TCR_Public/010416.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 16, 2001, Vol. 5, No. 74

                            Headlines

ARMSTRONG HOLDINGS: Court Allows Trading Of Securities
BRIDGE INFORMATION: Reuters Confirms Bid For Certain Assets
CALYPTE BIOMEDICAL: Seeks More Funds To Sustain Operations
CAROLINA POTTERY: Taps Universal Capital To Handle Store Sales
CENTRAL EUROPEAN: Shareholders' Meeting Is On May 18 in Bermuda

CHECKERS: Richard Strong & Calm Waters Report 9.45% Equity Stake
COLORADO GREENHOUSE: Court Fixes June 4 Bar Date
COMPASS AEROSPACE: Says Will Not Make Interest Payment on Notes
CONVERSION TECH: Files For Chapter 7 Bankruptcy Protection
CYBERCASH: Receives Two Competing Bids For Operating Assets

DIGITAL INFORMATION: Files Chapter 11 Petition in N.D. Texas
FASTCOMM: Cash Burn Continues Due To Weak Sales & Collection
FINANTRA CAPITAL: Engages Aspen Capital as Financial Advisors
FINE AIR: Seeks More Time To Decide On Real Property Leases
FRUIT OF THE LOOM: Proposes Liquidation Plan For NWI Land

GE CAPITAL: Fitch Junks Ratings On Home Equity Loan Certificates
GENESIS HEALTH: $300,000 De Minimis Asset Sale Protocol Okayed
HARNISCHFEGER: Beloit Junks Coinpasa License Agreement
HEDSTROM HOLDINGS: Disclosure Statement Hearing Set For April 25
ICG: Velcor Moves To Foreclose Mechanic's Lien In Kern County CA

IMPERIAL SUGAR: Plan Confirmation Hearing Scheduled On May 2
INSCI-STATEMENTS.COM: Nasdaq Eyes Delisting Shares From Trading
INTEGRATED HEALTH: Allows 18 More To File Tardy Proofs Of Claim
KOZMO.COM INC.: Shuts Down Web Site & Ceases Operations
LEINER HEALTH: Obtains Further Waiver Extension From Lenders

LOEWEN GROUP: Resolves Contract Disputes With the Craciuns
LTV CORPORATION: Proposes Key Employee Retention Program
MAIL-WELL: Moody's Reviewing Ratings For Possible Downgrade
MARCHFIRST INC: Files Chapter 11 Petition in Wilmington
MARCHFIRST INC: Case Summary and 20 Largest Unsecured Creditors

MUSICBANK: Online Music Company Lays-Off Staff & Closes Shop
NOMURA ASSET: S&P Slashes Rating On Mortgage Certificate To 'D'
OTR EXPRESS: Talking to Four Equipment Lenders About Debt Terms
OWENS CORNING: Reports First Quarter Financial Results
PACIFIC GAS: Hires Howard Rice, et al., as Lead Counsel

PARACELSUS: Deutschlan Unit & Park Hospital Own 33.66% Of Stock
PINPOINT CORPORATION: Ceases Operations Due To Lack of Funds
PIONEER COMPANIES: Posts $105.6 Million Net Loss for FY 2000
PLAY CO.: Buxbaum Participates In Liquidation Of 33 Toy Stores
PSINET INC.: Cuts More Jobs To Conserve Cash

RIVAL NETWORKS: Sports Web Site Calls It Quits
SERVICE MERCHANDISE: Assumes Nine Leases For Go-Forward Stores
SHAMAN PHARMACEUTICALS: Court Grants Approval to Assign Lease
STARTEC GLOBAL: Receives Delisting Notice from Nasdaq
STORE OF KNOWLEDGE: Taps Ozer & Hilco To Manage 70 Store Sales

TRANSTECHNOLOGY: Senior Lenders Agree To Waive Covenant Defaults
VENCOR: US Trustee Balks at Reimbursing Indenture Trustee Fees
W.R. GRACE: Honoring Prepetition Employee Obligations
WORLDWIDE XCEED: Shares Subject To Delisting From Nasdaq Market

BOND PRICING: For the week of April 16-20, 2001

                            *********

ARMSTRONG HOLDINGS: Court Allows Trading Of Securities
------------------------------------------------------
Judge Farnan granted the Committee's Application, finding that
any Committee member acting in any capacity will not be
violating its fiduciary duties as a Committee member and,
accordingly, will not subject its claims to possible
disallowance, subordination, or other adverse treatment, to the
extent that any Committee member and its affiliates trade in
Armstrong Holdings, Inc.'s stock, notes, bonds, debentures, or
participates in any of the Debtors' debt obligations or other
claims not covered by the Bankruptcy Rules during the pendency
of these cases; however, Judge Farnan requires that each such
member establish, effectively implement, and strictly adhere to
policies and procedures, such as a Chinese Wall, to prevent the
member's trading personnel from the misuse of non-public
information obtained through the performance by such member's
designated personnel of the Committee-related activities, and to
prevent such personnel from receiving information regarding the
member's trading in securities in advance of such sales.
(Armstrong Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BRIDGE INFORMATION: Reuters Confirms Bid For Certain Assets
-----------------------------------------------------------
Reuters, the global information, news and technology group, has
submitted a bid to acquire certain assets of Bridge Information
Systems Inc. Bridge and certain of its affiliates filed a
voluntary petition for reorganization under Chapter 11 of the
United States' Bankruptcy Code with this court earlier this
year.

Reuters bid focuses on Bridge's core US institutional securities
businesses. These include Bridge Information Systems in North
America; the EJV bond data and analytics business; the Bridge
Trading Company brokerage business; the Bridge Trading
Technologies and Transaction Services businesses; the eBridge
Internet business; and an option on Bridge's interest in Savvis
Communications.

The current bid excludes a number of Bridge's businesses
including the ADP and Telerate businesses; Bridge Information
Systems outside of North America; BridgeNews; the Bridge
Commodity business; and Bridge's interest in BridgeDFS.

In accordance with the Bankruptcy Court's order, a final auction
is to take place on April 16, 2001 with the final offer selected
by Bridge to be submitted to the Bankruptcy Court for approval
at a hearing scheduled for April 19, 2001, all subject to
extension or modification by Bridge or the Bankruptcy Court.
During this time Bridge, Reuters and the other bidders may
engage in discussions with one another, which may result in
revised bids or other modifications. Specific proposed terms are
not permitted to be disclosed due to confidentiality
restrictions required by the Bankruptcy Court.


CALYPTE BIOMEDICAL: Seeks More Funds To Sustain Operations
----------------------------------------------------------
Calypte Biomedical Corporation (Nasdaq: CALY) announced that its
preliminary first quarter revenues for the three months ended
March 31, 2001 had exceeded its previous best quarter. At the
same time, the Company stated that it does not believe that its
currently-available financing will be adequate to sustain
operations at current levels through the second quarter of 2001.
In addition, the Company is currently in discussions with the
staff of Nasdaq regarding the Company's failure to meet the net
tangible asset requirement for continued listing on the Nasdaq
SmallCap Market set forth in the Nasdaq Marketplace Rules.

Calypte's preliminary first quarter 2001 gross revenues
increased 27% to a record $1.4 million as compared to $1.1
million for the three months ended March 31, 2000. This amount
is unaudited and subject to possible change. Calypte expects to
announce its full first quarter results after close of market on
April 26, 2001. Calypte currently believes that its first
quarter 2001 loss will be similar to its fourth quarter 2000
loss.

At March 31, 2001, the Company's cash on-hand was $89,000.
During the first quarter of 2001, the Company's cash
expenditures exceeded its cash receipts by approximately $1
million. Due to the decline in the market price of its shares,
the Company's ability to draw down funds under its equity line
of financing has been severely limited and the Company no longer
believes that this line of financing will be sufficient to fill
its short-term financing requirements.

"We are encouraged by our record revenues in the first quarter
and we believe that performance validates our business and
marketing plans," said Nancy E. Katz, Calypte's president, CEO
and CFO. "However, due to the decline in the price of Calypte
shares, our ability to access needed operating capital through
our equity line has diminished substantially. We are looking at
steps that we can take to reshape our cost structure to preserve
operating capital, but we believe that the Company will require
a substantial additional capital infusion. We are also actively
searching for strategic opportunities including investment in
the Company, a merger or other comparable transaction, the sale
of certain of our assets or a financial restructuring to sustain
our operations. While some of these opportunities are promising,
we do not have any agreements in place."

There can be no assurance that additional capital will be
available to the Company on acceptable terms, or at all.

In addition, on March 8, Nasdaq notified the Company that it was
not in compliance with the Nasdaq SmallCap Market listing
requirements. Specifically, Nasdaq cited the Company's failure
to meet one of the three criteria relating to net assets, market
capitalization or net income. As of December 31, 2000, Calypte's
net tangible assets were ($1.56) million and that number has
declined further during the first quarter of 2001. Calypte has
submitted a plan for meeting the net tangible asset criteria to
Nasdaq and has been engaged in discussions with the staff
regarding the adequacy of its plan. Calypte expects the Nasdaq
staff to issue a determination with respect to the adequacy of
the plan within the next several weeks. Should the Nasdaq staff
determine that the Calypte plan is inadequate, Calypte would
have the right to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination. There
can be no assurance that the Staff will find the Company's plan
adequate. In that event, there also can be no assurance that the
Nasdaq Panel will grant the Company's request for continued
listing on the Nasdaq SmallCap Market. In such event, the
Company's shares would likely trade over the counter.

Additionally, the Company's continued ability to use its equity
line of financing facility is dependent upon its continued
listing on the Nasdaq SmallCap Market.

Calypte Biomedical Corporation (NASDAQ: CALY), headquartered in
Alameda, California, is a public healthcare company dedicated to
the development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in over 40
countries worldwide through international distributors and
strategic partners.


CAROLINA POTTERY: Taps Universal Capital To Handle Store Sales
--------------------------------------------------------------
Universal Capital Partners, LLC, a Minneapolis-based retail
consulting and liquidation firm, confirmed that it is managing
the liquidation sales for five Carolina Pottery outlets
including two stores in South Carolina, and one store each in
Kentucky, Tennessee and Georgia.

Carolina Pottery, headquartered in Smithfield, North Carolina,
is a specialty retailer of housewares, crafts and decorative
accessories. The Company currently operates seven retail
outlets. Carolina Pottery recently filed for voluntary
bankruptcy protection under Chapter 11 of Title 11 of the United
States Code to allow it the time to restructure its operations.

Mike Catain, UCP President and Chief Executive Officer, said,
"It's unfortunate when a quality retailer like Carolina Pottery,
with a long and successful history, has to close some of its
stores. We're pleased, however, to have submitted the winning
bid to assist them with these store closings. Our management
team, with years of merchandising experience, has strong
capabilities in valuing and liquidating inventory in a very
cost-effective manner. We have conducted going out of business
sales in the past for numerous specialty and home decor
retailers, including MJDesigns and Wangs International."

Shoppers can expect tremendous discounts on a broad array of
home fashion items, including:

     -- A huge assortment of silk and dried floral merchandise;
     --  Home decor including furniture, lamps, area rugs and
         other decorative accessories;

     --  Kitchen gadgets, glassware, dinnerware and table linens;

     --  An endless supply of candles and potpourri;

     --  Seasonal items including Christmas greenery and
         accessories;

     --  Home and garden items;

     --  Baskets, framed art, picture frames and more!

                         STORE SALE DETAILS

Sales have already started at the stores to be closed and
include the following locations

STORE ADDRESS                  CITY                          ST
-------------                  ----                          --
3775 Avenue of the Carolinas   Fort Mill                     SC
1495 HWY 17 North              Mt. Pleasant                  SC
5238 Jewel Futch Rd.           Lake Park (Valdosta)          GA
354 Shadowtowne Rd.            Blountville                   TN
401 Outlet Center Dr.          Georgetown                    KY

Questions concerning the remaining locations in Smithfield, NC
and Macon, GA as well as corporate information should be
directed to Carolina Pottery's corporate office in Smithfield,
North Carolina at 919-934-1157.

Universal Capital Partners, LLC is a full-service, retail
consultant serving both retail management and asset-based
lenders. Headquartered in Minneapolis, Universal Capital employs
75 people and has offices in New York and Greensboro, N.C.
Universal Capital provides a variety of services including
strategic store analyses, inventory evaluation, real estate
restructuring, collateral monitoring and inventory liquidations.
The company also maintains a credit facility in excess of $100
million to assist lenders and businesses with their funding and
liquidity needs. Universal Capital has conducted liquidations in
hundreds of locations throughout the United States, representing
more than $400 million in retail inventory. The company's retail
client list includes Jay Jacobs, Just for Feet, Pacific Linen,
Sun Television and Appliances, MJDesigns, Three D Bed & Bath,
West Lumber, Strouds, Wang's International, Carolina Pottery and
LOT$OFF.


CENTRAL EUROPEAN: Shareholders' Meeting Is On May 18 in Bermuda
---------------------------------------------------------------
The Annual General Meeting of Shareholders of Central European
Media Enterprises Ltd., a Bermuda company, will be held at the
offices of Conyers Dill & Pearman, Richmond House, 12 Par-La-
Ville Road, Hamilton, Bermuda, on May 18, 2001 at 10:00 A.M.,
for the following purposes:

      (1) To elect six directors to serve until the next Annual
          General Meeting of Shareholders;

      (2) To receive and adopt the financial statements of the
          Company for the Company's fiscal year ended December
          31, 2000, together with the auditors' report thereon;
          and

      (3) To appoint Arthur Andersen as auditors for the Company
          and to authorize the directors to approve their fee.

The approval and adoption of each matter to be presented to the
shareholders is independent of the approval and adoption of each
other matter to be presented to the shareholders.

Only shareholders of record at the close of business on April
10, 2001 are entitled to notice of and to vote at the meeting.


CHECKERS: Richard Strong & Calm Waters Report 9.45% Equity Stake
----------------------------------------------------------------
Richard S. Strong and Calm Waters Partnership hold 9.45% of the
outstanding common stock of Checkers Drive-In Restaurants, Inc.
represented by the beneficial holding of 892,000 shares of
Checkers common stock. They each have shared voting and
dispositive powers over the stock held.

Calm Waters Partnership is a private investment fund owned by
Mr. Strong and family members.


COLORADO GREENHOUSE: Court Fixes June 4 Bar Date
------------------------------------------------
In the case of Colorado Greenhouse Holdings, Inc., the U. S.
Bankruptcy Court for the District of Colorado entered an order
providing that all creditors and equity security holders whose
claims or interests are not scheduled or are scheduled as
disputed, contingent or unliquidated shall file a proof of
claim on or before June 4, 2001.


COMPASS AEROSPACE: Says Will Not Make Interest Payment on Notes
---------------------------------------------------------------
Compass Aerospace Corporation, a supplier of precision-machined
parts and sub-assemblies, has announced that it filed its Form
10-K annual report on April 2, 2001 for the year ended December
31, 2000.

Compass will not make the interest payment of approximately $4.7
million due April 15, 2001 on Compass' outstanding Series B and
Series D notes. Failure to make the interest payment on the
notes by May 15, 2001 would be an event of default under the
indentures securing those notes. Additionally, Compass continues
not to be in compliance with the terms of its bank credit
agreement and is not able to borrow under that agreement. The
agent for Compass' lenders under the credit agreement has sent a
letter to Compass reserving its rights, but to date has not
sought to exercise any remedies under the credit agreement.


CONVERSION TECH: Files For Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Conversion Technologies International, Inc. (OTC Pink Sheets:
CVTL) and its two wholly owned subsidiaries, Dunkirk
International Glass and Ceramics Corp. and Advanced Particle
Technologies, Inc., are no longer able to continue business
operations. All three corporations have filed for chapter 7
bankruptcy. If you require further information, contact Robert
Altman, Esq. at (386) 325-4691.


CYBERCASH: Receives Two Competing Bids For Operating Assets
-----------------------------------------------------------
CyberCash, Inc. (OTC Bulletin Board: CYCHQ), a leading provider
of electronic payment technologies and services, announced the
results of the court sanctioned auction of CyberCash's operating
assets as part of CyberCash's reorganization under Chapter 11.

At the auction, the company received two competing, high bids
just over $20 million. The company is currently considering the
bids and working out certain details in order to determine the
most favorable bid. The identity of the two bidders is not being
announced pending resolution of the auction. The winning bid,
once determined, is subject to approval by CyberCash, Inc.'s
Board of Directors and the bankruptcy court, both of which are
expected by April 17, 2001. Closing is expected to occur shortly
thereafter.

Excluded from the transaction are CyberCash's financial assets,
including CyberCash's interest in CyberCash K.K., its Japanese
payment processing joint venture with SoftBank, as well as
CyberCash's investments in Commission Junction, Xcom and
Outbounder, Inc. (formerly UUCom). CyberCash intends to sell
these financial assets through subsequent auctions in the next
60 days.

                    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 terminated its previously announced merger with
Network 1 Financial Corporation and commenced the sale of its
operations in Chapter 11. For more information, visit
http://www.cybercash.com.


DIGITAL INFORMATION: Files Chapter 11 Petition in N.D. Texas
------------------------------------------------------------
Digital Information & Virtual Access, Inc., a Nevada corporation
(Pink Sheets: DVTL) and its wholly-owned subsidiaries, Money
Business, Inc., a Texas corporation, and Talk Productions
Network, Inc., a Texas corporation, filed voluntary petitions
with the United States Bankruptcy Court for the Northern
District of Texas. The Companies seek to reorganize their
respective capital structures under Chapter 11 of Title 11 of
the United States Code, 11 U.S.C. Sections 101 et seq.

The management of the Companies intends to create a plan of
reorganization and to file the plan with the Bankruptcy Court as
soon as possible. During this period, the Companies will conduct
business as usual. Each of the Companies plans to pay all
obligations incurred during the Chapter 11 period out of current
operations.

The Companies have retained the Dallas law firm of Campbell &
Cobbe, P.C. as its Chapter 11 counsel.

The Company is a cross-media company that specializes in
consumer shopping information through its Shop magazine, radio
show, interactive website and shopping guide books. Talk
Productions, Inc. is a Dallas-based radio production company,
which produces the radio properties of its parent company, DIVA.
Money Business, Inc. serves as the operating entity of DIVA.


FASTCOMM: Cash Burn Continues Due To Weak Sales & Collection
------------------------------------------------------------
Fastcomm Communications Corporation, for the fiscal quarter
ended January 27, 2001 reported revenue of $1,842,651 with a net
loss of $(3,341,853). In the same period ended January 29, 2000
revenues were reported of $1,175,418 with a net loss of
$(1,437,826). For the three fiscal quarters ended January 27,
2001 revenues were $9,691,259 with net losses of $(6,684,150).
For comparison, the same three fiscal quarter period ended
January 29, 2000 showed revenues of $4,491,526 and net losses of
$(3,468,076).

On March 31, 2000, the Company acquired substantially all of the
assets and assumed certain liabilities of Cronus Technology,
Inc. for approximately $9,600,000, plus the assumption of
liabilities of approximately $6,700,000 subject to adjustment as
set forth in the agreement. The acquisition was accounted for as
a purchase and, accordingly, the acquired assets and liabilities
were recorded at their estimated fair market values at the date
of acquisition. The Company recorded goodwill of approximately
$12,000,000 related to this transaction.

The results of operations for the current fiscal quarter
includes post-acquisition revenue and expenses generated by
Cronus. The results of operations for the quarter and three
fiscal quarters ended January 29, 2000 do not include such
revenue and expense items. To facilitate comparability, the
analysis of revenue and expense items includes information
presented on a proforma basis assuming the inclusion of Cronus
revenues and expenses as if the acquisition occurred on May 1,
1999.

The Company continues to experience severe cash flow problems
resulting from reduced sales and slow collections. In order to
address this issue, the Company has taken or is planning to take
the following actions, among others: (a) refinanced its senior
debt with a new senior lender; (b) commenced accelerated
collection efforts; (c) repriced existing options and warrants;
(d) engaged an investment firm to provide the Company with
strategies for addressing cash-flow and shareholder value
issues; and (e) reduced overheads. In addition to the foregoing,
the Company is considering either selling or recapitalizing
certain portions of its business or licensing certain of its
technologies.

The Company's ability to make future capital expenditures and
fund the development and launch of new products, are dependent
on existing cash and demands on cash to support inventory for
the Company's products and the Company's return to
profitability. The timing and amount of the Company's
future capital requirements can not be accurately predicted, nor
can there be any assurance that debt or equity financing, if
required, can be obtained on acceptable terms. There can be no
assurance that the company will have cash available in the
amounts and at the times needed.

There can be no assurance that the required increased sales and
improved operating efficiencies necessary to return to
profitability will materialize, or if they do, the Company will
be able to raise sufficient funding to finance its working
capital needs.

On February 6, 2001, the Company entered into an accounts
receivable financing agreement with Alliance Financial Capital,
Inc. that replaced the revolving line of credit and term loan
agreement with LaSalle National Bank. All debt associated with
the LaSalle agreement was satisfied. Under the accounts
receivable financing agreement, the Company can borrow up to the
lesser of $3,000,000 or 85% of eligible accounts receivable, as
defined in the agreement. The accounts receivable financing
agreement bears interest at prime rate plus 1.0% plus an
additional 1.5% per invoice funded. The term of this agreement
is for twelve months with a minimum average daily account
balance of $750,000.

The Company used $4,496,000 in cash from operations during the
nine months ended January 27, 2001. This compares unfavorably to
$2,676,000 in cash used in operations during the corresponding
period of the previous fiscal year. This $1,820,000 increase is
primarily attributable to an increase in the net loss for the
period, increases in inventory balances offset by pay-downs of
current liabilities and increased non-cash expenditures,
primarily goodwill amortization.


FINANTRA CAPITAL: Engages Aspen Capital as Financial Advisors
-------------------------------------------------------------
Finantra Capital, Inc. (Nasdaq:FANT) has engaged Aspen Capital
Partners, LLC to render consulting advice relating to mergers,
acquisitions and related transactions. The Company said Aspen
will help them evaluate various options regarding its subsidiary
companies, restructuring and refinancing issues.

The Company said Aspen is an experienced firm that has a clear
understanding of Finantra's current situation and the various
challenges it faces. Finantra indicated they have confidence
Aspen will provide the Company with a viable strategic plan and
access to the capital required to execute its short-and long-
term business plan.

The Company has been notified by NASDAQ that due to its
delinquency in the filing of the Form 10-KSB for the fiscal year
ended 12/31/00, that its trading symbol has been changed from
FANT to FANTE (Nasdaq:FANTE) and FANTW to FANWE. This
delinquency will be considered by the NASDAQ listing
qualifications panel at the Company's hearing scheduled for
Friday, May 11, 2001. The Company said that its plan will
include a reverse stock split to meet NASDAQ stock price
requirements following the filing of its quarterly financial
information. Finantra said that the less than $1.00 stock price
and the delinquent filing of its Form 10-KSB are technical
issues that jeopardize its NASDAQ SmallCap status. There can be
no assurance that the submitted plan will be accepted by the
panel for continued listing.

The Company said it has not yet finalized a new credit facility
for its consumer finance unit, Travelers Investment Corporation,
to replace the Finova Capital facility which has expired.

Finantra also said that its $3.65 million loan with BHC Interim
Funding LP, which provided some of the funding to acquire
Travelers, has lapsed. The Company said its inability to secure
a credit facility has hindered efforts to rebuild its portfolio
and generate the revenues required to repay the BHC loan. While
the loan is technically in default, the company said it is
currently negotiating with BHC to explore various options for
repayment and other issues.

                      About Finantra

Finantra Capital, Inc. is a consumer finance company
specializing in mortgage lending and servicing, delivered
through traditional and online processing systems and consumer
finance, billing and collection services offered through its
Travelers Investment Corporation subsidiary. The consumer
finance group is involved in mortgage banking and other types of
retail specialty financing. The company's leading consumer
finance subsidiary, Travelers Investment Corporation, recently
completed a $27 million asset securitization with Dain Rauscher
acting as the company's investment banker. The majority of the
bonds received an A2 investment grade rating and were placed
institutionally.


FINE AIR: Seeks More Time To Decide On Real Property Leases
-----------------------------------------------------------
Fine Air Services Corp., et al. seeks additional time within
which to assume or reject all of its unexpired leases of
nonresidential real property for an additional 60 days --- from
March 26, 2001 through and including May 25, 2001. The decision
whether to assume or reject the leases is more properly
made in connection with the debtor's overall reorganization
plan. Therefore, the debtors are considering each lease, and
need the time to review and consider each of the leases.


FRUIT OF THE LOOM: Proposes Liquidation Plan For NWI Land
---------------------------------------------------------
As close as possible to the Effective Date of their Joint Plan
of Reorganization, Fruit of the Loom, Ltd. proposed that a
liquidation agent will proceed with the liquidation of NWI Land
Management. For voting purposes, each NWI claim will be placed
in a subclass into which it would have been placed had it been
asserted as a claim against the consolidated estate. The claims
of the prepetition secured creditors are secured by liens on all
the assets of both NWI and Fruit of the Loom.

The liquidation agent will be empowered to:

      (a) effect all actions necessary to complete the plan,

      (b) make necessary distributions,

      (c) establish and administer any disputed reserves with
          respect to claims,

      (d) employ professionals to represent it in its
          responsibilities.

The amount of any fees and expenses incurred by the liquidation
agent and any compensation shall be paid first out of the
proceeds of the NWI liquidation. The reorganized Fruit of the
Loom will pay any remaining reimbursements. The liquidation
agent will make quarterly reports to Debtor and the Court. All
equity interests in NWI will be canceled and extinguished.
(Fruit of the Loom Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GE CAPITAL: Fitch Junks Ratings On Home Equity Loan Certificates
----------------------------------------------------------------
Fitch lowered the ratings of the following GE Capital Mortgage
Services Inc. (GECMSI) home equity loan pass-through
certificates:

      -- Series 1996-HE4 class B1 from `BB' to `CCC';
      -- Series 1997-HE1 class B1 from `BB' to `CCC';
      -- Series 1997-HE2 class B1 from `A' to `BBB-`, Remains on
         Rating Watch Negative;
      -- Series 1997-HE2 class B2 from `B' to `CCC';
      -- Series 1997-HE4 class B3 from `BB' to `CCC';
      -- Series 1997-HE4 class B4 from `CCC' to `D'.

In addition, the following certificates are placed on Rating
Watch Negative:

      -- Series 1996-HE4 class M rated `AA';
      -- Series 1997-HE1 class M rated `AA';
      -- Series 1997-HE3 class B2 rated `BBB';
      -- Series 1997-HE4 class B2 rated `BBB';
      -- Series 1999-HE1 classes B3 rated `BB' and B4 rated `B';
      -- Series 1999-HE3 class B4 rated `B'.

Fitch's rating actions reflect the likelihood of loss to the
referenced classes, given the performance to date and the
outstanding 90+ day delinquent loans, including loans in
foreclosure and REO.

As of the March 25, 2001 distribution:

      -- Series 1996-HE4 remittance information indicates that
         approximately 8.08% of the pool is over 90 days
         delinquent, and cumulative losses are $4,568,831 or
         2.08% of the initial pool. Classes M and B1 have 7.68%
         and 1.89% of credit support remaining respectively.

      -- Series 1997-HE1 remittance information indicates that
         approximately 8.37% of the pool is over 90 days
         delinquent, and cumulative losses are $3,475,886 or
         1.76% of the initial pool. Classes M and B1 have 7.68%
         and 2.52% of credit support remaining respectively.

      -- Series 1997-HE2 remittance information indicates that
         approximately 8.36% of the pool is over 90 days
         delinquent, and cumulative losses are $4,258,536 or
         1.74% of the initial pool. Classes B1 and B2 have 3.58%
         and 1.59% of credit support remaining respectively.

      -- Series 1997-HE3 remittance information indicates that
         approximately 7.61% of the pool is over 90 days
         delinquent, and cumulative losses are $1,957,665 or
         0.83% of the initial pool. Class B2 has 3.84% of credit
         support remaining.

      -- Series 1997-HE4 remittance information indicates that
         approximately 6.09% of the pool is over 90 days
         delinquent, and cumulative losses are $1,296,892 or
         0.72% of the initial pool. Classes B2, B3 and B4 have
         3.46%, 1.42% and 0% of credit support remaining
         respectively.

      -- Series 1999-HE1 remittance information indicates that
         approximately 6.84% of the pool is over 90 days
         delinquent, and cumulative losses are $2,703,156 or
         0.53% of the initial pool. Classes B3 and B4 have 2.63%
         and 1.60% of credit support remaining respectively.

      -- Series 1999-HE3 remittance information indicates that
         approximately 5.47% of the pool is over 90 days
         delinquent, and cumulative losses are $1,058,081 or
         0.24% of the initial pool. Class B4 has 2.43% of credit
         support remaining.

Fitch will continue to closely monitor the performance of these
transactions.


GENESIS HEALTH: $300,000 De Minimis Asset Sale Protocol Okayed
--------------------------------------------------------------
In order to sell certain of their relatively small assets
outside of the ordinary course of business in the most cost-
effective manner, Genesis Health Ventures, Inc. sought and
obtained the Court's authority to sell real property, personal
property, and intangible assets including, without limitation,
furniture, fixtures, equipment, inventory, contract rights, and
vehicles for a purchase price of $300,000 or less from time to
time without the need to file a motion with the Court for
approval under section 363 of the Bankruptcy Code.

The Debtors explained that prior to the filing of their chapter
11 cases, in the ordinary course of their businesses, they
analyzed and evaluated the usefulness of all of their real
property, personal property, and intangible assets, and would
dispose of those assets that were not beneficial to the Debtors'
businesses. Such assets include, without limitation, furniture,
fixtures, equipment, inventory, contract rights, and vehicles.
Subsequent to the Commencement Date, however, because the
Debtors are not in the business of selling such assets, they
believe that Court approval for the sale of such assets,
pursuant to section 363(b) of the Bankruptcy Code, may be
necessary.

In lieu of a notice of motion and a hearing for the sale of
Assets pursuant to section 363 of the Bankruptcy Code, the
Debtors will sell the Assets in accordance with the Court-
approved Sale Procedures:

      (1) The Debtors will give notice of each proposed sale of
Assets to

          (a) the U.S. Trustee,
          (b) attorneys for the Committee,
          (c) attorneys for the Debtors' prepetition senior
              lenders and postpetition lenders,
          (d) the purchaser of the Asset(s),
          (e) all parties known to the Debtors who have expressed
              an interest in purchasing the Asset(s),
          (f) the holder of any lien, claim, or encumbrance
              relating to the Asset(s) proposed to be sold,
          (g) any applicable taxing authority, and
          (h) all other parties identified in the General Service
              List

      (2) The Debtors will have the right to make nonmaterial
amendments to the terms of the sale set forth in the Notice
without serving an amended Notice on the Notice Parties.

      (3) The Notice Parties shall have 5 business days after the
Notice is served to

          (a) object to the proposed transaction,
          (b) request additional time to evaluate the proposed
              transaction, or
          (c) submit a higher and better offer (the Competing
              Offer) for the Asset(s) proposed to be sold.

      (4) All objections, requests for extensions of time, and
Competing Offers should be in writing, delivered to:

          -- Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
             York, New York 10153, Attn: Gary T. Holtzer, Esq.
             and
          -- Richards, Layton & Finger, P.A., One Rodney Square,
             P.O. Box 551, Wilmington, Delaware 19899, Attn: Mark
             D. Collins, Esq., the Debtors' counsel, so as to be
             actually received by WG&M and RL&F by 5:00 p.m. 5
             business days after the Notice is served.

      (5) Competing Offers must also be delivered to Genesis
Health Ventures, Inc., 101 East State Street, Kennett Square,
Pennsylvania 19348, Attn: Michael Sherman, Esq.

      (6) If a Notice Party provides a written request to WG&M
and RL&F for additional time to evaluate the proposed
transaction, only such Notice Party shall have an additional 15
days to object to the proposed transaction or to submit a
Competing Offer.

      (7) The minimum initial Competing Offer with respect to
each Asset must increase the proposed purchase price of such
Asset by at least 10% higher than the previous bid.

      (8) In the event a Competing Offer, which has been accepted
by the Debtors as the highest and best offer exceeds $300,000
(exclusive of inventory sold at or above cost), the Debtors will
file a motion with the Court seeking Court approval of the sale
of such Assets, pursuant to section 363 of the Bankruptcy Code.

      (9) The Debtors and an objecting party will use good faith
efforts to consensually resolve the objection, and if they are
unable to achieve a consensual resolution, the Debtors will not
proceed with the proposed transaction but may seek Court
approval of the proposed transaction upon notice and a hearing.

     (10) The Debtors may seek Court approval at any time of any
proposed transaction upon notice and a hearing.

The Multicare Companies, Inc. have also filed a motion
requesting for approval of Asset Sale Procedures. In the
Multicare cases, a hearing has been set for April 24, 2001 and
the Objection Deadline is April 11, 2001. (Genesis/Multicare
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HARNISCHFEGER: Beloit Junks Coinpasa License Agreement
------------------------------------------------------
Beloit Corporation told the Court that Compania International de
Plantas Papeleras, S.A. (Coinpasa) has been in default of its
obligations to pay Beloit a royalty of 5% of the net sales price
of products licensed under a License Agreement whereby Beloit is
the licensor Beloit and Coinpasa is the licensee.

The patents and technology that are the subject matter of the
Coinpasa Agreement were transferred to one or more buyers
pursuant to sale orders entered in the Debtors' cases after
Coinpasa had notice and the opportunity to object.

Beloit has determined that continuance of the contractual
relationship between Beloit and Coinpasa provides no benefit to
the estate of Beloit but could needlessly saddle the estate of
Beloit with administrative liabilities under section 365(d)(1)
of the Bankruptcy Code.

Beloit has exercised its rights under the Coinpasa Agreement to
terminate the Agreement by sending a termination letter to
Coinpasa on February 8, 2001 citing two grounds for termination:
(a) Beloit's bankruptcy; and (b) Coinpasa's material default of
its obligations under the Agreement. Termination upon the former
ground is immediate; termination on the latter ground becomes
effective upon the expiration of a three-month notice and
cure period.

If Coinpasa does not contest and the Coinpasa Agreement is
terminated, the Agreement will no longer be executory and Beloit
will no longer be required to reject it. To the extent Coinpasa
succeeds in contesting termination, Beloit sought to reject the
Agreement effective as of the date of the order granting the
relief.

Beloit requested that the Court authorize:

      (1) the rejection of the Coinpasa Agreement

          (a) to the extent it has not previously been
              terminated;
          (b) except as otherwise assumed pursuant to the Order
              under 11 U.S.C. sections 105, 363, 365, and 1146(c)

      (2) sale of certain of Debtors' assets to RCI free and
          clear of all liens, claims, interests and encumbrances;
          and

      (3) assumption and assignment of certain leases and
          executory contracts, which was entered by the Court in
          the RCI Order. (Harnischfeger Bankruptcy News, Issue
          No. 40; Bankruptcy Creditors' Service, Inc., 609/392-
          0900)


HEDSTROM HOLDINGS: Disclosure Statement Hearing Set For April 25
----------------------------------------------------------------
A hearing to consider approval of the Disclosure Statement of
Hedstrom Holdings Inc., et al. will be held before the Honorable
Peter J. Walsh, US Bankruptcy Court, Wilmington, on April 25,
2001 at 11:30 AM.

The debtors are represented by Weil, Gotshal & Manges LLP and
Richards, Layton & Finger PA.


ICG: Velcor Moves To Foreclose Mechanic's Lien In Kern County CA
----------------------------------------------------------------
R. Karl Hill of the Wilmington firm of Seitz, Van Ogtrop &
Green, and each of Mary E. Olden, Mark Gorton, and Todd M.
Bailey of the Sacramento California firm of McDonouogh Holland &
Allen, asked that Vellutini Corporation, dba Velcor, be
permitted to bring a proceeding to foreclose its mechanic's lien
in Kern County, California, recorded in December 2000. This
arose from an agreement between ICG Telecom Group, Inc., ICG
Communications, Inc., and Velcor by which Velcor was to provide
construction labor and materials to improve ICG's fiber optic
network by forming a loop around the central portion of the City
of Fresno, California. This project consisted of three phases
identified as the Blackstone phase, the Golden State phase, and
the Shaw phase.

The original contract price for the three phases was $830,150
for Blackstone, $783,145 for Golden State, and $1,383,529 for
Shaw. Change orders in the amount of $258,735 brought the total
price for the Golden State phase to $1,041,880, with a total for
all three phases of $3,255,559. Velcor stated that the ICG
Communications, Inc. Debtors remain obligated to pay it
$1,093,955.50 for the construction labor and materials Velcor
supplied before the Debtors instructed Velcor to discontinue
work on the project (which remains unfinished).

Velcor has perfected a mechanic's lien under California law, and
now seeks termination of the stay to enforce the rights granted
it under that lien. Such an action must be brought within 90
days of the recordation of the lien. Since California law
provides that commencing an action to foreclose a mechanic's
lien is not a step in perfection, which is automatically
excepted from the bankruptcy stay, but is instead an act of
enforcement for which relief from the stay must be obtained,
Velcor, to assure preservation of its lien rights, must obtain
relief from the stay to file its lien foreclosure action. As
Velcor must bring its action or lose its lien, its interests in
the Debtors' property is not adequately protected. Under the
balance of hardships, Velcor may suffer irreparable hardship if
the stay is not lifted as it must commence its action in state
court or risk loss of the lien. Velcor told the Bankruptcy Judge
there is no colorable dispute as to the validity of its lien.
The Debtors have requested that Velcor perform more work on the
project postpetition, which raises an inference that Velcor's
lien may be perfected postpetition. Even if the Debtors were to
dispute the lien, it would of necessity be an issue which would
be litigated either in the bankruptcy court or in a lien
foreclosure action in California. The difference in forums
imposes no hardship on the Debtors, particularly as the Debtors
have Los Angeles counsel, but does impose a serious hardship on
Velcor. Further, the validity of the lien implicates only issues
of California law, with no requirement of the Bankruptcy Court's
special expertise. The only witnesses would be located in
California. Relief from the stay to permit Velcor to initiate an
action in California is thus appropriate. (ICG Communications
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


IMPERIAL SUGAR: Plan Confirmation Hearing Scheduled On May 2
------------------------------------------------------------
By Order, Judge Robinson has set May 2, 2001, as the date to
consider whether Imperial Sugar Company's Plan, as it may be
amended from time to time, should be confirmed. This date is
subject to the Court's approval of the adequacy of the
information in the Debtors' Disclosure Statement. (Imperial
Sugar Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INSCI-STATEMENTS.COM: Nasdaq Eyes Delisting Shares From Trading
---------------------------------------------------------------
insci-statements.com, Corp. (Nasdaq:INSI), now doing business as
INSCI, received notices of Nasdaq Staff Determinations on April
5, 2001 and April 9, 2001, indicating that the Company failed to
comply with the net tangible assets and minimum bid price
requirements for continued listing, and is subject to delisting
from The Nasdaq SmallCap Market.

The Company is appealing and has filed a request for a hearing
with the Nasdaq Listing Qualifications Panel to review the Staff
Determinations. There can be no assurance that the Company's
actions will prevent delisting of its common stock. The Company
will not be notified until the Panel makes a formal decision.

Until then, the Company's shares will continue to be traded on
The Nasdaq SmallCap Market. In the event the shares are delisted
from The Nasdaq SmallCap Market, it will attempt to have its
common stock traded on the NASD OTC Bulletin Board.

                        About INSCI:

insci-statements.com, Corp., doing business as INSCI, is a
leading-provider of highly scalable digital document repository
solutions that provide high-volume document capture, storage and
delivery functions via Local and Wide Area Networks or the
Internet.

Its award-winning products bridge back-office with front-office
mission critical and customer-centric applications by web-
enabling legacy-generated reports, bills, statements and other
documents. The Company has strategic partnerships and
relationships with such companies as Bell & Howell, Xerox, Moore
and Unisys. For more information about INSCI, visit
www.insci.com.


INTEGRATED HEALTH: Allows 18 More To File Tardy Proofs Of Claim
---------------------------------------------------------------
Integrated Health Services, Inc. has agreed to grant 18 more
claimants permission to file proofs of claim after the bar date:

      * Kenneth N. Phillips, as personal representative of the
        estates of Ruth Avis Phillips and Arthur Phillips;

      * Romillus Hendrix and Rebecca Hendrix;

      * Carol C. Northwood and Donald Northwood

      * Kathleen R. Lisko, as personal representative of the
        estate of Mary Reilly;

      * Betty Stieve;

      * Sylvia N. Greenberg;

      * Judith Knight;

      * Linda J. Gardiner, as personal representative for the
        Estate of Irene Lucy;

      * Kenneth J. Bachman;

      * Personal Injury Creditor (re: Gail Palmer, individually
        and as Administrator of the Estate of Geoffrey Miles
        Palmer, and Mary Palmer, Grant Palmer and Donna Palmer);

      * Janice Fling, Executor De Son Tort of the Estate of
        Marguerite Dorothy Geary;

      * Susan Johnson as next of kin of Norma Johnson;

      * Romunda Fulton, as next of kin of Mary Fulton;

      * Rebecca Davis as next of kin of Edward Allen Hoplight;

      * Joseph Mandina by and through Francis Mandina his
        Attorney-In-Fact;

      * Queen Jameison;

      * Marie Cocuzza as personal representative of the Estate of
        Roy Cocuzza;

      * Johanna Dotson on behalf of Hubert Dotson;

      * Victoria Dziubic;

      * Martha Ray, individually and on behalf of the Estate of
        Ernest Jackson William

Subject to the reservation of rights to object to such proofs of
claim on bases other than timeliness, the Debtors agreed that
these proofs of claim will be deemed timely if they are filed
within 30 days of the date of entry of separately-negotiated
Stipulated and Agreed Order.  (Integrated Health Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


KOZMO.COM INC.: Shuts Down Web Site & Ceases Operations
-------------------------------------------------------
Online delivery service Kozmo.com Inc. has shut down its web
site and will cease operations in all of its markets
immediately, according to the Associated Press. Stephanie Cohen
Glass, Kozmo's director of communications, said all 1,100 Kozmo
workers would be told of the decision. "We've contacted a
liquidator who will be liquidating the company's property," she
said. "We will be paying our creditors. This is not a
bankruptcy."

The New York-based Kozmo was launched in 1998 on the premise of
delivering goods ordered over the Internet, including flowers,
groceries and other items. Earlier this year, Kozmo said it was
gearing up for a more conventional approach, including a print
catalog, to sell its products. Kozmo operated in Atlanta,
Boston, Chicago, Los Angeles, New York, Portland, San Francisco,
Seattle, and Washington, D.C. (ABI World, April 12, 2001)


LEINER HEALTH: Obtains Further Waiver Extension From Lenders
------------------------------------------------------------
Leiner Health Products Inc. has reached an agreement in
principle with its lenders to extend its previously announced
waiver letter from April 12 to June 15, 2001. The Company said
that this latest extension will allow it to complete its Fiscal
Year 2002 business plan. It is anticipated that the waiver
extension will be executed on Monday, April 16, 2001.

Robert Kaminski, Chief Executive Officer, said, "We are
gratified by the ongoing support we have received from our
lenders. Leiner has made substantial progress in the
reengineering of its operations. Management believes the
previously announced plant closures are addressing the excess
capacity issues that negatively impacted the prior year's
financial results. The management team continues to identify
further opportunities to improve operational performance and
restore historical levels of profitability. Additionally, the
headcount reductions and non-payroll cost savings in the SG&A
area resulting from the Company's reengineering effort are
contributing to improving results. Our business plan is taking
shape, and we appreciate this further show of confidence from
our banking partners."

Kaminski added, "The Company would like to acknowledge the
continued support of its loyal customer and supplier partners
during this period of reengineering. We are fully committed to
the creation of enterprise value through our commercial
operations as we work with our lenders to develop the company's
plans going forward."

As previously announced, Leiner received a waiver extension
letter from its lenders through April 12, 2001. Leiner entered
into the original waiver letter with its lenders on February 14,
2001 under which the lenders agreed to waive events of default
under its amended credit agreement for a limited time period.
The original waiver was a result of the Company reporting that
as of December 31, 2000, the Company was not in compliance with
certain financial covenants of the amended credit agreement that
require, among other things, the Company to comply with certain
financial ratios and tests. The Company has not missed a
scheduled interest payment and expects to meet all of its
payment obligations on a current basis. The Company underscored
that it believes that cash flow from operating activities,
combined with its current cash availability, will be sufficient
to fund the Company's currently anticipated working capital
requirements.

Leiner Health Products Inc., headquartered in Carson,
California, is one of America's leading vitamin, mineral,
nutritional supplement and OTC pharmaceutical manufacturers. The
Company markets more than 500 products under several brand
names, including Natures OriginTM, YourLife(R) and Pharmacist
Formula(R). For more information about Leiner Health Products,
visit www.leiner.com.


LOEWEN GROUP: Resolves Contract Disputes With the Craciuns
----------------------------------------------------------
Debtor Loewen Group International, Inc., entered into Non
Competition Agreements and Management Agreements each with
Joseph Creciun and James Craciun on March 8, 1995.

Prior to the Petition Date, Craciun Funeral Home, Inc. assumed
the obligations under the Noncompetition Agreements and the
Management Agreement pursuant to an Assignment and Assumption
Agreement dated March 8, 1995. LGII has guaranteed Craciun
Funeral Home's obligations under the Noncompetition Agreements
and the Management Agreements.

The Joseph Craciun Management Agreement provides that in
consideration for the performance of his duties as manager,
Joseph Craciun is to receive an annual salary of $65,000 subject
to annual reviews, four weeks of paid vacation per year and
participation in employee benefits programs for which he is
eligible. Under the terms of the James Craciun Management
Agreement, James Craciun agreed to serve as a manager of the
Funeral Homes in consideration for which he is to receive a
compensation package of an annual salary of $65,000 subject to
annual reviews, four weeks of paid vacation per year and
participation in employee benefits programs for which he is
eligible.

Under the Noncompetition Agreements, the Debtors are obligated
to pay Joseph Craciun $40,000 per year and James Craciun $40,000
per year.

                The Agreement and Stipulation

The Craciuns agreed not to object to the rejection of the
Noncompetition Agreements on the terms set forth in a
Stipulation and Agreed Order which provides that:

      (1) The applicable Debtors may reject each of the
Noncompetition Agreements, pursuant to section 355 of the
Bankruptcy Code, effective as of September 8, 2000.

      (2) Each of the Noncompetition Agreements and the
Management Agreements is a separate, freestanding executory
contract that is not integrated with any other agreement.

      (3) Craciun Funeral Home and LGII will assume each of the
Management Agreements, pursuant to section 365 of the Bankruptcy
Code, effective as of the date of entry of the Stipulation and
Order.

      (4) On account of any unpaid amounts under the Joseph
Craciun Noncompetition Agreement or the rejection of it, Joseph
Craciun shall have:

          (a) an allowed general unsecured nonpriority claim in
              the chapter 11 case of Craciun Funeral Home in the
              amount of $147,561,S5;  and

          (b) an allowed general unsecured nonpriority claim in
              the chapter 11 case of LGII in the amount of
              $l47,561.85 provided, however, that Joseph Craciun
              will not receive on account of the Joseph Craciun
              Rejection Claims distributions under any plan or
              plans of reorganization confirmed in the Debtors'
              chapter 11 cases that have aggregate value greater
              than $147,561.85.

      (5) On account of any unpaid amounts under the James
Craciun Noncompetition Agreement or the rejection of the James
Craciun Noncompetition Agreement, James Craciun will have: (a)
an allowed general unsecured nonpriority claim in the chapter 11
case of Craciun Funeral Home in the amount of $147,561.85; and
(b) an allowed general unsecured nonpriority claim in the
chapter 11 case of LGII in the amount of $147,561.85 provided,
however, that James Craciun will not receive on account of the
James Craciun Rejection Claims distributions under any plan or
plans of reorganization confirmed in the Debtors' chapter 11
cases that have aggregate value greater than $147,561.85.
(Loewen Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LTV CORPORATION: Proposes Key Employee Retention Program
--------------------------------------------------------
Having won Judge Bodoh's approval of their financing package
which includes a set-aside for funding a retention program, The
LTV Corporation loses no time in presenting a Motion seeking
Judge Bodoh's authority to initiate and implement a key employee
retention program. David G. Heiman, Richard M. Cieri, and
Michelle M. Morgan of Jones, Day, Reavis & Pogue of Cleveland,
together with Jeffrey B. Ellman of Jones Day in Columbus, asked
Judge Bodoh to approve a key employee retention program.

            The Rationale for the Retention Program

The Debtors told Judge Bodoh that one of the keys to their
successful restructuring is their employees -- the individuals
who are intimately familiar with the Debtors' businesses and
industries and who have the experience and knowledge necessary
to revitalize the Debtors' performance and profitability. The
Debtors' employees are indispensable to the Debtors' respective
business operations and contribute specialized knowledge and
skill in their respective areas of responsibility. The Debtors
believe that retaining their key employees, including, in
particular, the core members of their current management team
and other key employees, is critical to their reorganization
efforts.

The Debtors pointed out that their current circumstances leave
them extremely vulnerable to the loss of their key employees.
The immediate need to implement the proposed employee retention
measures is evidenced by the significant loss of key employees
already suffered by the Debtors. The Debtors' current attrition
rate is running at three times their normal rate. The Debtors
told Judge Bodoh that, absent approval of this Motion, these
already unacceptable attrition rates will increase. The Debtors
simply cannot afford to continue to lose their valuable
employees at such high rates; not only will valuable experience
and expertise be lost, but it will be difficult and very costly
for the Debtors to attract qualified replacements. To that end,
the Debtors have worked with their professionals to develop a
key employee retention program that provides the incentives
necessary for the Debtors to retain their core management team
and other key employees, while adhering to the financial
constrains and obligations to creditors that the Debtors face in
Chapter 11. The proposed retention program is designed to
provide the Debtors' key employees with competitive financial
incentives to, among other things, remain employees of the
Debtors through at least the stages of these cases that are
critical to the development and confirmation of a plan or plans
of reorganization, to assume the additional administrative and
operational burdens imposed on the Debtors by these Chapter 11
cases, and to use their best efforts to improve the Debtors'
financial performance and facilitate their successful
reorganization.

In developing the retention program, the Debtors provided the
Committees' professionals with substantial information regarding
the terms of the retention program and the justifications for
its immediate implementation. The Debtors and their
professionals also participated in meetings with, and made
several of the Debtors' employees available to answer the
questions of, the Committees' professionals regarding the
retention program. As a result of these discussions, the Debtors
modified certain aspects of the retention program and are
seeking approval of the retention program with these
modifications.

In most large Chapter 11 cases, key employee retention programs
comparable to the retention program and severance payments are
approved by the courts and implemented by debtors. This is
particularly true where, as here, the debtor has worked with its
professionals and creditor constituencies to craft relief
tailored to meet its specific business needs and reorganization
goals. In light of the substantial value that the continued
loyalty and efforts of the Debtors' key employees will provide
to their reorganization, the Debtors believe that the
implementation o f the retention program and authority to make
certain severance payments will be not only beneficial to their
respective estates and creditors, but essential to maximizing
creditors' recoveries in these cases. Moreover, the Debtors
recognize the need to conserve resources in these Chapter 11
cases and thus have narrowly tailored the payments to be made
under the retention program to address their immediate employee
retention needs. The cost of the retention program is well
within the ranges incurred for similar programs by comparable
Chapter 11 debtors.

                Terms of the Retention Program

The Debtors advised Judge Bodoh they intend to prefund the
maximum amount of certain of their retention incentive payment
obligations under the program, consisting of potential retention
incentive payments under the LTV Retention Plan, the Copperweld
Retention Plan, the Bricker Agreement, and the Turner Agreement,
immediately upon the entry of an order approving this Motion.
These programs will substitute for any prepetition retention
benefits that otherwise would be applicable to any of the
Debtors' key employees under contract or otherwise. An eligible
employee's right to participate in the Retention Plan will be
contingent upon that employee's execution of a release and
waiver agreement in a form and substance acceptable to the
Debtors. Under this release, the employee will waive any rights
or entitlements with respect to retention-type benefits that he
or she may have at law or under prepetition employment or
retention agreements or company programs, and release and waive
any claims against the Debtors or their affiliates related to
those rights or entitlements as they may exist.

The Retention Program includes two separate components: (a) the
Retention Incentive Plan, designed to provide retention
incentives to key management employees; an (b) the Bricker
Agreement and the Turner Agreement, designed to provide
compensation and retention incentives to two of the Debtors' key
executives that are commensurate with the executives' increased
duties in connection with these Chapter 11 cases and their
anticipated contributions to the Debtors' reorganization
efforts.

                        The LTV Plan

The Retention Incentive Plan includes three separate retention
incentive plans; i.e., plans for (a) LTV and LTV Steel; (b)
Copperweld and certain of its affiliates; and (c) VP Buildings.

Under the LTV Retention Plan, LTV and LTV Steel will implement a
targeted program. Participation in this plan will be limited to
senior management, executives, and managers identified by the
Compensation and Organization Committee of the Board or its
authorized designee, in its sole discretion, w ho are expected
to contribute significantly to the Debtors' restructuring
efforts or otherwise be critical to the Debtors' ongoing
business operations during the pendency of these Chapter 11
cases. An employee covered by this plan will be eligible for a
retention incentive payment based on a percentage of his or her
then- current base salary, as determined by LTV, in its sole
discretion. The amount of each employee's payment will be
identified in his or her LTV Retention Agreement. The payment
will be made in three installments: one-third on June 30, 2001;
one-third on December 31, 2001; and one- third on the earlier of
confirmation of a plan, or June 30, 2002. An employee's right to
receive each installment will be based solely upon the
employee's continued employment with the applicable Debtor and
will vest and become payable on the applicable payment date or,
as a lump sum payment, upon the earlier of the employee's death,
disability, or involuntary termination.

The Debtors currently anticipate that approximately 80 key
employees will be eligible for the LTV Retention Plan. The
estimated cost of this Plan for these employees is $3.9 million.
Any payments will not exceed this amount without additional
court order, and may be less. LTV and LTV Steel currently have
two active employees who are entitled to a grandfathered benefit
formula under the LTV Benefit Plan. By seeking to continue the
LTV Benefit Plan, the Debtors also are seeking to continue the
grandfathered provisions with respect to these two active
employees.

The accrued benefits under the LTV Benefit Plan currently are
funded through a rabbi trust account. The Debtors intend to
transfer these funds to a trust immediately upon entry of an
order approving this Motion and to fund future benefits into the
trust as they accrue. As of December 31, 2000, accrued benefits
under the LTV Benefit Plan for active employees totaled
approximately $1.1 million.

                    The Copperweld Plan

Under the Copperweld Retention Plan, Copperweld has identified
19 key employees who are critical to Copperweld's reorganization
efforts and ongoing business operations during the pendency of
these Chapter 11 cases. As part of the retention program,
Copperweld intends to enter into retention agreements with these
key employees. The Copperweld Retention Agreements generally
will provide that the employee is entitled to receive a
retention incentive payment equal to the employee's then-current
annual base salary, or a percentage thereof, payable in three
installments: one-third on June 30, 2001; one-third on December
31,k 2001; and one-third on the earlier of confirmation of a
plan, or June 30, 2002. The employee's right to recei8ve each
installment of this Plan will vest and become payable on the
applicable payment date or, as a lump sum payment, upon the
earlier of the employee's death, disability or involuntary
termination. The estimated cost of the Copperweld retention plan
is $3.1 million. In addition, under this plan the Debtors intend
to fund retention incentive payments to two executives currently
employed by Copperweld Canada, who the Debtors believe are
critical to the ongoing operations of Copperweld Canada and the
preservation of the value of the Debtors' interests in those
operations.

                    The VP Buildings Plan

The VP Buildings Retention Plan includes ten key employees who
are critical to VP's ongoing operations during the pendency of
these Chapter 11 cases. This agreement generally will provide
that the employee is entitled to receive a lump-sum retention
incentive payment equal to the employee's then-current annual
base salary, or a percentage thereof, payable at the earlier of
one year following any sale of VP, or June 30, 2002. The
employee's right to receive the payment will vest and become
payable on the applicable payment date or upon the earlier of
the employee's death, disability or involuntary termination. The
estimated cost of the VP retention plan is $1.7 million. (LTV
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MAIL-WELL: Moody's Reviewing Ratings For Possible Downgrade
-----------------------------------------------------------
Approximately $1.25 billion of debt securities were affected
when Moody's Investors Service placed the ratings of Mail-Well
Corporation and parent holding company Mail-Well Inc. under
review for possible downgrade.

The ratings under review are as follows:

Mail-Well Corporation:

      -- Ba2 assigned to the $800 million secured facility
         consisting of a $250 million revolver; $300 million term
         A loans; and $250 million term B loans;

      -- B1 assigned to the $300 million 8.75% senior
         subordinated notes, due 2008;

Mail-Well, Inc.:

      -- B2 assigned to the $150 million 5% convertible
         subordinated notes, due 2002. Also under review are the
         Ba3 senior unsecured issuer rating, and the Ba2 senior
         implied rating.

According to Moody's, the review for possible downgrade is in
response to the considerable margin pressure Mail-Well is
experiencing mainly from the economic slowdown in the US
(notably reduced and/or suspended advertising and marketing
spending) as well as from higher operating costs, pricing
pressures, and soft demand for traditional business products.
"The review will address the reduction in interest coverage as
well as the company's high financial leverage, its liquidity,
and return on assets.

"Additionally, Moody's will focus on the company's on-going
restructuring efforts and will review the company's revised
strategic business plan," Moody's said.

Mail-Well Corporation, a wholly owned subsidiary of Mail-Well
Incorporated, is a leading commercial printer in the United
States and is a manufacturer and printer of envelopes in the
United States and Canada. The company also prints office
products for the distributor market and labels for the food and
beverage industry.


MARCHFIRST: Files Chapter 11 Petition in Wilmington
---------------------------------------------------
marchFIRST, Inc. (Nasdaq: MRCH) and its domestic subsidiaries
and affiliates filed for relief under Chapter 11 of the Federal
Bankruptcy Code. The Chapter 11 filing is expected to provide
the Company with the time to complete the orderly liquidation of
its domestic business units and core assets and to maximize
their value. This action is consistent with the Company's prior
public disclosure of the Company's general inability to satisfy
creditor obligations as they become due, liquidity shortfalls
and less than necessary cash reserves. The Company also filed a
Chapter 11 plan that essentially provides for distribution of
any cash proceeds received by the Company to creditors and, if
creditors have been fully paid, to holders of the Company's
preferred stock and then holders of its common stock. However,
at this time it is unlikely that any proceeds will remain for
distribution to holders of the Company's common stock. The
Company intends to commence the plan confirmation process
shortly. The Company intends to work closely with creditors to
recover on all available assets and maximize their value. The
Company's European business units were not included as part of
the Chapter 11 filing.

The Company also announced that following the receipt of anti-
trust approval, it completed the sale of its SAP practice, VAR
business and other assets, (including its interest in
BlueVector) to divine, inc., pursuant to the agreement described
in the Company's news release on April 2, 2001. As previously
disclosed, the purchase price for these business units and
assets was $6.25 million at closing, an additional $29.75
million note payable over not more than five years and up to an
additional $16 million payable over five years which is
contingent on the units' future performance. As described in its
April 2, 2001 news release, the Company previously completed an
initial transaction with divine, selling divine its Central
Region business unit in exchange for $6.25 million at closing,
an additional $27.75 million note payable over not more than
five years, and up to an additional $39 million payable over
five years which is contingent on the units' future performance.

The Company has also completed the sale of certain other
business units, including McKinney & Silver, Inc. and the
Company's Salt Lake City office. The aggregate purchase price
for these business units was approximately $13.6 million and the
assumption of liabilities of approximately $17.0 million. The
Company continues to be in active discussions for the sale of
other domestic and foreign business units. The European business
units are currently expected to continue to operate in the
ordinary course of business.

In addition, the Company announced that it does not intend to
file with the SEC an Annual Report on Form 10-K for the year
ended December 31, 2000 and, for this and other reasons,
believes its stock will be delisted from trading on the Nasdaq
National Market.


MARCHFIRST INC: Case Summary and 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: marchFIRST, Inc.
              311 South Wacker Drive
              Suite 3500
              Chicago, IL 60606

Debtor affiliates filing separate Chapter 11 petitions:

              marchFIRST Reseller Corporation
              Fulcrum Solutions, Inc.
              Challenger 31 L.L.C.
              marchFIRST Consulting, Inc.
              USWEB Acquisitions Corporation 102
              USWEB Atlanta Corporation
              USWEB Pittsburgh Corporation
              USWEB Acquisition Corporation 112
              USWEB Houston Corporation
              USWEB Acquisition Corporation 128
              MS Closure Corp. f/k/a Mckinney & Silver, Inc.
              SM Closure Corp.
              SiteSpecific, Inc.
              marchFIRST Partners Venture Fund, L.L.C
              USWEB Acquisition Corporation 115
              CKS Group, Inc.
              CKS Partners, Inc.
              Donovan & Green, Inc.
              Mitchell Madison Consulting Group, Inc.
              Mitchell Madison Group (DEL), L.L.C
              Mitchell Madison Group G.P.

Type of Business: marchFIRST, Inc. is an Internet professional
                   services firm that provides a variety of
                   services to help companies build business
                   models, brands, systems, and processes to
                   capitalize on opportunities created by the
                   Internet.

Chapter 11 Petition Date: April 12, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-01381; 01-01383 through 01-01403

Debtors' Counsel: Norman L. Pernick, Esq.
                   Domenic E. Pacitti, Esq.
                   Saul, Ewing, Remick & Saul
                   222 Delaware Avenue
                   Suite 1200
                   Wilmington, DE 19899
                   (302)421-6825

Total Assets: $789,286,000

Total Debts: $427,482,000


List Of Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim   Claim Amount
------                        ---------------   ------------
Microsoft Corporation         Trade             $ 12,000,000
1 Microsoft Way
Redmond, WA 98052
Contact: Marck Bolander
(425)703-2764

Credit Suisse First Boston    Trade             $ 10,684,200
11 Madison Avenue
9th Floor
New York, NY 10010
Contact: Michael Pelz
(212)325-2000

PNC Bank                      Bank Loan          $ 5,025,936
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
Contact: Martin Mueller
(412)762-6268

KBC Bank NV                   Bank Loan          $ 3,146,785
37 rue des Deux Eglises
Brussel 1000 Bruxelles
Phone: 32-2-285-0100

Herman Miller Workplace       Trade              $ 2,920,539
Resource
22264 Network Place
Chicago, IL 60873
Phone:(630)972-9600

Henricksen                    Trade              $ 2,264,749
1070 West Ardmore Ave.
Itasca, IL 60143
Phone:(630)250-9090

Electro Rent Corporation      Trade              $ 1,988,001
6060 Sepulveda Boulevard
File 53686
Van Nuys, CA 91411
Phone:(610)661-1000

SAP America, Inc.             Trade              $ 1,967,993
399 Westchester Pike
Newton Square, PA 19073
Phone:(610)661-1000

Hallmark Computer Products    Trade              $ 1,937,307
8700 S. Price Road
Tempe, AZ 85284
Contact: Jolea Kidd
(480)794-6858

KPMG, LLP                     Trade              $ 1,936,867
303 East Wacker Drive
Chicago, IL 60601
Phone:(312)685-1000

Global Center                                    $ 1,190,651
141 Caspian Court
Sunnyvale, CA 94089
Phone:(408)543-4763

IBM Credit Corporation        Trade                $ 917,924
91222 Collection Center Drive
Chicago, IL 60693
Phone:(800)341-3661

Plumtree Software             Trade                $ 739,052
500 Sansome Street
San Francisco, CA 94111
Contact: Eric Borman
(877)293-1809

Williams Communications       Trade                $ 683,257
1170 Chess Drive Suite A
Foster City, CA 94404
Phone:(650)358-4871

Xerox Corporation             Trade                $ 643,779
125 S. Wacker Drive
Chicago, IL 60606
Phone:(888)339-7887

John Moriarty &               Trade                $ 640,177
Associates, Inc
3 Church Street
Winchester, MA 08190
Phone:(781)729-3900

PNC Leasing                   Trade                $ 532,324
1 PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
Phone:(800)223-8933

AT&T                          Trade                $ 522,239
32 Avenue of the Americas
New York, NY 10013
Phone:(212)387-5400

Korn Ferry International      Trade                $ 508,374
1800 Century Park East
Suite 900
Los Angeles, CA 90067
Phone:(310)552-1834

Turner Construction Company   Trade                $ 494,896
55 East Monroe Suite 31
Chicago, IL 60603
Phone:(312)327-2770


MUSICBANK: Online Music Company Lays-Off Staff & Closes Shop
------------------------------------------------------------
Musicbank ceased operations Tuesday and dismissed its entire
staff, according to CNET News.com. Late Tuesday night, the
company's web site went dark, except for white lettering
announcing the closure. Musicbank had ties to the five major
recording companies. The company was formed in November 1999 and
was designed to act as a "storage locker" for consumers to
access their personal music collections. The company made a name
for itself late last year when it co-sponsored two lavish fund-
raisers that featured live performances by Motown legend James
Brown and rock band Blues Traveler.

Investors included Atlas Venture, Bertelsmann Ventures,
Bonaventure Investments and Universal Music Group. The company
also had scored licensing deals with BMG Entertainment,
Universal Music Group, Warner Music Group, Sony Music
Entertainment and EMI Recorded Music. In addition, it signed on
Virgin Megastores in an exclusive retail partnership. (ABI
World, April 12, 2001)


NOMURA ASSET: S&P Slashes Rating On Mortgage Certificate To 'D'
---------------------------------------------------------------
Standard & Poor's lowered its rating on Nomura Asset Securities
Corp.'s mortgage pass-through certificates series 1994-2 class
2M-3 to 'D' from double-'C'.

The lowered rating reflects a permanent principal reduction due
to losses in the secured mortgage pool, having fully eroded the
subordinate loss protection for class 2M-3.

Series 1994-2 is a multiple loan group transaction, which
employs a senior subordination credit support structure to
protect rated certificates from losses.

The mortgage pool backing series 1994-2 (loan group 2) consists
of 15- to 30-year fixed-rate, first-lien residential mortgage
collateral with roughly 84 months of seasoning.

Approximately 20% of the pool's initial principal balance was
secured by single-'B' quality borrowers at issuance, and
approximately 10% of the pool was secured by single-'C' or 'D'
quality borrowers.

Other original mortgage pool characteristics include a maximum
geographic concentration of 16% in Maryland, a 68% weighted
average loan-to-value ratio, a weighted average loan coupon of
10.40%, and 94% owner occupied properties.

At present, the loan group two has an outstanding principal
balance of $7 million. Approximately 5.44% of the outstanding
balance is 30 or more days delinquent, including approximately
3.11% 90 or more days delinquent, including foreclosure and REO,
Standard & Poor's said.


OTR EXPRESS: Talking to Four Equipment Lenders About Debt Terms
---------------------------------------------------------------
OTR Express, Inc. (AMEX:OTR), a nationwide transportation
company, confirmed that it expects to report a significant loss
for the first quarter of 2001, as previously disclosed, and said
it has made significant progress in downsizing its fleet.

The first-quarter loss is primarily a result of the soft freight
market, continued high fuel costs, costs of the Company's
downsizing and losses on disposal of tractors and trailers in
connection with that action.

According to President and CEO William P. Ward: "We are
continuing to feel the effects of the economic slowdown and high
fuel costs. We have also seen further weakening in the used
tractor and trailer markets, which has negatively impacted the
sale of revenue equipment related to our downsizing. These
factors will be reflected in our first-quarter results."

OTR remains in discussions with its four largest equipment
lenders to modify terms of its debt and improve cash flow, but
to date no definitive agreement has been executed. The Company
has returned to these lenders or sold all of the nearly 200
tractors and most of the nearly 400 trailers that OTR previously
announced it would divest. In late March, the Company met with
the equipment lenders and agreed in principle to return or sell
an additional 100 company-owned tractors by year-end. The
Company hopes to maintain the current fleet size of
approximately 250 trucks (including owner operators) by
increasing owner operators to approximately 50% of the total
from the current 20%.

As previously reported, OTR also is operating in default on
certain financial covenants in its working capital line of
credit, and the Company expects to remain in default based on
the current agreement.

The Company reported that its fleet downsizing has caused
corresponding reductions in gross revenues and that the Company
expects that it may also create additional operational
challenges. The Company said two of its senior executives have
taken salary cuts of up to 40% in order to assist in OTR's
efforts to return to profitability. Additionally, the Company
has reduced its non-driver payroll by approximately 50% from the
same period last year.

OTR also reported that it has been notified by the American
Stock Exchange (AMEX) that it is below certain of AMEX's
continued listing guidelines. Specifically, the Company's market
value of public float is below $1 million. As a result, AMEX is
initiating a review of the Company's eligibility for continued
listing, which may result in the removal of the Company's
security from listing. There can be no assurance that the
Company will continue to be listed on AMEX in the future and any
de-listing would likely have a negative impact on the trading
liquidity of the Company's shares.

OTR Express, Inc. is a nationwide dry van truckload carrier and
logistics company serving customers throughout the 48 states.
The common stock is traded on the American Stock Exchange under
the symbol OTR. For further information, please contact Steve
Ruben, chief financial officer, OTR Express, at 913/829-1616,
extension 3102, or visit www.otrx.com.


OWENS CORNING: Reports First Quarter Financial Results
------------------------------------------------------
Owens Corning (NYSE: OWC) reported financial results for the
first quarter ended March 31, 2001.

For the first quarter, the company had net sales of $1.068
billion, compared to $1.257 billion in the same period in 2000.
Income from Operations before other charges and Chapter 11
reorganization items was $46 million in the quarter, compared to
$105 million in the first quarter of the prior year. Results for
the first quarter of 2001 reflect lower volume and a weaker
price environment for the company's building materials business
in North America, and the impact of higher energy prices on
manufacturing costs. For the first quarter of 2001, Owens
Corning reported a net loss of $10 million, compared to net
income of $48 million in the prior year. Results for the quarter
include $42 million in pre-tax charges for restructuring and
other activities, and $21 million in pre-tax Chapter 11-related
reorganization items.

The company ended the first quarter of 2001 with approximately
$450 million in cash. In addition, the company has available a
$500 million Debtor in Possession credit facility.

On April 2, 2001, Owens Corning filed with the Securities and
Exchange Commission a Form 10-K annual report for the fiscal
year ended December 31, 2000. In light of the filing under
Chapter 11 of the U.S. Bankruptcy Code, the Form 10-K will serve
as the company's annual report for the year 2000.

Owens Corning is a world leader in building materials systems
and composites systems. The company has sales of $5 billion and
employs approximately 20,000 people worldwide. Additional
information is available on Owens Corning's Web site at
http://www.owenscorning.comor by calling the company's toll-
free General Information line: 1-877-799-6904.

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court
for the District of Delaware. The Debtors are currently
operating their businesses as debtors-in-possession in
accordance with provisions of the Bankruptcy Code. The Chapter
11 cases of the Debtors are being jointly administered under
Case No. 00-3837 (JKF). The Chapter 11 cases do not include
other U. S. subsidiaries of Owens Corning or any of its foreign
subsidiaries. The Debtors filed for relief under Chapter 11 to
address the growing demands on Owens Corning's cash flow
resulting from its multi-billion dollar asbestos liability.

Owens Corning is unable to predict at this time what the
treatment of creditors and equity holders of the respective
Debtors will be under any proposed plan or plans of
reorganization. Pre-petition creditors may receive under a plan
or plans less than 100% of the face value of their claims, and
the interests of Owens Corning's equity security holders may be
substantially diluted or cancelled in whole or in part. It is
not possible at this time to predict the outcome of the Chapter
11 cases, the terms and provisions of any plan or plans of
reorganization, or the effect of the Chapter 11 reorganization
process on the claims of the creditors of the Debtors, or the
interests of Owens Corning's equity security holders.


PACIFIC GAS: Hires Howard Rice, et al., as Lead Counsel
-------------------------------------------------------
Pacific Gas and Electric Company sought and obtained permission
to employ the San Francisco-based law firm of Howard, Rice,
Nemerovski, Canady, Falk & Rabkin as its counsel to represent it
in its chapter 11 cases.

Roger J. Peters, Senior Vice President and General Counsel for
PG&E, told Judge Montali that PG&E looks to Howard Rice for:

(A) Service as General Bankruptcy Counsel by:

      (1) advising and representing the Company with respect to
          all matters and proceedings in this Chapter 11 case;

      (2) advising the Company with respect to its affairs and
          duties as a debtor-in-possession;

      (3) dealing with parties-in-interest and their attorneys
          and agents as is necessary during the pendency of this
          case;

      (4) preparing on behalf of the Company necessary
          applications, orders and other legal papers; and

      (5) counseling the Company with respect to the bankruptcy,
          litigation and other issues related to the case, and
          performing all other legal services for the Company
          which may be necessary and desirable.

(B) Continued Employment as Intellectual Property Counsel by:

      (1) advising the Company concerning general intellectual
          property matters;

      (2) trademark prosecution, counseling and licensing;

      (3) advising the Company concerning its Web site content
          and structure;

      (4) advising the Company concerning its marketing an
          advertising efforts; and

      (5) representing the Company in connection with
          negotiations concerning intellectual property matters,
          including various contracts and software licensing
          agreements.

(C) Continued Employment as Appellate Counsel by:

      (1) advising and representing the Company with respect to
          all matters and proceedings relating to:

         (a) the appeal of a judgment rendered in Fairhaven Power
             Company, et al., v. Pacific Gas and Electric
             Company, pending in the Court of Appeal of the State
             of California; and

         (b) an appeal of a judgment rendered in Modesto
             Irrigation District, et al., v. Pacific Gas and
             Electric Company, pending in the Court of Appeal of
             the State of California;

      (2) preparing on behalf of the Company necessary pleadings,
          orders and other legal papers and documents in
          connection with the Appeals; and

      (3) performing all other legal services for the Company
          which may be necessary and desirable.

James L. Lopes, Esq., leading the Debtor's legal team, disclosed
that his Firm received pre-petition payments totaling $1,546,076
prior to the Petition Date. In contemplation of these chapter 11
case, Mr. Peters said, PG&E paid Howard Rice a $1,000,000
retainer, and approximately $600,000 of that amount was consumed
on account of pre-petition bankruptcy-related services. Howard
Rice professionals will bill for their services at their
customary hourly rates:

In connection with the bankruptcy case:

      Attorney/Legal Assistant            Hourly Rate
      ------------------------            -----------
      Jerome B. Falk, Jr., Esq.             $475
      James L. Lopes, Esq.                  $475
      Steven E. Schon, Esq.                 $410
      Jeffrey L. Schaffer, Esq.             $400
      Janet A. Nexon, Esq.                  $370
      William J. Lafferty, Esq.             $350
      Gary M. Kaplan, Esq.                  $325
      Amy E. Margolin, Esq.                 $290
      Peter J. Drobac, Esq.                 $245
      Sarah M. King, Esq.                   $255
      Jerome E. Ferrer                      $165

In connection with the Intellectual Property Matters:

      Attorney/Legal Assistant            Hourly Rate
      ------------------------            -----------
      Raymond P. Haas, Esq.                 $465
      Barry A. Abbott, Esq.                 $445
      Alison B. Shames, Esq.                $245
      Tyler J. Fuller, Esq.                 $230
      Terri G. Li                           $180

In connection with the Appellate Matters:

      Attorney/Legal Assistant            Hourly Rate
      ------------------------            -----------
      Jerome B. Falk, Esq.                  $475
      Theresa B. Stewart, Esq.              $380
      Jerome E. Ferrer                      $165

Other Howard Rice attorneys bill at $175 to $475 per hour and
other legal assistants bill at $85 to $180.

Mr. Lopes is confident that he and his Firm are disinterested
within the meaning of 11 U.S.C. Sec. 101(14). Mr. Lopes
confirmed that Howard Rice does not represent any party other
than the Debtor in connection with PG&E's chapter 11 case.
(Pacific Gas Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PARACELSUS: Deutschlan Unit & Park Hospital Own 33.66% Of Stock
---------------------------------------------------------------
While Dr. Heiner Meyer Zu Losebeck and Dr. Peter Frommhold, as
Co-executors under the Will of Professor Krukemeyer, no longer
hold a beneficial interest in the common stock of Paracelsus
Healthcare, Paracelsus-Kliniken-Deutschlan and Park Hospital GMB
H beneficially own 19,906,742 such shares, with shared voting
and dispositive powers. This amount represents 33.66% of the
outstanding common stock of Paracelsus Healthcare.

On December 31, 2000, the executorship of the Co-executors under
the Wills with regard to Professor Krukemeyer's estate
terminated. As a result, as of January 1, 2001, the Co-executors
no longer share voting and dispositive power with respect to the
shares of Common Stock of Paracelsus owned by Park.


PINPOINT CORPORATION: Ceases Operations Due To Lack of Funds
------------------------------------------------------------
PinPoint Corporation, a developer of local positioning system
technologies, has notified all of its shareholders that it has
been unsuccessful in its attempt to raise additional capital
required to continue operations. The Company attributes its
failure to raise capital to the "state of the current private
equity market." As such, PinPoint has ceased operations and has
filed for protection under the bankruptcy laws.

iTech Capital noted that while PinPoint had been building its
customer base and apparently had a business model that would
have been successful, such success was dependent upon access to
the capital markets.

iTech Capital, a technology holding company, maintains interests
in Medsite, Applied Data Systems, HorizonLive, BizFon,
Enviromation and Elastic Networks.


PIONEER COMPANIES: Posts $105.6 Million Net Loss for FY 2000
------------------------------------------------------------
Pioneer Companies, Inc. (OTC Bulletin Board: PIONA) reported
that its net loss for the year 2000 was $105.6 million or $9.15
per share, compared to a net loss in 1999 of $50.4 million or
$4.38 per share. The net loss for 2000 included a tax provision
of $41.0 million, primarily attributable to a valuation
allowance for its net operating loss carryforward.

Pioneer had previously disclosed selected financial data for
2000, including its pre-tax results, but finalizing the complete
financial statements was delayed to determine the possible
effect of its announced financial restructuring efforts on its
deferred tax asset. That asset primarily relates to the
estimated use of net operating loss carryforwards to offset
future taxable income. Based on the uncertainties regarding the
outcome of those efforts and the possible effect of that outcome
on projected taxable income and the availability and use of the
net operating loss carryforwards, the Company estimated that it
was not likely to realize the full benefit of the deferred tax
assets. Accordingly, the Company has recorded a valuation
allowance of $67.8 million, resulting in a tax provision of
$41.0 million for the year ended December 31, 2000.

Pioneer, based in Houston, Texas, manufactures chlorine, caustic
soda, hydrochloric acid and related products used in a variety
of applications, including water treatment, plastics, pulp and
paper, detergents, agricultural chemicals, pharmaceuticals and
medical disinfectants. The Company owns and operates five chlor-
alkali plants and several downstream manufacturing facilities in
North America. Current financial information and press releases
of Pioneer Companies, Inc. can be obtained from its Internet web
site at www.piona.com.


PLAY CO.: Buxbaum Participates In Liquidation Of 33 Toy Stores
--------------------------------------------------------------
Buxbaum Group announced that it is part of the joint venture
liquidating the inventories at 33 stores operated by Play Co.
Toys & Entertainment Corp. (OTC Bulletin Board: PLCO), the San
Marcos, Ca.-based retailer of unique collectible, specialty and
educational toys.

In addition to Encino-based Buxbaum, the joint venture includes
the Nassi Group, Alco Capital and Schottenstein Bernstein
Capital Group. On March 28, Play Co. and its main operating
subsidiary, Toys International.Com, Inc., filed for Chapter 11
protection under the U.S. Bankruptcy Code in order to execute an
orderly wind-down of its business and sale of its assets.

The company's stores operate under the Play Co. Toys, Toys Co.
and Toys International names. Sixteen of the 33 stores are
located in California (primarily in the southern part of the
state); three are in Las Vegas, Nev.; three are in Texas (two in
Dallas, one in Houston); two are in Illinois (Gurnee and
Schaumberg); and two are in the Charlotte, N.C. market. The
company also has single stores in Tempe, Ariz.; Broomfield,
Colo.; Orlando, Fla.; Nashville, Tenn.; Hanover, Md.;
Bloomington, Minn.; and Auburn Hills, Mich.

The inventory sales started on April 9 and are expected to
continue for as long as 12 weeks.

Buxbaum Group provides inventory appraisals, turnaround and
crisis management and other consulting services for banks and
other financial institutions with retail, wholesale/
distribution and consumer-product manufacturing clients. The
firm also provides liquidation services on consumer-product
inventories, machinery and equipment, and buys and sells
consumer-product inventories.


PSINET INC.: Cuts More Jobs To Conserve Cash
--------------------------------------------
PSINet Inc. began its third round of layoffs affecting sales
people, engineers and even the department that maintained the
corporate web site, according to The Washington Post. A
spokesman for the Ashburn, Va.-based Internet service provider
declined to disclose the number of cuts, though some of the
laid-off employees said at least 125 people or positions were
affected. PSINet recently said it might file for bankruptcy
because it is running out of cash and struggling to pay off $3.4
billion in debt. The company's auditors have questioned whether
PSINet can stay in business for another year. PSINet "will
impose staff reductions over the next few weeks," said spokesman
Eric McErlain. "This action, while unfortunate, is consistent
with the company's efforts as well as those of many of the
leading technology companies to conserve cash in response to the
new market realities." (ABI World, April 12, 2001)


RIVAL NETWORKS: Sports Web Site Calls It Quits
----------------------------------------------
Rival Networks, a struggling Seattle-based sports web site
better known as Rivals.com, said it will shut down, according to
the Seattle Times Eastside. The decision came after weeks of
negotiations with Yahoo! and Nike. A deal with Yahoo fell
through two weeks ago in the wake of that portal's ad-related
distress. Nike was the last potential buyer to look at Rival and
was in due diligence last weekend. But on Monday, Nike nixed the
deal. Rival officials blame the failure to make a deal on the
rocky financial market. The network of more than 600 college
sports sites has burned through $70 million since it was
launched in August 1999. Rival Networks provided links to
information on sports, teams and leagues, ranging from
professionals to high school. (ABI World, April 12, 2001)


SERVICE MERCHANDISE: Assumes Nine Leases For Go-Forward Stores
--------------------------------------------------------------
The Court granted Service Merchandise Company, Inc.'s motion for
the assumption of certain leases included in the program
regarding lease/sublease of store space to TJX Companies, Inc.
with respect to

Store       Location           Parties to Lease
-----       --------           ----------------
19         Stuart, Florida     Compson Associates of FL
                                  (landlord)
                                SMCO, Inc. (tenant)
72         Evansville, IN      General Growth Properties
                                predecessor in interest to
                                SDG Macerich Properties, L.P.
                                   (landlord)
                                SMCO, In.c (tenant)

81         Burlington, MA      Betsey J. Sherman and Helen M.
                                Goldkemp, as Trustee of
                                Burlington Mall
                                Realty Trust, predecessor in
                                interest to E and A Northeast
                                Limited Partnership (landlord)
                                SMCO, Inc. (tenant)

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

482        Orlando, FL         Village Associates, Ltd. as
                                predecessor in interest to
                                Florida Income Properties
                                Limited Partnership (landlord)
                                Leeds Distributors, Inc. IV,
                                predecessor in interest to H.J.
                                Wilson Co., Inc. (tenant)

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

176        West Melbourne, FL  West Melbourne Associates,
                                predecessor in interest to
                                Kimco West Melbourne Associates
                                Predecessor in interest to
                                Kimco West Melbourne Associates
                                     (landlord)
                                SMCO, Inc. (tenant)

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

533        Novi, Michigan      West Oaks Development Co.
                                predecessor in interest to
                                Ramco-Gershenson Properties, L.P.
                                   (landlord)
                                SMCO, Inc. (tenant)

The Court issued separate orders for the assumption of each of
the leases. The Court's orders provide that the Debtors are
authorized to assume the respective leases, contingent upon the
resolution of any dispute regarding the Cure Amounts in a manner
satisfactory to the Debtors in the sole and absolute discretion
of the Debtors. The Court directed that in the event any dispute
between the landlords and the Debtors regarding the amount of
the Cure Claim remains outstanding, an evidentiary hearing to
determine the amount of the Cure Claim will be held.

Accordingly, the Cure Claims have been fixed at the amounts of:

      * $227,695.65 with respect to Store Number 482 in Orlando,
        Florida

      * $32,627.98 with respect to Store Number 786 in
        Greensburg, Pennsylvania

      * $227,695.65 with respect to Store Number 98 in
        Bloomington, Illinois

      * $105,702.74,with respect to Store Number 72 in
        Evansville, Indiana

      * $206,795.15 with respect to Store Number 303 in Altamonte
        Spring, Florida

The Court has authorized the Debtors to pay the Cure Claims in
the amounts fixed. (Service Merchandise Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHAMAN PHARMACEUTICALS: Court Grants Approval to Assign Lease
-------------------------------------------------------------
Shaman Pharmaceuticals, Inc. (OTCBB:SHPH.OB) announced that
assignment of its lease to a biotechnology company has been
approved by the U.S. Bankruptcy Court, Northern District of
California, and that Shaman's landlord has consented to the
assumption and assignment of the lease to this company. As a
result of this assignment, Shaman will receive a significant
one-time cash payment from the company that will be used, in
part, to pay creditors and for forward operating expenses.
Shaman will also receive six (6) months free rent in its current
facilities, further reducing its operating expenses as it
completes its reorganization.

This court decision brings to an end six months of negotiations
between Shaman and its landlord regarding the assignment of
Shaman's lease agreement. Shaman voluntarily filed a Chapter 11
reorganization petition for protection under federal bankruptcy
law, on January 5, 2001, in part because it believed that a
bankruptcy reorganization would bring closure to the
negotiations with its landlord, and provide the best means of
maximizing the value of its lease.

Shaman Pharmaceuticals, Inc. is a leader in medicinal plant
research and commercialization of proprietary dietary
supplements, working with indigenous communities to discover,
harvest and reforest medicinal plants. Shaman has retained Roth
Capital Inc., an investment bank, to assist in exploring
strategic business opportunities to drive shareholder value.
This press release contains, among other things, certain
statements of a forward-looking nature relating to Shaman's
ability to advance its development and research programs. Such
statements involve a number of risks and uncertainties including
the Risk Factors listed in the Shaman Pharmaceuticals, Inc.'s
Annual Report on Form 10K and 10K/A for the year ended December
31, 1999. These filings are available at 650/952-7070. Visit
Shaman at http://www.Shaman.com


STARTEC GLOBAL: Receives Delisting Notice from Nasdaq
-----------------------------------------------------
Startec Global Communications Corporation (Nasdaq: STGC)
received notification from Nasdaq that it is no longer in
compliance with the $1 minimum bid price requirement for
continued listing on The Nasdaq National Market as set forth in
Marketplace Rule 4450(b)(4). The Company has requested a
hearing, pursuant to the procedures set forth in the Nasdaq
Marketplace Rule 4800, before the Nasdaq Listing Qualifications
Panel to discuss the continued listing of the Company's common
stock on the Nasdaq. Pending the outcome of the hearing,
completion of the review process and further notification from
Nasdaq, the Company's common stock will continue to trade on The
Nasdaq National Market.

                       About Startec

Startec Global Communications Corporation is a leading provider
of advanced communications and Internet services to ethnic
residential customers and enterprises transacting business in
the world's emerging economies. The Company's extensive
affiliated network of international gateway and domestic
switches, IP gateways and ownership in undersea fiber optic
cables also provides IP-based voice, data and video service to
major long distance carriers, Internet Service Providers (ISPs)
and Internet Portals.


STORE OF KNOWLEDGE: Taps Ozer & Hilco To Manage 70 Store Sales
--------------------------------------------------------------
The U.S. Bankruptcy Court in Los Angeles has approved the
selection of The Ozer Group and Hilco Merchant Resources to
manage the liquidation process in 70 stores operated by the
Store of Knowledge. The California-based Store of Knowledge Inc.
filed for protection in the U. S. Bankruptcy Court for the
Center District of California, Los Angeles division, on March
28, 2001.

With more than $30 million in inventory to be liquidated in the
upcoming weeks, the liquidation sales are already underway.
Signs have been hung and discounts have been taken on all
merchandise in every store. Store of Knowledge is stocked with
educational games, puzzles, books, videos, computer software,
hobby kits and more. The merchandise spans more than 60
subjects, including history, science, the arts, foreign
language, and self-improvement.

"This is an excellent opportunity for parents to purchase
educational products for their kids at incredible savings" said
Cory Lipoff, EVP & Principal of Hilco Merchant Resources.

"The top names in retail have been forced to restructure," said
William Weinstein, Principal of The Ozer Group. "With the Store
of Knowledge, liquidating these stores is a prudent change
necessary for long-term success."

Jim Berk, President of Store of Knowledge said, "While we are
sorry to have to liquidate the inventory in these stores, we
believe that this is a necessary step towards successfully
reorganizing."

Based in Needham, Mass., The Ozer Group is one of the country's
leading retail consulting, business evaluation and asset
disposition firms. Ozer is quick, flexible and creative in
offering solutions to retailers of all sizes throughout North
America and Europe. In addition to helping companies maximize
realization for their assets, Ozer manages human resources
issues, real estate relationships and other critical areas that
are affected when companies undergo change. Ozer's management
and partners are retailers who have managed thousands of stores
and billions of dollars in inventory. To learn more about The
Ozer Group, visit www.ozergroup.com.

Based in Chicago, Hilco Merchant Resources, its parent company,
Hilco Trading Co. Inc. and its affiliates, with offices in
Boston, Toronto and London, provide strategic financial services
for retailers, distributors, manufacturers, lenders, venture
capitalists, investment bankers and the professionals that serve
them. Hilco Trading Co. Inc. has offices across North America
with national and international resources, capabilities and
experience. For more than 25 years, Hilco Trading Co. Inc., and
its principals have sold more than $25 billion of retail
inventories in over 1,000 major liquidations involving 7,500
locations. To learn more about Hilco Merchant Resources, visit
www.hilcotrading.com.

List of Store of Knowledge Stores That Are Closing

7014 E. Camelback Rd. Ste. 2300    Scottsdale       AZ     85251
1630 Redwood Hwy.                  Corter Madera    CA     94925
  200 E. Via Rancho Pkwy. Ste. 341  Escondido        CA     92025
1156 Glendale Galleria             Glendale         CA     91210
2700 Crown Valley Parkway sp#820   Mission Viejo    CA     92691
5040 Montclair Plaza Lane          Montclair        CA     91763
   29 Newport Ctr. Drive            Newport Beach    CA     92660
  355 Stanford Shopping
      Center Bldg. M                Palo Alto        CA     94304
1356 Stoneridge Mall Rd.           Pleasanton       CA     94588
  157 Horton Plaza                  San Diego        CA     92101
7007 Friars Rd. Ste. 820           San Diego        CA     92108
  160 Hillsdale Mall                San Mateo        CA     94403

2855 Stevens Creek Blvd. Ste. 2321 Santa Clara      CA     95050
  178 Santa Monica                  Santa Monica     CA     90401
  552 West Hillcrest Drive          Thousand Oaks    CA     91360
1145 Broadway Plaza Sp C-74        Walnut Creek     CA     94596
6100 Topanga Canyon Blvd. #241     Woodland Hills   CA     91367
8900 Pena Blvd. Unit BM-2H         Denver           CO     80249
3000 First Ave.                    Denver           CO     80206
8505 Park Meadows Ctr. Dr. #2044   Littleton        CO     80124
   7  Backus Avenue                 Danbury          CT     06810
3222 M Street NW, Suite #W-217     Washington       DC     20007
7981 Citrus Park Town Center Mall  Tampa            FL     33625
3393 Peachtree Rd. NE              Atlanta          GA     30326
3979 Buford Drive  sp#1026         Buford           GA     30519
  845 N. Michigan Ave.              Chicago          IL     60611
2046 Northbrook Court              Northbrook       IL     60062
  100 Oakbrook Ctr. Ste. 79         Oak Brook        IL     60523
  648 Orland Square                 Orland Park      IL     60462
L101 Woodfield Shopping Ctr.       Schaumburg       IL     60173
  122 Hawthorne Ctr.  Ste. 321      Vernon Hill      IL     60061
   49 W. Maryland St.               Indianapolis     IN     46204
1475 W. 95th Street                Overland Park    KS     66214
      Briarwood Circle Sp. G105     Ann Arbor        MI     48108
4600 Lakeside Circle Space H-112   Sterling Heights MI     48313
2800 West Big Beaver Rd. Ste. 356  Troy             MI     48084
  268 North Garden                  Bloomington      MN     55425
4705 Broadway                      Kansas City      MO     64112
2178 Saint Louis Galleria          Richmond Heights MO     63117
4325 Glenwood Ave., Store 114-A    Raleigh          NC     27612
3320 Silas Creek Pkwy. Ste. 444    Winston-Salem    NC     27103
1750 Deptford Center Rd.           Deptford         NJ     08096
      Routes 4 & 17 Space 2140      Paramus          NJ     07652
1200 Morris Turnpike Ste. D-132    Short Hills      NJ     07078
1091 3th. Avenue                   New York         NY     10021
  153 World Trade Center Mall       New York         NY     10048
3462 Palisades Center Dr.          West Nyak        NY     10994
4150 Belden Village Mall Unit C-15 Canton           OH     44718
7875 Montgomery Rd.                Cincinnati       OH     45236
1108 South Park Ctr.               Strongsville     OH     44136
12000 SE 82nd St. Ste. 2185        Portland         OR     97266
9530 S. W. Washington Square Rd.   Portland         OR     97223
  344 Mall Blvd.                    King of Prussia  PA     19406
  124 Monroeville Mall              Monroeville      PA     15146
  214 South Hills Village           Pittsburgh       PA     15241
  100 Ross Park Mall Drive          Pittsburgh       PA     15237
13350 N. Dallas Pkwy. Ste.2600     Dallas           TX     75240
1042 Baybrook Mall                 Friedswood       TX     77546
4800 S. Hulen St. Ste. 217         Ft. Worth        TX     76132
1590 Willowbrook Mall              Houston          TX     77070
5015 Westheimer, Ste. 3200         Houston          TX     77056
  811 N. Central Expressway #1083   Plano            TX     75075
16535 Southwest Fwy. Ste. 569      Sugar Land       TX     77479
1100 South Hayes St. Space Y02     Arlington        VA     22202
11741 L Fair Oaks                  Fairfax          VA     22033
8034 Tysons Corner Center          McLean           VA     22102
  300 Montecello Ave. Sp. 121       Norfolk          VA     23510
  701 Lynnhaven Pkwy. Sp. E5        Virginia Beach   VA     23452
3000 184th Street S.W. Ste. 250    Lynwood          WA     98037
  600 Pine St. Ste. 405             Seattle          WA     98101


TRANSTECHNOLOGY: Senior Lenders Agree To Waive Covenant Defaults
----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) stated that it had entered
into an amendment of its existing credit agreement under which
the company's senior lenders agreed to forbearance with respect
to the company's continuing violations of certain covenants in
that senior agreement through September 27, 2001, subject to the
company's meeting certain interim debt reduction and EBITDA
targets. The company's subordinated lenders entered into a
letter agreement forbearing with respect to the company's
expected violation of its net worth covenant as a result of
write-offs expected to be incurred in the fourth fiscal quarter
as part of its restructuring plan.

The company also announced that, following a review of
alternative strategic initiatives, it would become solely a
manufacturer of niche aerospace products. As a result, the
company will divest TransTechnology Engineered Components
(TTEC), a manufacturer of spring steel engineered fasteners and
headlight adjusters. The company had previously announced in
January that it would seek to divest separately its cold-headed
products, aerospace rivet, retaining ring, and hose clamp
operations over the next few months, with the proceeds going
towards the retirement of its $275 million debt. The company
will seek to have all of the divestitures, including TTEC,
completed by September 2001 and to have retired substantially
all of its debt by that time.

Michael J. Berthelot, Chairman, President and Chief Executive
Officer of TransTechnology, said, "Over the past year we have
seen a sea change in the domestic automobile and heavy truck
manufacturing industries, apart from their current economy-
induced slowdowns. It has become clear to us that in order to
remain successful as a component supplier to the automotive
OEM's, the supplier will have to be of substantial size. We do
not believe that, in the current or expected capital markets, we
will have the opportunity to reach that necessary size within a
reasonable time frame. As a result, we have decided to change
our course and concentrate on our aerospace product businesses,
where size is not a prerequisite to continuing success. We
expect to present a proposal to our shareholders to divest the
TTEC business later this summer."

The company announced that Evercore Partners, a New York City
based investment-banking firm that it has retained in a
continuing evaluation of strategic initiatives, has also been
retained as its financial advisor with respect to the
divestiture of TTEC.

Mr. Berthelot continued "Our Aerospace Products business has
been a tremendous success over the past five years as this
profitable business segment has grown internally and through
acquisitions. Fiscal 2001 will be the sixth consecutive year
Aerospace Products will achieve higher annual sales and profits.
We are the world's leading manufacturer of rescue hoists, cargo
hooks, and hold-open rods for commercial and military aircraft.
We have identified substantial growth opportunities by extending
our line of actuation products further into the aerospace,
defense, and medical instrumentation markets. Our Aerospace
Products group revenues have grown at a compound rate of 18%
over the past five years while operating income has grown at a
30% rate. For the first nine months of fiscal 2001, our
Aerospace Products revenues were $49.6 million and operating
income was $11.9 million. While fourth quarter and full fiscal
2001 results will not be announced until next month, we expect
our Aerospace Products segment to report a substantial increase
over the prior year's fourth quarter and fiscal year."

"Following the divestiture of the fastener units", Mr. Berthelot
said, "we expect to have retired substantially all of our debt,
which is currently $275 million, and we expect to reduce our
corporate overhead by more than $4 million from its present $8.7
million level. Additionally, for tax purposes we expect to have
a significant operating loss carry-forward which should shelter
our future earnings from taxes for several years. We believe
that TransTechnology, repositioned as an aerospace products
manufacturer with revenues from new equipment sales, maintenance
and service of existing equipment, and spare parts sales, will
be a significantly more profitable and less leveraged entity,
with substantial growth opportunities. We believe that
TransTechnology will present substantially more value to its
shareholders thus restructured than in its present form."

TransTechnology Corporation is a multi-national manufacturer of
aerospace products and specialty fasteners with more than 2,300
employees at its 14 manufacturing facilities in the U.S.,
Canada, England, Germany and Brazil. The company also maintains
sales offices in Southfield, Michigan; Paris, France; and
Barcelona, Spain.


VENCOR: US Trustee Balks at Reimbursing Indenture Trustee Fees
--------------------------------------------------------------
The Bank of New York seeks payment by the Vencor, Inc. Debtors
for services rendered by the Bank as Indenture Trustee for the 8
5/8% Senior Subordinated Notes Due 2007, plus reimbursement of
attorney fees and expenses incurred in connection with those
services.

The amounts involved are:

Indenture Trustee
-----------------
Pre-petition Services Fees         $7,812.90
Post-petition Services Fees        18,701.00
                                   ----------
                                   $26,513.90

Attorneys
---------
Post-petition Fees                 50,221.26
Post-petition Expenses              4,319.25
                                   ----------
                                    54,540.51
Estimated Fees
(2/1/2001 thru 3/1/2001)            5,500.00
                                   ----------
                                   $60,040.51

The Indenture Trustee has attached with the application exhibits
of:

      -- The Indenture Trustee's Counsel Bryan Cave's itemized
time records identifying (i) the date each service was rendered;
(ii) the professionals who performed the service; (iii) the
particular services rendered; (iv) the time spent performing the
service and (v) the hourly rate of each professional performing
services.

      -- A summary of Bryan Cave fees and expenses showing the
total amount billed on a monthly basis through January 31, 2001.

      -- Indenture Trustee's invoice for post-petition fees and
expenses.

BNY told the Court that it is entitled to the payment because it
has fulfilled its duties and responsibilities as Indenture
Trustee under the Indenture and the Trust Indenture Act
throughout the course of the Debtors' chapter 11 cases, by among
other things, issuing notices to bondholders concerning the
status of the chapter 11 cases, responding to individual
bondholder inquiries, and filing a proof of claim on behalf of
all Noteholders.

Moreover, at the organizational meeting of creditors, it was
appointed as a voting member of the Official Committee of
Unsecured Creditors by the United States Trustee, the Indenture
Trustee reminds the Court. The Indenture Trustee asserted that
its representation of the Noteholders on the Committee was
essential since the Notes are normally held by a large number of
small holders who rely on the Indenture Trustee for information
regarding the case and their potential recovery.

The Indenture Trustee also claimed entitlement to allowance of
its fees and expenses as an administrative expense in accordance
with bankruptcy law and by statute as a member of the Committee
and governing contracts.

Pursuant to the Plan, the Indenture is to submit the application
for payment of its outstanding fees and expenses, including its
counsel's fees and expenses and to provide a notice of an
objection period. The Plan also provides that unless an
objection is timely filed, the Court is to enter an order
approving the fees and expenses and upon confirmation, the
Debtor is to pay the Expenses.

Accordingly, the Indenture Trustee asked the Court to authorize
allowance of compensation for services rendered by it in the
amount of $26,513.90, and reimbursement of attorney fees and
expenses incurred in connection with those services up to
$60,040.51 ($50,221.26 + $4,319.25 + $5,500). The Indenture
Trustee also asked the Court to direct the Debtors to make
prompt payment to the Indenture Trustee of all unpaid portions
of these amounts.

            The United States Trustee's Objection

The United States Trustee raised doubts about the necessity or
reasonableness in the requested amount of $55,721.26 for Bryan
Cave's legal services and the estimated legal fees of $5,500.00.
To be eligible for reimbursement of counsel fees under 503(b)(3)
and 503(b)(4), the UST pointed out, the tasks performed by
counsel for a committee member must be in furtherance of legal
work for the committee as a whole. The UST saw neither needs nor
compelling reasons for personal counsel to assist the committee
member in the performance of its duties as a member of the
Committee.

In its objection, the UST also told the Court that:

      (1) The application describes neither needs nor compelling
reasons for personal counsel to assist the committee member in
the performance of its duties as a member of the Committee.

      (2) The application contains entries that are vaguely
described, specifically, the subject of telephone conversations
and many work entries are not identified.

      (3) Several distinct projects are lumped together so that
the reviewer does not know how much time was spent on each
project.

      (4) The positions of individuals providing services, their
rates of compensation and the number of hours worked are not
provided.

      (5) The application does not identify the rates charged for
expenses for computer services, delivery services, facsimile
transmissions and internal photocopying. (Vencor Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


W.R. GRACE: Honoring Prepetition Employee Obligations
-----------------------------------------------------
W. R. Grace & Co.'s 3,860 Employees are vital to daily
operations, maintaining positive employee morale is important,
and the reorganization effort will fail if W.R. Grace loses its
valuable employees, David B. Siegel, the Debtors' Senior Vice
President and General Counsel, told the Court.

Thus, the Debtor sought and obtained permission to honor all
pre-petition wage, salary and benefit obligations owed to their
Employees. The Debtors estimate approximately $725,000 is owed
on account of unpaid prepetition employee-related obligations.

James H.M. Sprayregen, Esq., from Kirkland & Ellis, advised
Judge Newsome at the First Day Hearing that no single employee
is owed more than the $4,650 priority accorded to employee
compensation claims under 11 U.S.C. Sec. 507 -- or if an
employee is, the Debtors will cap the payment to any single
employee at $4,650.

The Debtors told the Court that this Motion also contemplates
payments to 95 consultants who work as independent contractors
in the financial, information services, engineering, sales and
security areas. This Motion additionally contemplates payment of
amounts owed to temporary employment agencies.

The Debtors provided the Court with estimates of their Projected
2001 Employee-related costs and expenses:

      Wages and Salaries                          $238,800,000
      Annual Incentive Compensation Plan             7,500,000
      Sales Incentive Plans                          4,500,000
      Pay-for-Performance Plan                       1,200,000
      Six Sigma Bonus Program                          450,000
      Special IT Bonus Program                         120,000
      Premier Award Program                            125,000
      Outside Director Compensation                    400,000
      Executive Salary Protection Plan                 240,350
      Split-Dollar Life Insurance Plan                 570,000
      Financial Counseling Program                      30,000
      Personal Excess Liability Insurance               10,000
      Deferred Compensation Program                          0
      Outside Directors' Retirement Plan                     0
      Rabbi Trusts                                           0
      Executive Registry medical insurance              15,000
      Annual Physical Exams Program                     35,000
      Leased Car Program                                65,000
      Self-Insured Health Insurance Programs         6,800,000
      Partially Self-Insured Health Insurance        1,400,000
      Fully-Insured HMOs                             4,812,500
      Dental Coverage                                1,700,000
      Employee Life Insurance                        1,400,000
      Employee Travel Accident Insurance                63,000
      Voluntary Insurance Administration Fees           17,000
      Insured Short-Term Disability Coverage           575,000
      Libby Medical Program                            500,000
      Employee Assistance Programs                      94,000
      AT&T Telephone Cards                             425,000
      American Express Cards                                 0
      Cell Phones and Pagers                           350,000
      Automobile Leasing Program                     3,100,000
      SOS Card Medical & Evacuation Assistance           5,000
      Tuition Reimbursement                            650,000
      Grace Service Awards Program                     150,000
      Grace Dependent Care Connection Program           40,000
      International Benefit Protection Plan            300,000
      Colombian Pensions                                18,000
      Dividend Reinvestment Program                          0
      Grace Relocation Program                       2,500,000

For 6,700 covered Retirees, the Debtors estimate their Projected
2001 costs at:

      Grace Retiree Medical Program                 19,500,000
      Retiree Life Insurance Programs                1,100,000

Nothing in this request, the Debtors made clear and Judge
Newsome confirmed, contemplates an assumption nor precludes a
rejection of any agreement or policy that may be considered an
executory contract. (W.R. Grace Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDWIDE XCEED: Shares Subject To Delisting From Nasdaq Market
---------------------------------------------------------------
Worldwide Xceed Group, Inc. (NASDAQ:XCED), a digital strategy
and professional services firm, has been advised by The Nasdaq
Stock Market staff that it has determined that Xceed has failed
to comply with the minimum bid price requirement for continued
listing on The Nasdaq National Market as set forth in
Marketplace Rule 4450(a)(5). Xceed's common stock is therefore
subject to delisting from The Nasdaq National Market.

Under Marketplace Rule 4310(c)(8)(B), Xceed was provided 90
calendar days, or until April 5, 2001, to regain compliance by
maintaining a bid price of at least $1.00 for a minimum of ten
consecutive trading days prior to April 5, 2001. On March 21,
2001, Xceed implemented a ten for one reverse stock split which
has been ineffective in raising the bid price to $1.00.

Xceed has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Nasdaq staff's determination.
Xceed expects that its common stock will continue to trade on
The Nasdaq National Market pending outcome of the appeal. A
hearing date has not been set. There can be no assurance that
the Panel will grant Xceed's request for continued listing on
The Nasdaq National Market. If the Xceed's common stock is
delisted from The Nasdaq National Market, the common stock may
be eligible to trade on the Nasdaq over the counter bulletin
board.

                        About Xceed

Xceed (www.xceed.com) provides strategic consulting and digital
solutions to enable Fortune 1000 and other companies and market
leaders compete more effectively in the new economy. Xceed
leverages strategic relationships, vertical industry expertise,
and proprietary solutions to accelerate the development of e-
business models that make enterprises smarter, faster, and more
valuable. With more than 300 interactive professionals, Xceed is
headquartered in New York City with offices in Atlanta, Chicago,
Colorado Springs, Dallas, Los Angeles, Phoenix, Amsterdam, and
London.


BOND PRICING: For the week of April 16-20, 2001
-----------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '04                 53 - 55
Arch Comm 12 3/4 '07              33 - 34
Asia Pulp 7 Paper 11 3/4 '05      10 - 15 (f)
Chiquita 9 5/8 '04                54 - 56 (f)
Federal Mogul 7 1/2 '04           15 - 17
Fruit of the Loom 6 1/2 '03       57 - 58 (f)
Friendly Ice Cream 10 1/2 '07     56 - 59
Globalstar 11 3/8 '04              3 - 4 (f)
Level 3 Com 9 1/2 '08             63 - 65
Oakwood Homes 7 7/8 '04           38 - 40
Owens Corning 7 1/2 '05           25 - 27 (f)
PSI Net 11 '09                     6 - 9 (f)
Revlon 8 5/8 '08                  42 - 44
Sterling 11 3/4 '06               29 - 33
Trump AC 11 1/2 '06               66 - 68
TWA 11 3/8 '06                     2 - 4 (f)
Weirton Steel 10 3/4 '05          36 - 38


                            *********


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,
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Information contained herein is obtained from sources believed
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                      *** End of Transmission ***