Debtors, and second, whether the Debtors have
improperly substantively consolidated the bankruptcy estates.
The Court found that because it concludes that the Debtors must
pay all post-petition rent pursuant to section 365(d)(3), it
need not address those issues.

      (D) Conclusion

          The Court concluded that because SouthTrust is an
undersecured creditor and there is no evidence its collateral is
depreciating in value, SouthTrust's Motion for Relief from the
Automatic Stay is denied. The Court, however, concludes that the
agreements at issue are not financing arrangements but true
leases. Therefore, SouthTrust is entitled to the payment of rent
on each of the properties, pursuant to its assignment of rents.
The Court ordered that Acquisition is obligated to pay all post-
petition rent pursuant to section 365(d)(3) and SouthTrust, as
assignee, is entitled to receive the post-petition rents due on
each of the properties. (Integrated Health Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED NETWORK: Files Chapter 11 Petition in New Jersey
-----------------------------------------------------------
Integrated Network Corporation Inc., Bridgewater Township, N.J.,
has now filed Chapter 11 in the U.S. Bankruptcy Court in New
Jersey. The case number is 01-51889. (New Generation Research,
March 28, 2001)


LERNOUT & HAUSPIE: Bakers Challenge $13.1 Mil Sale To Visteon
-------------------------------------------------------------
James and Janet Baker, former majority owners of a company
acquired last year by Lernout & Hauspie Speech Products NV
(L&H), asked Judge Judith H. Wizmur to reject a proposed $13.1
million sale of voice-recognition technology from their former
business to high-tech auto-parts supplier Visteon Corp.,
according to Dow Jones. The couple said that they would be
willing to buy the technology themselves for at least $13.1
million. The Bakers sold the Massachusetts-based Dragon Systems
to L&H for about $500 million in L&H stock last June, five
months before L&H filed for bankruptcy.

Judge Wizmur was to consider the proposed sale to Visteon on
March 29, when she would also rule on a separate request by the
Bakers to appoint a trustee to oversee the assets of their
former business, Dragon Systems Inc. A decision to appoint a
trustee would imperil the $60 million debtor-in-possession (DIP)
financing that allows bankrupt L&H to keep operating, since
L&H's lender has threatened to foreclose if a trustee is
appointed. (ABI World, March 28, 2001)


LOEWEN GROUP: USB AG Resigns from Creditors' Committee
------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102(a)(1), and as stated in its
Seventh Amended Notice, the United States Trustee for Region III
appointed the following creditors to the Official Committee of
Unsecured Creditors in The Loewen Group, Inc.'s chapter
11 cases:

      (1) TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
          730 Third Avenue
          New York, NY 10017
          Attn: Roi Chandy, Co-Chair
          Tel. (212) 916-5967/Fax # (212) 916-6140

      (2) CALIFORNIA PUBLIC EMPLOYEE'S RETIREMENT SYSTEM
          400 P Street, Suite 3492
          Sacramento, CA 95814
          Attn: Curtis Ishii, Sr. Principal Investment Office
          Tel. (916) 326-3138/Fax # (916) 326-3330

      (3) WACHOVIA BANK, N.A.
          191 Peachtree Street, 28th Floor
          Atlanta, GA 30303
          Attn: David K. Alexander, Sr. Vice President
          Tel. (404) 332-1474/Fax # (404) 332-6898

      (4) BANK ONE TRUST COMPANY, N.A.
          as Successor Indenture Trustee,
          100 E. Broad Street
          Columbus, OH 43271-0181
          Attn: Jeffery A. Ayres
          Tel. (614) 248-2566/Fax (614) 248-5195

      (5) NORWEST BANK
          406 Farmington Avenue
          Farmington, CN 06032
          Attn: Vito Iacovazzi, Vice President
          Tel. (860) 676-7808/Fax # (860) 676-7814

Accordingly, USB AG has resigned from the Official Committee.

Joseph J. McMahon, Jr., Esq., is the Staff Attorney for the U.S.
Trustee assigned to the Debtors' cases; Phone: (302) 658-9200,
Fax: (302) 658-6497 (Loewen Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARCHFIRST INC.: Nasdaq Halts Trading of Common Stock
-----------------------------------------------------
The Nasdaq Stock Market(SM) announced that it had halted trading
of MarchFirst, Inc. (Nasdaq: MRCH) for "additional information
requested" from the company at a last sale price of 5/32.

Trading will remain halted until MarchFirst, Inc. has fully
satisfied Nasdaq's request for additional information.


LOEWS CINEPLEX: Closing Washington, DC, Avalon Theater this Week
----------------------------------------------------------------
A federal bankruptcy judge in New York cleared the way for Loews
Cineplex Entertainment Corp. to close the Washington, D.C.
Avalon Theatres by the end of the week and to remove the 79-
year-old cinema's seats and equipment, according to The
Washington Post. U.S. Bankruptcy Court Judge Allan L. Gropper
urged Avalon's landlord, John Kyle, and Loews management to work
out a deal that could allow another theater to operate the site.
Kyle said that he would like to locate another theater tenant.
Kyle's attorney, Linda S. Kagan, said she was negotiating with
Loews to keep the equipment in place for 30 days. Loews's
lawyers said the movie chain tried a negotiation for keeping the
equipment in place, but it could not pay the rent Kyle wanted
and still make a profit. Loew's also claims that Kyle was
unwilling to make a fair offer for the equipment. (ABI World,
March 28, 2001)


MARINER POST-ACUTE: Enters into New Agreements with MCI
-------------------------------------------------------
MCI Telecommunications Corporation and Mariner Post-Acute
Network, Inc. have entered into New Agreements and intend that
Prior Agreements entered before the petition date will be
rejected as of the effective date of the New Agreements, subject
to the Court's approval of their agreement and stipulation for
the arrangement.

The New Agreements are:

      (1) MCI WorldCom Network Service Agreement for Voice
Service;

      (2) MCI WorldCom Network Service Agreement for Data
Services; and

      (3) Paging Agreement.

Before MPAN's petition date, the parties entered into the Prior
Agreements:

      (1) Specialized Customer Arrangement for MCI WorldCom On-
Net Services (SCA); and

      (2) MCI Services Agreement.

MCI and the Debtors also previously entered into a Stipulation
and Order Concerning Adequate Assurance of Payment for
Postpetition Telecommunications Services.

The parties now agree and stipulate that,

      (1) Effective as of the effective date of the New
Agreements, the Prior Agreements are rejected by MPAN pursuant
to 11 U.S.C. section 365;

      (2) The Prior Stipulation shall expire as of the effective
date of the New Agreements, and except as provided in the
subject stipulation and order and the Deposit will be credited
against the first payments coming due to MCI under the New
Agreements;

      (3) Any unpaid balance due by the Debtors for postpetition
services prior to the effective date of the New Agreements will
be paid in accordance with the terms of the Prior Stipulation;
and

      (4) Notwithstanding the expiration of the Prior
stipulation, MCI will continue to provide MPAN with one summary
invoice, as provided by paragraph 5 of the Prior Stipulations
but other than this the Prior Stipulation will not apply to
services covered by the New Agreements from the effective date
of the New Agreements.

      (5) MCI expressly agrees that it will not assert or have
any claim based upon the rejection of the Prior Agreements
except that in the event that MPAN terminates any of the New
Agreements other than for "cause" within three months from the
effective date of the New Agreements, then MCI will have a
general, unsecured prepetition claim in the amount of $7,722
against MPAN.

      (6) If MPAN terminates any of the New Agreements other than
for "cause" at any time within two years of the effective date
of the New Agreements, then MCI will have a general, unsecured
prepetition claim against MPAN in the amount of $7,722,000, less
a reduction of $1 million for each full three-month period that
has elapsed between the effective date of the Wew Agreements and
the date of such termination.

      (7) To effect the agreement, MCI will file a contingent
proof of claim in the amount of $7,722,000 for the rejection of
the Prior Agreements, which will be finally allowed in any
amount, if at all, only when it has been determined whether MPAN
has terminated any of the New Agreements other than for "cause"
within two years following the Effective Date of the New
Agreements. Regarding such Contigent Rejection Claim,

          (a) MPAN will provide for a reserve as a prepetition
              general unsecured claim in any plan of
              reorganization proposed or consented to by MPAN;

          (b) Prior to the Claim Determination Date, any reserve
              maintained with respect to the Contingent Rejection
              Claim under a plan of reorganization at any given
              time will be based upon what the allowed amount of
              the Contingent Rejection Claim would be at such
              time if the New Agreements were then terminated
              other than for cause and not on any estimation of
              the Contigent Rejection Claim.

      (8) MCI specifically reserves the right to assert or file
Reserved Claims including:

          (a) a prepetition claim for unpaid amounts owing for
              pre-petition services rendered by MCI under the
              Prior Agreements for which MCI has not been paid;
              and

          (b) a post-Petition Date, administrative claim for any
              services rendered to the Debtors with respect to
              the Prior Agreements subsequent to the Petition
              Date and prior to the rejection of the Prior
              Agreements, for which MCI has not been paid;

          (c) a post-Petition Date, administrative claim for any
              services rendered to the Debtors under the New
              Agreements, for which MCI has not been paid.

      (9) The contents of the New Agreements may be disclosed to:

          (a) counsel and the financial advisors to the Committee
              in the MPAN and Health chapter 11 cases and

          (b) counsel, the financial advisors, and the Agent Bank
              or Banks for (i) the senior secured lenders of MPAN
              for whom Chase  Manhattan Bank acts as Agent; and
              (ii) the senior secured landers of MHG for which
              PNC Bank and First Union Bank act as Agents,
              provided that any such party executes a
              confidentiality agreement containing terms
              substantially similar to those contained in
              paragraph 13 of each of the MCI WorldCom Network
              Services Agreement for Voice Services and the MCI
              WorldCom Network Services Agreement for Data
              Services. (Mariner Bankruptcy News, Issue No. 13;
              Bankruptcy Creditors' Service, Inc., 609/392-0900)


NORTHPOINT: Shuts Down DSL Network Due to Lack of Funding
---------------------------------------------------------
NorthPoint Communications, Inc. (OTC Bulletin Board: NPNTQ)
announced that it has been forced to shut down its DSL network
after efforts to secure funding for continued, interim
operations failed.

NorthPoint Communications is operating under Chapter 11 of the
US Bankruptcy Code and is in the process of liquidating its
assets.

Since the Court approved a sale of a portion of the company's
assets on March 22, 2001, NorthPoint and a group of stakeholders
have worked to secure interim funding to maintain the network to
facilitate customer migrations. That effort has been
unsuccessful. Absent funding, NorthPoint is taking immediate
steps to take down service. NorthPoint advises its customers to
expect network outages and termination of DSL services
immediately.

NorthPoint officials urge customers to contact their Internet
Service Providers directly for additional details regarding
future service.


OWENS CORNING: Wants To Reject Parkersburgh & Knoxville Leases
--------------------------------------------------------------
Owens Corning have identified two leases of real properties as
unneeded in their business operations and burdensome to these
bankruptcy estates. These are leases of real property located in
Parkersburgh, West Virginia, and Knoxville, Tennessee. While the
Debtors previously used these leased properties as warehouses,
the Debtors currently have no business need for them.

The Debtors have determined in their business judgment that
these leases requires them to incur substantial costs which
constitute an unnecessary drain on their cash resources because:

      (a) The Debtors are obliged to pay rent;

      (b) These unneeded leases obligate the Debtors to maintain
insurance, perform certain property maintenance and incur other
related charges.

The Debtors told Judge Fitzgerald that by rejecting the unneeded
leases now, they will avoid incurring unnecessary administrative
charges that provide no tangible benefit to the Debtors'
estates, creditors, or interest holders.

Furthermore, the Debtors believe that the unneeded leases are
either at or above market rental rates and therefore the Debtors
would be unable to obtain any value for the leases though
assumption and assignment. Accordingly, the Debtors asked Judge
Fitzgerald's authority to reject these unneeded leases. (Owens
Corning Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OXFORD HEALTH: Appoints Charles G. Berg As President and COO
------------------------------------------------------------
Oxford Health Plans, Inc. (Nasdaq:OXHP - news) has appointed
Charles G. Berg, age 43, as President and Chief Operating
Officer. Berg succeeds Charles M. Schneider, Oxford's prior
President and Chief Operating Officer.

Berg joined Oxford in April 1998 and has served as Executive
Vice President of Medical Delivery and Technology.

"Chuck Berg has played a central role in Oxford's success.
Moreover, his extensive knowledge of the healthcare business,
his experience at Oxford, and his superb management skills are
perfectly suited to our growth plans."

Founded in 1984, Oxford Health Plans, Inc. provides health plans
to employers and individuals in New York, New Jersey and
Connecticut, through its direct sales force, independent
insurance agents and brokers. Oxford's services include
traditional health maintenance organizations (HMOs), point-of-
service (POS) plans, preferred provider organization (PPO)
plans, third-party administration of employer-funded benefits
plans and Medicare plans.


PAYLESS CASHWAYS: Shareholders to Meet on April 18 in Missouri
--------------------------------------------------------------
Notice has been given to stockholders of Payless Cashways, Inc.
that the Annual Meeting will be held at the offices of Payless
Cashways, Inc., 800 N.W. Chipman Road, Suite 5900, Lee's Summit,
Missouri, on Wednesday, April 18, 2001 at 10:00 a.m. for the
following purposes:

      (1) To elect two Class I directors to a term of three years
each as set forth in the Company's Proxy Statement.

      (2) To transact any other and further business that may
come before the meeting.

The Board of Directors has fixed the close of business on
February 19, 2001, as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.


PAYLESS CASHWAYS: Reports First Quarter 2001 Results
----------------------------------------------------
Payless Cashways, Inc. (OTC Bulletin Board: PCSH), a full-line
building materials and finishing products company focusing on
the professional builder, remodel and repair contractor,
institutional buyer, and project-oriented consumer, today
reported operating results for the first quarter ended February
24, 2001.

Key Developments-- First Quarter 2001:

     -- SG&A expense reduced by 33.4% or $31.3 million vs. 1Q00.
     -- First quarter SG&A ratio lowest Q1 reported since 1995.
     -- Total debt reduction of $61.0 million vs. 1Q00 and $32.0
        million vs.Y/E 2000.
     -- Net cash generated in Q1 of $32.4 million best reported
        since 1996.
     -- Significant progress toward goal of profitability in
        2001.

"Although this has been a very difficult winter quarter for our
industry, at PCI we continue to make significant progress in
improving our profit model and our balance sheet. The
combination of a general economic slowdown, an unusually harsh
winter in most of our operating areas, further deflation in
commodity prices, and our continued transition away from
frequent mass print advertising events had a dramatic impact on
our sales. However, our relentless focus on margin maintenance,
expense reduction, and debt reduction while we aggressively
concentrate on strengthening our relationship with our target
customer continues to deliver bottom line improvement," says the
company's President & CEO Millard Barron.

                     First Quarter 2001 Results

Net income for the first quarter of 2001 was $0.3 million
compared to a net loss of $4.2 million in the first quarter of
2000. Net income in 2001 was positively impacted by an $8.0
million ($.40 per share) non-recurring and non-cash income tax
benefit. The benefit resulted from an adjustment to non-current
deferred taxes prompted by settlements of numerous prior year
income tax examinations. The effective tax rate for the first
quarter of 2000 benefited from the utilization of a long-term
capital loss carry-forward, which positively impacted net income
by approximately $3.8 million or $.19 per share for the quarter
last year. Net income per common share in the first quarter of
2001 was $.01 compared to a net loss of $.21 per common share in
the same quarter of 2000.

The Company reported a first quarter operating loss of $3.0
million compared to an operating loss of $3.2 million in the
first quarter of the previous year. Lower selling, general,
administrative and depreciation expenses more than offset the
shortfall in gross margin dollars resulting from reduced sales
volume.

Effective November 26, 2000, the Company changed its method of
accounting for its hardware store inventories from the last-in,
first-out (LIFO) method to the first-in, first-out (FIFO)
method. As a result of the trend toward declining unit costs of
this merchandise, the Company believes that the new method is
preferable in the circumstances because the FIFO method of
valuing inventory more closely matches current costs and
revenues in periods of declining prices. The Company's method of
accounting for lumber and related products is the FIFO method,
which remains unchanged. The financial statements of prior
periods have been restated to apply the new method
retroactively. As a result, gross margin and operating results
for the period ended February 26, 2000 have been increased $1.7
million to reflect the effect of the new method of accounting.
Net income for the quarter ended February 26, 2000 was
positively impacted by $1.0 million or $.05 per share due to the
restatement.

Net sales for the first quarter of 2001 were $232.9 million, a
28.9% same-store decrease and a 32.9% decrease in total, versus
first quarter of 2000 sales of $347.1 million. On a same-store
sales basis, sales to the professional customer decreased 22.8%,
and sales to the DIY customer decreased 36.9% for the quarter.
Same store sales were negatively impacted by inclement weather
conditions in December, January and February, continuing
deflation in lumber prices, and reductions in mass advertising
activity.

                Payless Cashways Management Comments

Payless Cashways President & CEO Millard Barron commented,
"Although this has been a very difficult winter quarter for our
industry, at PCI we continue to make significant progress in
improving our profit model and our balance sheet. The
combination of a general economic slowdown, an unusually harsh
winter in most of our operating areas, further deflation in
commodity prices, and our continued transition away from
frequent mass print advertising events had a dramatic impact on
our sales. However, our relentless focus on margin maintenance,
expense reduction, and debt reduction while we aggressively
concentrate on strengthening our relationship with our target
customer continues to deliver bottom line improvement."

Mr. Barron continued, "Typically, the first quarter is a net
loss quarter for us due to the winter season. I am pleased with
our overall bottom line performance, and I remain conservatively
optimistic about 2001. Although we are still experiencing the
negative impact of commodity price deflation, the rate of
deflation is declining as excess supply and capacity is reduced.
Also, falling interest rates should help, both by boosting
consumer confidence and reducing our significant interest costs.

Finally, many of the initiatives we undertook in 2000 to build
our revenue, improve our efficiencies, and reduce our debt, will
continue to improve our profit leverage as we move through the
remaining quarters of the year. Two of our principal financial
objectives for 2001 are to be profitable and to reduce debt by
$100 million. In the first quarter, we made significant progress
towards achieving both."

Mr. Barron concluded, "I am extremely proud of the dedication
and hard work of our associates during this challenging period.
Of course, our vendor and lender support continues to be key to
our success, and we certainly appreciate their continued
partnering relationships. We also are committed to continue to
improve shareholder value, and appreciate the ongoing patience
and support of our shareholders."

                     About the Company

Payless Cashways, Inc. is a full-line building materials and
finishing products company focusing on the professional builder,
remodel and repair contractor, institutional buyer, and project-
oriented consumer. The Company operates 128 retail stores and 8
Builders Resource facilities in 17 states located in the
Midwestern, Southwestern, Pacific Coast and Rocky Mountain
areas. The Company also operates 12 distribution and
manufacturing facilities in 7 states. The stores operate under
the names Payless Cashways, Furrow, Lumberjack, Hugh M. Woods,
Knox Lumber and Contractor Supply.
Forward-Looking Statements


PERFORMANCE MATERIALS: Files For Bankruptcy Protection
------------------------------------------------------
Performance Materials Inc. of Palm Harbor, Fl., which does
business as Performance Marcite, has now filed Chapter 11. No
schedules were listed in the filing. (New Generation Research,
March 28, 2001)


PILLOWTEX CORP.: Intends To Sell Blanket Division to Core Point
---------------------------------------------------------------
Pillowtex Corp. has signed a letter of intent to sell the assets
of its blanket division to Core Point Capital LP, according to
court filings obtained by DBR. Core Point has made a bona fide
offer to purchase the assets of Pillowtex's bankrupt Beacon
Manufacturing Co. unit, which designs, manufactures and sells
blankets. Pillowtex Vice President and Treasurer Henry Pollock
told DBR Monday that the parties are negotiating possible sale
terms, including the purchase price. In 2000, the blanket
division's sales accounted for about 6.7 percent of Pillowtex'
sales. (ABI World, March 28, 2001)


PILOT NETWORK: Nasdaq Moves to Delist Shares from Trading
---------------------------------------------------------
Pilot Network Services, Inc.(R) (Nasdaq: PILT), the first
provider of highly secure, subscription-based e-business
services, was notified by Nasdaq of the exchange's decision to
delist Pilot's common stock from the Nasdaq National Market.

Nasdaq's decision to delist Pilot's common stock was based on
Nasdaq Marketplace Rule 4450(a)(3) and results from Pilot's
failure to maintain at least $4.0 million in net tangible
assets.

On March 28, 2001, Pilot requested an oral hearing to review
Nasdaq's determination. The hearing request stays the delisting
of Pilot's common stock, which otherwise would have occurred on
March 30, 2001, pending the decision of a Nasdaq Listing
Qualifications Panel.

There can be no assurance that the decision of the Nasdaq
Listing Qualifications Panel will be favorable to Pilot. In the
event that Pilot's common stock is delisted following the
hearing, redemption rights in favor of the holder of Pilot's
Series A Preferred Stock will be triggered.


PLAY CO.: Files For Chapter 11 To Facilitate Sale Of Assets
-----------------------------------------------------------
Play Co. Toys & Entertainment Corp. and its main operating
subsidiary Toys International.COM, Inc. filed for protection
under Chapter 11 of the US Bankruptcy code in order to execute
an orderly wind-down of its business and sale of its assets. The
Company and its Board of Directors had explored a number of
options including partial liquidation and reorganization around
a smaller group of core stores, refinancing and strategic sale
of all or part of its business before determining that an
orderly wind-down of operations offered the best alternative for
the benefit of its secured creditor.

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

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

Play Co. Toys & Entertainment Corp. is a specialty retailer of
unique toys, hobby items, and collectibles. The Company operates
35 stores as of March 23, 2001.


PLAY CO.: Case Summary and 9 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Play Co. Toys and Entertainment Corp.
              1385 Broadway, Suite 814
              New York, NY 10018

Debtor affiliates filing separate Chapter 11 petitions:

              Toys International.Com, Inc.
              Play Co. Toys Canyon Country, Inc.

Type of Business: The company is operating 35 stores in 12
                   states, offering educational, new electronic
                   interactive games; specialty and collectible
                   toys, and traditional toys, among others.

Chapter 11 Petition Date: March 28, 2001

Court: Southern District of New York

Bankruptcy Case Nos.: 01-11756-alg
                       01-11758-alg
                       01-11759-alg

Judge: Hon. Allan L. Gropper

Debtors' Counsel: Arthur Goldstein, Esq.
                   Todtman, Nachamie, Spizz & Johns, P.C.
                   425 Park Ave. New York, NY 10022
                   Phone:(212)754-9400
                   Fax:(212)754-6262
                   Email: agoldstein@tnsj-law.com

                   Barton Nachamie, Esq.
                   Todtman, Nachamie, Spizz & Johns, P.C.
                   425 Park Ave. New York, NY 10022
                   Phone:(212)754-9400
                   Fax:(212)754-6262
                   Email: bnachamie@tnsj-law.com

Total Assets: $10,500,000

Total Debts: $17,505,226

List of Debtors' 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim   Claim Amount
------                        ---------------   ------------
Foothill Marketplace                            $ 113,751

Haskell & White LLP                              $ 15,250

ECTC-LLC                                          Unknown

GMS Realty, LLC                                   Unknown

Tri-City Associates, LLC                          Unknown

Corona Plaza LL.                                  Unknown

South Coast Plaza             Lease for premises
                               located at 3333
                               Bristol Street,
                               Costa Mesa, CA      Unknown

South Coast Plaza             Lease for premises
                               located at 3333
                               Bear Street,
                               Costa Mesa, CA      Unknown

The Galleria At South Bay                         Unknown


PREMIER LASER: Files Joint Plan Of Liquidation in California
------------------------------------------------------------
On March 7, 2001, Premier Laser Systems, Inc. filed with the
United States Bankruptcy Court for the Central District of
California, on behalf of itself and its wholly-owned subsidiary,
EyeSys-Premier, Inc., the Debtors' proposed Joint Plan of
Liquidation and the Debtors' Proposed Disclosure Statement in
Support of the Debtors' Joint Plan of Reorganization. The
hearing on the adequacy of the disclosure statement is scheduled
for May 8, 2001. After the disclosure statement is approved,
Premier will solicit votes on the Proposed Plan from its
creditors and interest holders and seek confirmation of the
proposed Plan by the Bankruptcy Court.

Under the Proposed Plan, a Delaware limited liability company
will be formed on the date on which the plan becomes effective,
and Premier will be its sole member. The Proposed Plan provides
that a reserve sufficient to pay all Premier's senior claimants
will be established from the cash in Premier's estate on the
Effective Date. Any remaining cash and unsold assets of Premier
will be transferred to the limited liability company. The
limited liability company will then sell all the assets
transferred to it and pay Premier's creditors from the proceeds
of its sales. Once all creditors have been paid in full, the
limited liability company will distribute any remaining cash to
Premier as its sole member. Premier will then distribute such
cash to the holders of equity interests in Premier.

The Proposed Plan provides that, with respect to EyeSys,
EyeSys's creditors will be paid from the proceeds of the sale of
EyeSys's remaining assets, which sale is expected to be
completed prior to the Effective Date. In addition, a reserve
sufficient to pay all EyeSys's senior claimants will be
established from the proceeds of the sale, and any remaining
cash of EyeSys will be made available to distribute to EyeSys's
creditors. The excess, if any, will be transferred to the
limited liability company on the Effective Date on account of
Premier's equity interest in EyeSys.


SAFETY COMPONENTS: Shareholders to Hold Special Meeting in April
----------------------------------------------------------------
Notice will shortly be given to stockholders of Safety
Components International, Inc. of a Special Meeting to be held
at a time and place yet to be designated. It is anticipated the
meeting will take place in April. The meeting will be held for
the following purposes:

      (1) To consider and vote upon the Safety Components
International, Inc. 2001 Stock Option Plan authorizing the
issuance of up to 900,000 shares of the Company's common stock
under the Plan to key employees, including officers, and/or to
directors and consultants.

      (2) To consider and vote upon certain cash payments payable
to, and decreases in the exercise price of certain stock options
to be granted pursuant to the Plan for the benefit of, members
of the Company's management under employment agreements and/or
severance arrangements entered into by the Company, in the event
of a change of control of the Company.

      (3) To transact such other business as may properly come
before the meeting.

Only holders of record of the Company's common stock at the
close of business on March 16, 2001 will be entitled to notice
of, and to vote at, the meeting.


SOUTH FULTON: Tenet Healthcare Takes Over Hospital on April 16
--------------------------------------------------------------
Tenet Healthcare Corp. (NYSE:THC) said that its bid to acquire
South Fulton Medical Center through a subsidiary was accepted by
the U.S. Bankruptcy Court here.

Tenet's subsidiary expects to take responsibility for the
hospital on April 16.

Tenet's bid for South Fulton Medical Center was approved by
Judge Homer Drake of the U.S. Bankruptcy Court, Northern
District of Georgia -- Atlanta Division. Georgia International
Health Alliance, the parent company of South Fulton Medical
Center, filed for Chapter 11 bankruptcy protection in April
2000.

GIHA announced its decision to go forward with Tenet's bid on
Feb. 9. South Fulton Medical Center, a 369-bed acute-care
hospital located in East Point, a suburb of Atlanta, reported
annual net operating revenues of approximately $85 million in
the most-recent period.

"The acceptance of Tenet's bid by the court represents a unique
opportunity to secure the future of South Fulton Medical Center
for the patients, physicians and employees who rely upon this
hospital," said Reynold J. Jennings, executive vice president of
Tenet's Southeast Division.

"We are confident that combining South Fulton Medical Center
with Tenet will be the key to ensuring that this valuable
community asset returns to operational and financial success,
and that it continues to provide the kind of quality health care
that the community needs and deserves."

A media event and hospital commemoration will be held at the
medical center on April 16.

Tenet's subsidiaries already operate four acute-care hospitals
in the greater Atlanta area -- Atlanta Medical Center in
downtown Atlanta; North Fulton Regional Hospital in Roswell;
Spalding Regional Hospital in Griffin; and Sylvan Grove Medical
Center in Jackson.

South Fulton Medical Center's 21-acre main campus is located
just south of Atlanta in East Point, near Hartsfield
International Airport. The hospital's primary services consist
of emergency trauma care, general surgery, maternity (including
a Level II neonatal intensive care unit), inpatient oncology,
physical and occupational rehabilitation, and cardiac care.
Tenet Healthcare, through its subsidiaries, owns and operates
110 acute-care hospitals with 26,914 beds and numerous related
health-care services. The company employs approximately 103,500
people serving communities in 17 states and services its
hospitals from a Dallas-based operations center.

Tenet's name reflects its core business philosophy: the
importance of shared values among partners -- including
employees, physicians, insurers and communities -- in providing
a full spectrum of health care. Tenet can be found on the World
Wide Web at www.tenethealth.com.


SPINTEK GAMING: VendingData Acquires all Assets for $1.15 Mil
-------------------------------------------------------------
VendingData(TM) Corp., a Las Vegas-based developer, manufacturer
and distributor of products and services for the gaming
industry, announced the acquisition of the tangible and
intangible assets belonging to Spintek Gaming Technologies Inc.,
a California corporation; Spintek Gaming Inc., a Nevada
corporation; and Spinteknology Inc., a Nevada corporation

These assets include equipment, supplies, inventory and
intellectual property, including all patent rights, pending
patent applications, registered trademarks, pending trademark
applications, copyrights and other assets related to a slot
machine hopper and the technology for determining its contents
and for transmitting collection and accounting data under the
registered names AccuSystem(R), including the AccuHopper(R), the
AccuBoard and the AccuDrop (collectively the "AccuSystem").
VendingData(TM) plans to reintroduce these products under the
trade name SecureHopper(TM).

VendingData(TM) is in the process of developing the
SecureHopper(TM) product, utilizing the technology acquired from
the Spintek purchase. SecureHopper(TM) is intended to be a
device designed to work hand-in-hand with the SecureDrop(TM)
line of products. The SecureHopper(TM) System will record and
report information regarding hopper (coin dispenser) contents.

"The acquisition of this technology, along with the development
of our new soft currency system, will allow us to give gaming
operators a more complete solution for monitoring slot
revenues," stated Steven J. Blad, president-CEO of
VendingData(TM). "We intend to complete the development and
rollout of the SecureHopper(TM) and soft currency products in
the third quarter of 2001."

The SecureHopper(TM) will accurately monitor the time periods
when the main door of the slot machine is opened. Typically, at
this time, a hopper fill is being performed. SecureHopper(TM)
can determine the amount of coins added to the hopper during
this interval. This information can be permanently recorded in
the SecureDrop(TM) bucket memory, where it is stored until data
collection is performed at a later time. In this manner, the
SecureDrop(TM) System will act as a backup data system to the
SecureHopper(TM) System.

SecureHopper(TM) will utilize an advanced technology, which will
enable the hopper and its contents to be "weighed." This weight
will then be translated into the number of coins in the hopper.
Prior to this technology, there was no way to ascertain the
number of coins in a slot machine's hopper. This money is
basically unaccounted for and has always been a target of the
unscrupulous. In addition, the hopper coins are an asset, like
the drop and vault coins. With SecureHopper(TM), gaming
operators will always know the contents of every hopper on the
slot floor. This information is a deterrent to pilfering,
resulting in a more efficient slot floor operation. The
SecureHopper(TM) can be calibrated for any denomination coin or
token and is completely accurate.

SecureHopper(TM) will focus on three major areas: hopper
security, hopper fill notification and hopper fill verification.
The SecureHopper(TM) technology will allow gaming operators to
reduce machine downtime by filling inactive games, which will
lead to a dramatic increase in slot revenue and player
satisfaction. The SecureDrop(TM) Systems help gaming operators
improve their accounting accuracy, reduce labor and reduce
losses due to theft by electronically tracking all slot drop
buckets, electronically measuring slot revenues and bringing a
portable count room to the slot floor. The system is currently
under contract in more than 40 domestic and international
casinos.

VendingData(TM) purchased the Spintek assets on March 26, 2001,
after the Spintek Bankruptcy Trustee had been given the
authorization for the sale by the United States Bankruptcy
Court. The purchase was made with a combination of VendingData
stock, Warrants and cash valued by the parties at approximately
$1.15 million.


TICKETS.COM: Receives Nasdaq Notice Of Delistment
-------------------------------------------------
Tickets.com (Nasdaq: TIXX) said it has received a Nasdaq Staff
Determination notice indicating that the company has failed to
comply with the minimum bid price requirement for continued
listing on the Nasdaq National Market System and, therefore, is
subject to delisting. The notice, dated March 21, was triggered
solely by the company's stock price, which has traded below $1
since early November. Tickets.com believes it meets all other
continued listing requirements under Nasdaq's Maintenance
Standard 1.

Tickets.com has requested and has been granted a hearing before
a Nasdaq Qualifications Panel to consider the company's
continued listing. The hearing is scheduled to be held on May
10, 2001. Tickets.com's common stock will continue to be traded
on the Nasdaq National Market pending a final decision by the
Nasdaq Qualifications Panel. While Tickets.com believes there
are strong arguments for continued listing, there can be no
assurance that the Panel ultimately will rule in the company's
favor.

                     About Tickets.com

Tickets.com is a leading business-to-business ticketing
solutions provider for live events. The company facilitates the
sale of tickets by enabling venues and entertainment
organizations with proprietary and cutting edge software, retail
outlets, call centers and interactive voice response (IVR)
systems. Tickets.com builds private label ticketing gateways(SM)
to enable live entertainment organizations with e-commerce
distribution platforms. The company also sells tickets directly
to consumers at www.tickets.com, providing tickets and
information on virtually all events and entertainment
organizations, as well as offering related products and
services. tickets.com's automated ticketing solutions are used
by thousands of entertainment organizations such as leading
performing arts centers, professional sports organizations and
various stadiums and arenas in the U.S., Canada, Europe,
Australia and Latin America. Tickets.com is the official ticket
supplier to the 2002 Olympic Winter Games as well as the
official online ticketing solutions provider for Major League
Baseball Advanced Media, LP.


TRANS-INDUSTRIES: Falls Short Of Nasdaq Listing Requirements
------------------------------------------------------------
Trans-Industries, Inc., (Nasdaq: TRNI), received a Nasdaq Staff
Determination letter on March 22, 2001 notifying the Company
that the market value of its common shares held by public
shareholders was less than the minimum market value requirement
as set forth in Marketplace Rule 4450 (a) (2) and that its
securities are subject to delisting from the Nasdaq National
Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance that the Panel will grant the Company's
request for continued listing. To continue an active public
market for its stock, in the event the Panel does not grant the
Company's request for continued listing on the Nasdaq National
Market, the Company anticipates that its securities will be
listed on the Nasdaq SmallCap Market.

The Company is a leading provider of lighting systems and
related components to the mass transit market as well as a
supplier of information hardware and software solutions on
Intelligent Transportation Systems (ITS) and mass transit
projects. ITS utilizes integrated networks of electronic
sensors, signs and software to monitor road conditions,
communicate information to drivers and help transportation
authorities better manage traffic flow across their existing
infrastructures.


TSR WIRELESS: Court Approves Asset Sale To Network Services LLC
---------------------------------------------------------------
The U.S. Bankruptcy Court in Newark, N.J. has approved the asset
purchase agreement of TSR Wireless by Network Services LLC.

In addition to the asset purchase agreement, the ruling by Judge
Rosemary Gambardella also approved an agreement under which
Network Services will manage the assets of TSR Wireless until
the FCC issues a final order transferring the licenses to
Network Services.

Fort Lee, NJ-based TSR Wireless filed for Chapter 7 liquidation
on Dec. 4, 2000, laying off most of its 1,700 employees and
closing more than 275 retail locations nationwide. The company
provided a full line of wireless products, including pagers,
cellular and PCS phones, two-way radios, batteries and
accessories, and operated through resellers, direct accounts,
and company owned and operated retail stores.

Network Services, founded in 1995, is located in El Segundo,
about 20 miles southwest of Los Angeles. The company is a
leading regional integrated messaging service provider that
delivers innovative communications solutions. Value added
services include unified messaging, paging, enhanced voice mail,
Web-based e-mail with wireless notification, IP faxing, and pre-
paid calling. Network Services delivers these services over its
private IP and wireless network. The company also provides local
phone access to its services in over 200 cities in California,
Arizona and Nevada, and via the Internet.

"We have been looking for a strategy to roll out existing
products and services such as unified messaging and telephony
enhanced services nationally," said Brad Scott, president of
Network Services. "The acquisition of TSR Wireless will now give
us a nationwide presence and allow us to begin offering our
integrated messaging solutions nationwide."

Network Services, which now has almost two million subscribers
under management, was awarded the winning bid on March 23 at TSR
Wireless' New Jersey headquarters. The company acquired all of
TSR Wireless' one-way paging network's assets. These encompass
local, regional and nationwide 900 MHz frequencies, 1,400
transmitters and related telephony switches in 31 states, the
subscriber base, and administrative operations.

"All TSR Wireless' remaining employees will be retained," Scott
said. "Our initial goal is to restore customer confidence in TSR
Wireless and immediately launch an aggressive nationwide sales
and marketing campaign targeted to resellers, retailers,
business-to-business, and all existing customers."

"Network Services will also build upon the original TSR Wireless
customer base," Scott said. "We'll be opening regional offices
nationwide to support major metropolitan markets. Additional
staff will also be hired to handle customer support and focus on
new business development."


BOOK REVIEW: Bankruptcy Crimes
------------------------------
Author:  Stephanie Wickouski
Publisher:  Beard Books
Softcover:  395 Pages
List Price:  $124.95
Review by Gail Owens Hoelscher

Did you know that you could be executed for non-payment of debt
in England in the 1700s?  Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604?  While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
crimes to a U.S. attorney. The decision to prosecute is based on
the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.

Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.

Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries.  She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.

The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code. She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the Washington, D.C. firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.  Her practice is
concentrated in business bankruptcy, insolvency, and commercial
litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore

                            *********

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.

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

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

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