TCR_Public/010418.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Wednesday, April 18, 2001, Vol. 5, No. 76


ACTEL INTEGRATED: Files Chapter 11 Petition in New Orleans
ARMSTRONG: Court Okays Lazard's Employment As Investment Bankers
BRIDGE INFORMATION: SunGard Responds to Reuters' Bid for Assets
COMPUTER LEARNING: Raises $23,000,000 From Asset Sale
DIGITAL LIGHTHOUSE: Executes Cost-Cutting Measures

DRUG EMPORIUM: Seeks Court's Nod On Retention, Severance Program
DVI INC.: Fitch Affirms Senior Debt Rating At BB-
FINE AIR: Seeks Approval Of Insurance Premium Finance Agreements
FRIEDE GOLDMAN: Foothill Capital Demand Payment Of $85.7MM Debt
FRUIT OF THE LOOM: Hires Auctioneers To Sell Misc. Union Assets

GENCOR INDUSTRIES: Finds Buyer & Agrees with Lenders on Plan
GENESIS HEALTH: Multicare Committee Gets to May 15 to File Claim
GRAND COURT: Files Chapter 11 Petition in New Jersey
HEALTH NETWORK: Colorado Insurer Places into Receivership
ICG COMM.: SNET Presses For Decision On Message Contract

INFU-TECH: Shares Subject to Delisting From the Nasdaq Market
INTASYS CORP.: Fails To Comply With Nasdaq's Listing Requirement
KUALA HEALTHCARE: Board Gives the Go Ahead For Bankruptcy Filing
LERNOUT & HAUSPIE: Proposes Key Employees Retention Program
LLOYD'S SHOPPING: Asks Court To Establish June 15 Bar Date

LOEWEN GROUP: Rejecting Consulting And Noncompetition Agreements
LTV CORP.: Moves To Revise CEO Bricker's Employment Agreement
LTV CORPORATION: Proposes Cuts In Retirement Benefits
MARCHFIRST: divine, inc. Agrees to Acquire HostOne Unit
MEDUCA INSURANCE: S&P Cuts Financial Strength Rating to BBpi

NORTHLAND CRANBERRIES: Talking To Lenders To Restructure Debt
NX NETWORKS: Reports Weak Fourth Quarter & Year End 2000 Results
OPHTHAMLIC IMAGING: Accumulated Deficit Reaches $15,000,000
OWENS CORNING: Seeks Order Enforcing Stay Against State Appeal
PACIFIC GAS: Use Of Mortgage Bondholders' Cash Collateral Okayed

PACIFIC GAS: Reports Financial Results for 2000
PENTAMEDIA GRAPHICS: Breaches Purchase Agreement With Film Roman
PLAY-BY-PLAY: Seeks Senior Lender's Okay To Restructure Debt
PRO AIR: GM & DaimerChrysler Consent to Use of Cash Collateral
RURAL/METRO: Banks Agree To Debt Covenant Waiver Extension

SELECT COMFORT: Negative Cash Flow Raises Going Concern Doubts
SOUTH FULTON: Tenet Healthcare Completes Acquisition
SSE TELECOM: Receives Nasdaq's Notice Of Non-Compliance
STARTEC GLOBAL: Looks For More Funds To Pay Debts
STROUDS: Court Okays $39.5MM Asset Sale To Strouds Acquisition

TELECOM CONSULTANTS: Will Auction Assets on April 19
TRACK 'N TRAIL: Files Chapter 11 Petition in California
VENCOR INC.: Selling Kingfish Headquarters Development Site
VOICE POWERED: Calls A Halt To Operations Due To Lack Of Capital
W.R. GRACE: Court Okays Continued Use Of Existing Bank Accounts

WINSTAR COMMUNICATIONS: Considering Filing For Bankruptcy
WORLD KITCHEN: Banks Agree To Amend & Restate Credit Facility

* Meetings, Conferences and Seminars


ACTEL INTEGRATED: Files Chapter 11 Petition in New Orleans
Actel Integrated Communications Inc., an integrated-
communications provider, filed for chapter 11 bankruptcy in the
U.S. Bankruptcy Court in New Orleans and shut down its
operations on Wednesday, according to The Mobile Register. The
Mobile, Ala.-based firm said that it was unable to find the cash
necessary to fuel continued growth. Actel President John Beck
said that the company's efforts to merge with Lake Charles, La.-
based CLEC Xspedius Corp., which provides DSL and other telecom
services, fell through on Tuesday, leaving the company no
alternative but to go out of business. "It's devastating," Beck
said. "We looked for a partner over the past 60 to 120 days,
thought we had something, and then it just didn't work out. As a
result, we had no choice but to do this. We just ran out of
cash." Actel was working on a $75 million venture-capital-
financed expansion of its network to about 20 cities in eight
states. (ABI World, April 16, 2001)

ARMSTRONG: Court Okays Lazard's Employment As Investment Bankers
Judge Farnan granted Armstrong Holdings, Inc.'s application to
employ Lazard as investment bankers, but required that if,
before the earlier of (i) the entry of an order confirming a
Chapter 11 plan in these cases (that order having become a final
order no longer subject to appeal), and (ii) the entry of an
order closing these Chapter 11 cases, Lazard believes that it is
entitled to the payment of any amounts by the Debtors on account
of the Debtors' indemnification, contribution, and/or
reimbursement obligations under the engagement, and the
indemnification provisions, including, without limitation the
advancement of defense costs, Lazard must file an application
therefore in this Court and the Debtors may not pay any such
amounts to Lazard before the entry of an order by this Court
approving the payment.

With regard to the Committee's concern about the Restructuring
Transaction Fee and the Sale Fee claimed by Lazard, Judge Farnan
has ordered that both fees will be reviewed by him under a
reasonableness standard upon proper application by Lazard
consistent with the requirements of the Bankruptcy Code and
Rules, notwithstanding any language to the contrary in the
Lazard engagement letter. However, Judge Farnan has stated that
his approval of the reasonableness of Lazard's fees will not be
evaluated solely on a hourly-based criteria. (Armstrong
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BRIDGE INFORMATION: SunGard Responds to Reuters' Bid for Assets
SunGard (NYSE:SDS) responded to the bid by Reuters Group Plc. to
buy certain assets of Bridge Information Systems, Inc.
(BRIDGE(R)), the financial data and news company currently
embroiled in Chapter 11 bankruptcy proceedings.

The auction for the competing bids is scheduled to begin on
April 19 at BRIDGE's law firm in New York City.

Robert Greifeld, SunGard's senior vice president, commented,
"SunGard took the initiative, and we are pleased that BRIDGE
accepted our terms and conditions as the lead bid. We are
convinced that SunGard's bid is in the best interests of BRIDGE
and its creditors, employees and customers, as well as SunGard's
shareholders. We firmly believe that our bid carries more speed
and certainty, since SunGard should not encounter the
significant contingencies facing a Reuters bid, including
challenges related to antitrust and employee retention. BRIDGE
should accept the best offer, and we believe that SunGard can
present the best offer with both a sensible business model and
the speed and certainty of closure that we bring to the

                          About SunGard

SunGard (NYSE:SDS) is a global leader in integrated IT solutions
and eProcessing for financial services. SunGard is also the
pioneer and a leading provider of high-availability
infrastructure for business continuity. With annual revenues in
excess of $1 billion, SunGard serves more than 10,000 clients in
over 50 countries, including 47 of the world's 50 largest
financial services institutions. Visit SunGard at

Trademark Info: SunGard and the SunGard logo are trademarks or
registered trademarks of SunGard Data Systems Inc. or its
subsidiaries in the U.S. and other countries. All other trade
names are trademarks or registered trademarks of their
respective holders.

COMPUTER LEARNING: Raises $23,000,000 From Asset Sale
H. Jason Gold, the Chapter 7 Bankruptcy Trustee for the Estate
of Computer Learning Centers, Inc., announced that the sale of
all CLC schools and other assets around the country has been
completed and that he has received all the funds, almost
$23,000,000, due from the sale. "Virtually all of the estate's
tangible assets have been disposed of and we are on track to
begin reviewing and processing claims this summer and disbursing
monies to creditors and students later this fall," said Mr.

The bankruptcy of CLC required that Mr. Gold and a team of
lawyers, accountants, operations and technology personnel to
deal with dissolving an operating business with 25 schools in 11
states, 1800 employees, and thousands of past and current
students. The Trustee continues to collect the debts owed to the
school by those who have graduated.

"This is a large and complex chapter 7 bankruptcy case that is
unparalleled in our region to date," said Mr. Gold, a
restructure and insolvency lawyer in McLean, Virginia. Gold's
firm, Gold Morrison & Laughlin PC, focuses its practice on
troubled technology companies. "We have been fortunate to have
the cooperation of virtually all the parties involved in the
case. So far we have had little to no litigation to delay our
progress. The filing of the bankruptcy had the direct result of
causing untold financial pain and distress for thousands of
employees, students and others. But once the case was filed, the
case became an example of the bankruptcy process working as it
was designed to work. Our team has been focused on doing the
things necessary to get money in the hands of those who have
suffered the most as quickly as possible."

DIGITAL LIGHTHOUSE: Executes Cost-Cutting Measures
Digital Lighthouse Corporation (Nasdaq: DGLH), a provider of
high economic value CRM technology and operations solutions,
announced financial results for year-end 2000. In addition, the
Company announced the completion of its financial restructuring
efforts that began in the third quarter of 2000, which are aimed
at allowing the Company to become EBITDA positive.

Commenting on recent Company initiatives, Tim O'Crowley,
Chairman and CEO of Digital Lighthouse Corporation, said: "Like
most firms in our industry, we have gone through a period of
transition; however, thanks to the hard work of our associates,
we have made significant changes that have allowed us to get
back on track in Q2. We anticipate being very close to EBITDA
breakeven (excluding non-cash compensation charges) in the near
future. Significant new client wins and a substantial pipeline
should enable Digital to perform well during the remainder of
2001 if we can successfully execute our business plan."

In the past six months, the Company has taken the following
measures to restructure its business:

      * Dramatic expense reduction, including discontinuation of
        some unprofitable operations and associated revenue.

      * Restructuring under-performing acquisitions.

      * Focused efforts on expanding the breadth and depth of
        relationships with key professional services clients

      * Redefining the Company's sales and marketing model away
        from direct sales and toward partnership-based selling.

      * Reorganization of CRM delivery systems for scalability.

      * Increased focus on high demand CRM technology solutions,
        including content management, analytics, and transaction

                    Expense Reduction Initiatives

In September 2000 the Company initiated a major cost-
restructuring program that was completed at the end of Q1 2001.
Quarterly operating expense has been reduced by approximately $5
million. Digital Lighthouse believes that its cost reduction
program will bring its operating expense in line with projected

     Restructuring initiatives included:

     * Personnel reductions totaling 265 employees.

     * Closing of unprofitable facilities.

     * Write down of certain revenues primarily associated with

With regard to the expense reductions, Mr. O'Crowley noted:
"While the restructuring process included eliminating some
revenue associated with terminated operations, at the end of the
day, we have a better, more profitable mix of business and a
greatly reduced breakeven point. The restructuring, including
the write down of approximately $2 million in Q4 2000 revenues,
primarily associated with contracts obtained through the
acquisitions, and the hiring and training of professional
services personnel to assist in delivery of programs in Q2 2001
and beyond, was both difficult and expensive including the
short-term negative impact on gross operating margins; however,
we believe that now we have a much stronger company going

"We enter the second quarter with a strong backlog, a greatly
reduced expense structure, growing margins, and total focus on
CRM solutions where client demand remains strong. Our client
base is primarily made up of blue chip clients, including
Merrill Lynch, Sony, Solomon Smith Barney, Deutsche Bank, among
others. Recent new client wins include Lehman Brothers, Heller
Financial, American Century, and Orbitz. While the economy
remains weak, our clients continue to spend money on those
projects, which have rapid payback -- exactly what our CRM
solutions are designed to do.

"Currently, while continuing down the path of achieving
profitability, we need to take steps to strengthen our balance
sheet. In this regard, our independent auditor intends to
include a going concern qualification in its opinion. We are
taking steps to remedy the situation including the potential
sale of assets associated with the closed facilities, increase
in our credit facility, and other strategic alternatives."

                    Delisting Notification

On April 5, 2001 Digital Lighthouse was notified by the Nasdaq
that the Company had failed to maintain a minimum market value
of public float of $5 million and a minimum bid price of $1.00
over 30 consecutive trading days as required by The Nasdaq
National Market under Marketplace Rules. Digital Lighthouse has
90 days from this date, or until July 5, 2001, to remedy the
situation or the Company will be delisted from the Nasdaq
National Market. Digital Lighthouse intends to make the
necessary modifications in order to comply with the Nasdaq
rules. There is no guarantee that the Company will be in
compliance with these rules by the specified date, and Digital
Lighthouse could be delisted from the exchange.

                   About Digital Lighthouse

Digital Lighthouse is the premier provider of customer
relationship solutions. The Company's Customer Relationship
Management Professional Services team provides CRM-focused
strategic consulting; content, knowledge, and document
management; interface design and web development; customer
knowledge programs and data analytics; and customer interaction
and transaction processing systems.

DRUG EMPORIUM: Seeks Court's Nod On Retention, Severance Program
Drug Emporium Inc. is asking the U.S. Bankruptcy Court to
approve a retention and severance program for its key employees.
The retention plan, designed to encourage managers and other key
employees to stay with the company through its reorganization,
provides for a bonus equal to 20% of the employee's annual
salary, pro-rated for the transition period, with a minimum
payment based on a four-month period. The transition runs from
the petition date to the date a reorganization plan takes effect
or the sale of Drug Emporium's assets is completed, whichever is
earlier. (ABI World, April 16, 2001)

DVI INC.: Fitch Affirms Senior Debt Rating At BB-
Fitch has affirmed DVI, Inc's senior debt rating at `BB-' and
revised the Rating Outlook from Stable to Negative. The rating
affects $155 million 9.875% senior notes due 2004.

DVI's rating reflects the company's solid market position and
generally improving health care finance sector, and good asset
quality. The Negative Rating Outlook reflects Fitch's concerns
related to DVI's lower profitability, business growth exceeding
internal capital formation, limited funding diversity and
alternatives for raising equity capital for the specialty
finance sector.

DVI's operating momentum weakened during the first half of
fiscal 2001. The decline in profitability was due to weakness in
the company's net interest margin principally due to the high
cost impact of the $80 million Latin American securitization
completed in August 2000. Given the higher cost of political
risk insurance and special reserves, Fitch believes the blended
cost of funding from this transaction is higher than the
intercompany loans used to finance these assets previously.

Weaker results in the medical receivables finance business and
higher delinquency rates also dampened earnings for the first
half of fiscal 2001. The net managed interest margin declined
from 4.82% for the fiscal year ended June 30, 2000, to 3.94%
annualized for the six months ended Dec. 31, 2000. The company
has taken certain actions to help improve the net interest
margin; however, a significant increase is not expected

Absent future equity infusions, capital is likely to come under
pressure in future periods due to the company's robust
origination capability and moderate internal capital formation.
DVI's equity to managed assets stood at 10.12% at Dec. 31, 2000,
which represents a reduction from 10.85% at June 30, 1999 and
13.04% at June 30, 1998. DVI remains reliant upon warehouse
facilities for short-term funding and securitization for
permanent long-term funding.

Headquartered in Jamison, Pa., DVI is an independent, specialty
commercial finance company providing asset-based lending to the
health care industry. The company's core business is financing
large-ticket diagnostic equipment for outpatient centers,
clinics, and doctors groups in the United States and Europe, and
through joint ventures in Latin America and Asia/Pacific Rim.

FINE AIR: Seeks Approval Of Insurance Premium Finance Agreements
Fine Air Services Corp., et al. seeks authority to obtain credit
and approval of insurance-premium finance agreements with First
Insurance Funding Corp. The financing agreements allow the
debtors to pay the total combined premiums of $2.2 million over
the course of one year, for a finance charge of about 8%.

The debtors believe that entering into these financing
agreements is a sound exercise of their business judgment. It
allows them to continue both their cargo legal liability and
general aviation insurance coverage without interruption.

The debtors seek authorization to obtain credit and grant under
the terms of two Premium Finance agreements and Disclosure
Statements with FIFC. One of the agreements provides financing
in connection with aviation insurance coverage (FIFC will
finance a $1,559,040 insurance premium) and the other with cargo
legal liability insurance coverage (FIFC will finance a $260,000
insurance payment).

The debtors are represented by Mark D. Bloom, Greenberg Traurig,

FRIEDE GOLDMAN: Foothill Capital Demand Payment Of $85.7MM Debt
Friede Goldman Halter, Inc. (NYSE: FGH), on April 13, 2001,
received a Notice of Continuing Events of Default and Demand for
Payment, from Foothill Capital Corporation, under which Foothill
demands the immediate payment of $85.7 million, plus interest
and various other costs, within five (5) days of the date of the

Friede Goldman Halter also announced that it would not make the
interest payment due on March 15, 2001, on its $185.0 million
principal amount of 4 1/2% convertible notes. The 30-day grace
period provided under the indenture relating to the convertible
notes expired Monday.

Friede Goldman Halter is a world leader in the design and
manufacture of equipment for the maritime and offshore energy
industries. Its operating units are Friede Goldman Offshore
(construction, upgrade and repair of drilling units, mobile
production units and offshore construction equipment); Halter
Marine (construction of vessels for commercial and governmental
markets); FGH Engineered Products (design and manufacture of
cranes, winches, mooring systems and other types of marine
equipment); and Friede & Goldman Ltd. (naval architecture and
marine engineering).

FRUIT OF THE LOOM: Hires Auctioneers To Sell Misc. Union Assets
Union Underwear owns parcels of real estate, buildings,
structures and fixtures. Union Underwear has determined that a
sale of such assets through public auctions or private sales are
in the best interests of Fruit of the Loom, Ltd., its creditors
and the estates. Management has determined that the retention of
a professional auctioneer with experience and expertise in the
auction and sale of property is the most cost-effective and
organized method for soliciting offers to purchase and
consummating the sale and transfer of assets.

In selecting a potential auctioneer, Fruit of the Loom sought a
candidate or group of candidates with access to a nationwide
network of potential buyers, resources to manage a large
portfolio of properties and significant experience in marketing
similar industrial assets.

Management conducted a search for auctioneers using professional
directories and referrals. Five potential candidates were
invited to respond to a formal request for proposal, which was
distributed around December 14, 2000. Each of the potential
candidates was required to perform substantial and costly due
diligence on the assets prior to submitting a proposal. Four of
the five agreed to such conditions and submitted proposals. Two
elected to submit a joint proposal. The proposals were carefully
evaluated and Fruit of the Loom invited two of the candidate
groups to make presentations based on their proposals. After the
presentations, Michael Fox International Inc., of Baltimore,
Maryland, Myron Bowling Auctioneers Inc., of Hamilton, Ohio, and
International Textile Machinery Sales Inc., from Kings Mountain,
North Carolina, were invited to act as auctioneers based on
their combined experience and pricing terms. The pricing
provides for premiums based on asset sale prices-not hourly
rates. Fruit of the Loom told the Judge that there will be
little risk of duplication of efforts and costs to the estates.

The services the auctioneers are to provide include:

      (a) tag, catalog and otherwise prepare the assets to the
          extent necessary to induce buyers to submit bids;

      (b) furnish assistance as required to consummate the sale
          and transfer of assets to obtain the highest price

      (c) supervise on-site inspections prior to the sale of any

      (d) respond to and manage all presale inquiries from
          prospective buyers;

      (e) additional and related services as may be requested by
          Union Underwear.

The auctioneers will apply to the Court for payment of
compensation and reimbursement of expenses in accordance with
the Code. The auctioneers will charge (a) a buyer's premium of
5% of the gross sale proceeds, including deposits or advances
applied against any purchase price; (b) and fees of (i) .75% of
the first $6,000,000 of the net sale proceeds, excluding the 5%
mentioned above; (ii) 2% of the next $2,000,000 and (iii) 3.25%
of any proceeds in excess of $8,000,000. The 5% charge is to be
paid by the buyer, not the estates of Fruit of the Loom. The
auctioneer will charge a buyer's premium of 10% of the gross
proceeds from the sale of any personal property. This personal
property premium will be paid by the buyer of the assets.

Fruit of the Loom provides assurances that all auctioneering
parties meet the legal definition of a "disinterested person."
Supporting affidavits by Adam Reich of MFI, Myron Bowling
president of MBA, and Del Ezell of ITMS are included with the

Judge Walsh agrees that employment of the auctioneers is in the
best interests of those involved and grants the motion. (Fruit
of the Loom Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GENCOR INDUSTRIES: Finds Buyer & Agrees with Lenders on Plan
Gencor Industries, Inc., Orlando based manufacturer of
industrial process machinery, reached an agreement in principle
with its lender group for the long term refinancing of the
Company, and a consensual plan of reorganization. The terms of
the agreement are considered by management to be favorable in
all aspects to the Company, and will facilitate its early
emergence from Chapter 11. The final agreement will be
incorporated into a consensual plan to be presented to the Court
next week.

Additionally, the Company said that a buyer has been selected
and a final contract executed for the sale of its CPM Group
which manufactures machinery primarily for the production of
animal feed. The Court has approved the sale procedures and the
Company expects the sale to close before May 30, 2001. Gencor's
CPM Group will be sold for $52 million to Compass International
Inc., a Connecticut based company that invests in businesses to
resell them or take them public. (New Generation Research, April
16, 2001)

GENESIS HEALTH: Multicare Committee Gets to May 15 to File Claim
Genesis Health Ventures, Inc., The Multicare Companies, Inc.,
and the Multicare Committee agreed that the Bar Date for the
Multicare Committee to file proofs of claim against the GHV
Debtors will be extended to May 15, 2001 at 4:00 p.m.
(Genesis/Multicare Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

GRAND COURT: Files Chapter 11 Petition in New Jersey
On March 20, 2000, Grand Court Lifestyles, Inc. filed a petition
for reorganization in the United States Bankruptcy Court,
District of New Jersey under Chapter 11 of the United States
Bankruptcy Code.

On March 14, 2001, as part of the Bankruptcy process and while
analyzing a transaction which occurred prior to the
capitalization of Grand Court Lifestyles as of April 1, 1996,
senior management determined (i) that the Company has overstated
its liabilities by $5,000,000 since the initial capitalization
of Grand Court Lifestyles as of April 1, 1996 and (ii) the
Company has overstated its assets by approximately $4,900,000
since April 1, 1996. The net effect of such overstatements has
been an understatement of Grand Court Lifestyle's net worth by
approximately $100,000 during such period.

HEALTH NETWORK: Colorado Insurer Places into Receivership
Standard & Poor's assigned its 'R' financial strength rating to
Health Network of Colorado Springs after the Colorado
Commissioner of Insurance placed the company into receivership
because it could not meet the state requirement of $1 million in
surplus funds.

Health Network's shortfall was $300,000 in December 2000, when
the insurer's board voted to pursue an equity partnership with
medical management firm Pacific Health Dimensions. That
partnership was never completed because the insurer's financial
plight worsened.

According to Colorado statute, failed health insurers cannot go
into bankruptcy. Instead, they are liquidated.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations, Standard
& Poor's said.

ICG COMM.: SNET Presses For Decision On Message Contract
SNET Diversified Group, Inc., appearing through Michael B.
Joseph of the Wilmington firm of Ferry & Joseph PA, and Tracy
Alan Saxe of the New Haven firm of Saxe, Eustace & Vita, asked
Judge Walsh to order ICG Telecom Group, Inc., to assume or
reject a contract between Telecom and SNET under which SNET and
Telecom provide each other with message signaling services.

The contract between SNET and Telecom had an initial term of one
year, but renewed automatically for successive one-year terms
unless terminated by either party ninety days before the end of
the initial term or subsequent terms. As of the Petition Date,
no notice of termination had been given by either party, so that
the contract automatically renewed for the period through
November 2001.

Message signaling is an unregulated activity of SNET and
Telecom, and the service is furnished in a competitive market
place. SNET is not a monopoly in providing message signaling
services, and there is significant competition in this area.
Therefore, when the Court signed an interim and final order
prohibiting utilities from altering, refusing or discontinuing
services, the order applied to utility providers, and SNET was
nominally listed as such a provider. However, no hearing or
other determination was made as to whether SNET was a utility
within the meaning of the Bankruptcy Code. SNET asserted it is
not a utility, and is entitled to have Telecom accept or reject
the contract so that it will know whether Telecom will continue
to provide message signaling services to SNET and whether
Telecom will continue to utilize the facilities provided by SNET
to Telecom.

The pricing of SNET to Telecom is:

Service                  Monthly Recurring   Non-recurring
                          Access Charges      Translation Charges
-------                  -----------------   -------------------
OnNet Network Charges    $60 per route          $120 per route
per signaling route

ExpandedNet Network      $120 per route         $200 per route
Charges per signaling route

Offnet Network Charges Routes
per signaling route ------

                 1-50     $200 per route         $120 per route
                51-100    $160 per route         $120 per route
               101-300    $120 per route         $120 per route
               301-500    $100 per route         $120 per route
               501+       $ 88 per route         $120 per route

STP Port & Link Access
SS7 link charges      TBD depending on network  $500 per link
                       Interconnection points
Port Charges             $450 per port          $900 per port

Maintenance charge: $225 per hour

(ICG Communications Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

INFU-TECH: Shares Subject to Delisting From the Nasdaq Market
Infu-Tech, Inc. (Nasdaq: INFU) received a notice from Nasdaq on
April 12, 2001, that it does not now comply with the minimum net
tangible assets requirement for the Nasdaq National SmallCap
Market and is therefore subject to delisting from the National
Nasdaq SmallCap Market. The company intends to appeal the
determination pursuant to the procedures set forth in the Nasdaq
marketplace rules. A hearing is planned, and any delisting of
the company's securities will not occur until after a hearing
had taken place and an outcome had been determined.

In addition, Infu-Tech commented on the effect that Kuala
Healthcare Inc.'s intention to file under Chapter 7 of the
Bankruptcy Code would have on the company. The Board of Kuala, a
37% stockholder of Infu-Tech, has voted to authorize Kuala to
file under Chapter 7 of the Bankruptcy Code.

In addition to being Infu-Tech's largest stockholder, Kuala owes
Infu-Tech approximately $2.6 million, the company said. Although
this debt is secured by most of the Infu-Tech shares Kuala owns,
and by a mortgage on a Kuala property, Infu-Tech expects to
reduce its net worth by the amount of the Kuala debt shortly
after Kuala files. This most likely will cause Infu-Tech to have
a negative shareholders' equity.

A spokesman for Infu-Tech explained that even if Infu-Tech
forecloses on the shares Kuala owns, the effect would be to
reduce Infu-Tech's net worth by the amount of the debt satisfied
by the foreclosure. With regard to the mortgage on the Kuala
property, there are questions both about the amount for which
the property could be sold under current market conditions and
the effects of a Kuala bankruptcy filing on the mortgage.

Infu-Tech does not believe that its operations will be affected
by the expected Kuala bankruptcy filing. However, the bankruptcy
filing will end the possibility of Infu-Tech's receiving
installment payments with regard to the sum owed by Kuala.

INTASYS CORP.: Fails To Comply With Nasdaq's Listing Requirement
Intasys Corporation (Nasdaq:INTA) announced that it received a
Nasdaq Staff Determination on April 9, 2001, indicating that the
Company has failed to comply with the minimum bid price
requirement for continued listing and is subject to delisting
from the Nasdaq SmallCap Market.

The Company will file, on or before April 19, 2001, a request
for a hearing before the Nasdaq Qualifications Panel to review
the staff determination. The Company's stock will continue to be
traded on the Nasdaq SmallCap Market pending the final decision
by the Panel.

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

Intasys' management is also currently exploring strategic
options to maximize shareholder value. Further, the Company will
announce its financial results for the year ended December 31,
2000 on April 18, 2001.

                     About Intasys Corporation

Intasys Corporation provides strategic investment capital and
management assistance to companies in the new media and
telecommunications sectors. Intasys has also acquired positions
in such dynamic companies as Inc., TECE, Inc., (OTC
BB: TENC), interWAVE Communications Internal, Ltd. (Nasdaq:
IWAV), LTRIM Technologies Inc., Inc., ESP Media Inc.
and Tri-Link Technologies Inc. The Company is also a global
provider of wireless, Internet-compatible billing and customer
information systems.

KUALA HEALTHCARE: Board Gives the Go Ahead For Bankruptcy Filing
Kuala Healthcare, Inc. (OTC) announced that its Board of
Directors has authorized it to file under Chapter 7 of the
Bankruptcy Code. The filing is expected to be made shortly.

The company said that its decision is based on the severe
problems affecting the nursing home industry overall. Kuala's
core area of activity has been in this industry.

Kuala's nursing home subsidiaries had been forced earlier to
seek relief under Chapter 11 of the Bankruptcy Code. Efforts to
reorganize the subsidiaries have not been successful. Meanwhile,
Kuala became subject to a significant judgment to a debt
security holder that it was unable to resolve. This situation
was expected to severely handicap the company's ability to fund
its ongoing activities. The company said that the board of
directors decided that the only course for Kuala is to liquidate
under the Bankruptcy Code.

LERNOUT & HAUSPIE: Proposes Key Employees Retention Program
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.,
acting through Gregory W. Wekheiser, Robert J. Dehney, and
Michael Busenkell of the Wilmington firm of Morris Nichols,
Arsht & Tunnel, and Luc A. Despins, Allan S. Brilliant, and
James C. Tecce of the New York firm of Milbank Tweed Hadley &
McCloy, asked that Judge Wizmur approve a key employee retention
program and authorize its implementation.

As a high-technology enterprise, a major portion of the
intangible asset value of the Debtors rests with the human
capital represented by the employee workforce. The Debtors rely
extensively on certain key employees to enable them to compete
in high-technology fields where innovation, research and product
development are essential to survive, if not surpass, the
competition. Since the inception of these Chapter 11 cases, the
uncertainty and unpredictability associated with the
reorganization process has led to attrition among valuable

The Debtors' management, with the assistance of
PricewaterhouseCoopers LLP, its financial advisors, has
identified 292 key employees, and an additional 241 software
engineers and other technology experts, from an employment base
of 5,963 people worldwide, with a base salary payroll of
approximately $212,770,000, whose continued contribution is
critical to both the reorganization effort an the prospect of a
successful emergence from Chapter 11. The Debtors and PwC have
designed a key employee retention program to provide these
employees with financial incentives to remain with the Debtors
through emergence from Chapter 11. The retention program
consists of basic severance, enhanced severance, annual
performance incentives, and stay bonuses. The Debtors believe
that the retention program will curb the departure of key

PwC has determined that these programs are necessary given the
United States companies' current competitive position with
respect to cash compensation. Its compa-ratios are .91 for base
salaries and .89 for total cash compensation. Further, current
and projected salary increases have been reported by other high-
technology companies. Other significant factors are the
unemployment rates in Massachusetts and Connecticut, the fact
that actual salaries paid to professionals and managers rise
above the national average in the United States communities
where the Debtors employ a majority of its workforce, and the
fact that the Debtors' stock-based compensation has been
rendered worthless.

The key employees are assigned to nine organizational tiers:

      Tier 1: Executive office (0 key employees)
      Tier 2: Senior Vice President (9 key employees)
      Tier 3: Vice President (23 key employees)
      Tier 4: Senior Director (43 key employees)
      Tier 5: Director (48 key employees)
      Tier 6: Senior Manager (84 key employees)
      Tier 7: Manager (61 key employees)
      Tier 8: Professional (22 key employees)
      Tier 9: Entry-level Professional (2 key employees)

The key employee retention program is intended to apply only to
those active employees specifically identified by the Debtors;
however, the Debtors reserve the right to determine whether a
particular employee is a key employee and whether such key
employee is entitled to payments under the retention program,
including, but not limited to, the right to determine that an
employee who is promoted or hired to replace a departed key
employee is eligible to participate in the key employee
retention program. Executive Office key employees either are or
will be covered by individual contracts.

                        Types of payments

The key employee retention program consists of six types of
payments designed to ensure retention:

      (1) Basic severance program. This program provides
essentially the same severance payments to United States
employees authorized by the Court in January 2001 under the
Basic Severance Program. This is one weeks' base salary for each
year of service, with a 20-week cap on credited years of

      (2) Enhanced severance program. This program provides
eligible United States-based employees with an additional
severance benefit to be paid in the event that a change in the
general direction of these companies makes a particular key
employee's services no longer necessary. In the event of such a
change, terminated key employees will receive the greater of the
amounts to which they are entitled under the enhanced severance
program or the basic severance plan.

      (3) Annual incentive plan. This program establishes
incentive opportunities that will replace existing non-
commission, annual incentive or bonus plans. The actual amount
will be based on corporate and business unit financial
objectives set against three performance levels: (i) threshold
(readily attainable), (ii) target (aggressive plan), and (iii)
stretch (highly demanding). A component of the annual incentive
plan is the success bonus, which will replace the annual
incentive plan for certain key employees in the event that their
business unit is sold prior to the end of fiscal 2001.

      (4) Stay bonus program. This program provides participants
with payments at various intervals up to and subsequent to
either the emergence from Chapter 11 or certain defined
intervening events (such as a merger) to encourage them to
remain with the Debtors. Stay bonuses will be paid over a
contiguous period beginning as of December 2000, and concluding
after the effective date of emergence from Chapter 11 or the
intervening event.

      (5) Technology retention plan. This plan involves bonus
payments for 241 additional, sought-after individuals, given
their experience and expertise, in the Debtors' technology
divisions, who are not otherwise eligible for stay bonus
payments. Contemplated employees include software engineers, MIS
professionals, and information technology experts.

      (6) CEO discretionary pool. This will be a discretionary
pool of $500,000 to be set aside for global use in retaining
selected individuals not otherwise covered by the stay bonus
program, or whose stay bonuses are later deemed by the CEO to be
insufficient in a changing environment.

The type of incentive payment offered varies with the
geographical location of the key employee; i.e., whether the
employee is located in Europe and Asia, or the United States and

                       Program Summary

Europe and Asia:

      (a) Annual incentive plan for selected European executives
          Cost: approximately $246,556 at target levels
          Measure: award is a percentage of annual base salary

Title                                  Performance Level
                              Threshold      Target     Stretch
VP and GM                      17.5%          35%        70%
President, LHT                 10.0%          20%        40%
President, Mobile Solutions    10.0%          20%        40%
General counsel                10.0%          20%        40%
VP and GM International        10.0%          20%        40%
SVP HR                         10.0%          20%        40%

      (b) Stay bonus plan (selected European executives)
          Cost: approximately $245,556
          Measure: award is a percentage of annual base salary

Title                                Award Opportunity
                               Monthly accrual        Annual %
VP & GM                             2.90%              35%
President, LHT 1.67% 20%
President, Mobile Solutions         1.67%              20%
General Counsel                     1.67%              20%
VP & GM International               1.67%              20%
SVP HR                              1.67%              20%

      (c) Stay bonus plan (81 key employees, Tiers 3-9)
          Cost: approximately $732,262
          Measure: award is 15% of annual base salary

United States and Canada

      (a) Basic severance plan (all United States employees). As

      (b) Enhanced severance plan (key employees)
          Cost: contingent upon events

              Tier             Minimum months x base salary
              ----             ----------------------------
               1                       By contract
               2                           18
               3                           12
               4                            6
               5                            3
               6                            3
               7                            3
               8                            3

      (c) Technology retention plan (241 technology employees)
          Cost: $1,600,000 (pool is 10% of group's payroll,
                capped at $1.6 million)
          Measure: will pay participants up to 12% of base salary
                   for performance against stated goals

      (d) Annual incentive plan
          Cost: approximately $3,791,911 (at target)
          Measure: award is a percentage of base salary

            Tier                     Performance Level
                         Threshold      Target        Stretch
             1                       by contract
             2              25%           50%           100%
             3              17.5%         35%            70%
             4              12.5%         25%            50%
             5               7.5%         15%            30%
             6               5%           10%            20%
             7               4%            8%            16%
             8               2.5%          5%            10%
             9               2.5%          5%            10%

      (e) Success bonus (component of annual incentive plan)
          Measure: pool is 1% of gross proceeds realized on sale
                   of Business unit; bonus will not be less than
                   the Annual incentive plan bonus at target

      (f) Stay bonus program
          Cost: $4,058,317
          Measure: award is percentage of base salary

             Tier               Award opportunity
                          Monthly accrual     Annual %
               1                    by contract
               2              3.33%              40%
               3              2.50%              30%
               4              2.08%              25%
               5              1.67%              20%
               6              1.25%              15%
               7               .83%              10%
               8               .83%              10%

The Debtors advised Judge Wizmur that the total cost of the key
employee retention program, including the CEO discretionary pool
of $500,000, is $11,175,602. The key employee retention program
provides benefits to 292 employees (plus an additional 241
employees relating to the technology retention plan) out of a
total workforce of approximately 6,000.

The Debtors argued in support of their Motion that
implementation of the key employee program constitutes a sound
exercise of their business judgment, and is an effective way of
combating the uncertainty and unpredictability of the current
environment, which is admittedly causing widespread attrition.
The Debtors said that competitors of the Debtors are attempting
to lure the employees of the Debtors away from stressful working
conditions by offering more attractive employment packages and a
more certain future. The publicized financial difficulties of
the Debtors, transitions in management and officer positions,
regulatory proceedings in the United States and Belgium, and the
increase in employee responsibilities associated with managing
the businesses of debtors-in-possession have begun to erode
employee morale. The Debtors believe this is an efficient and
cost-effective method of meeting those problems.

Recent labor force reductions also have resulted in heightened
employee anxiety. The Debtors already terminated the employment
of 264 employees as part of an overall labor force reduction of
800 employees worldwide (including non-debtor affiliates). The
Debtors also contemplate that an additional 400 employees will
be terminated by the end of the first quarter of 2001. These
abrupt departures have further eroded employee morale and have
generated an environment of uncertainty which either makes
employees anxious, and hence unproductive, or compels them to
leave the company in pursuit of more lucrative and secure
positions. These programs are necessary to retain key employees
critical to the reorganization effort. (L&H/Dictaphone
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

LLOYD'S SHOPPING: Asks Court To Establish June 15 Bar Date
Lloyd's Shopping Centers, Inc. seeks court authority to fix June
15, 2001 at 5:00 PM, as the last date to file proofs of claim
against the debtor. The motion will be present to the Honorable
Stuart M. Bernstein, U.S. Bankruptcy Court, New York, NY, on
April 18, 2001 at 12:00 PM.

The debtor is represented by Sanford P. Rosen & Associates, PC,
New York, NY.

LOEWEN GROUP: Rejecting Consulting And Noncompetition Agreements
At The Loewen Group, Inc.'s behest, Judge Walsh has authorized
the rejection of agreements of:

Type                Non-Debtor Party     Fees under Agreement
----                ----------------     --------------------
Non-competition       Robert Page          $37,500 per year
                       Barbara Page

Non-Competition       James J. Prata        $3,375 monthly

(funeral director of  Thomas C. Mitchell   $29,747/yr. and
Funeral Homes in CA)                        benefits

Employment            Victoria I. Mitchell $26,728/yr. and
(administrative assistant                   benefits
& assistant to
the funeral director of
te Funeral Homes in CA)

Employment            Arthur C. Mitchell   $39,900/yr. and
(funeral director and                       benefits
manager of the
Funeral Home and
Licensed insurance agent)

Consulting            Marjorie H. Mitchell $30,000 per year
(Consultant to and
VP of the Funeral
Home, CA)

Employment            Jeffrey Houston      $50,000 per year and
(Manager of                                 benefits
3 Cemeteries owned by
Devotional Gardens, Inc.
1 in Warsaw, 2 in Clinton)

Management            Keven Wandy          $150,000 per year and

The Debtors have determined that the burdens of complying with
each of the Agreements outweigh the benefits to their estates of
continued performance under the agreement. Accordingly, in the
exercise of their business judgment, the Debtors believe that
rejection of the Agreements would be in the best interests of
their estates and creditors.

Motions for the rejection of the following agreements have been
adjourned to April 9, 2001 in the face of objections:

Type                Non-Debtor Party        Fees under Agreement
----                ----------------        --------------------
Non-Competition     J. Barry Turner           $40,000 per year

Non-Competition     Marilyn C. Lindgren       $15,000 per year
Consulting          Marilyn C. Lindgren        $5,000 per year

Consulting          Ronald Browning           $10,000 per year

Consulting          Byron R. Sawyer           quarterly
                                               installments of

Consulting          Tom Sawyer               $200,000 payable in
                                              installments Of

Consulting          Marcia Echols             $12,000 per year

Consulting          Joe Trevino               $21,600 per year
                     (as employee)              to the parties
                     Irma Trevino (Mrs.)
                     (as consultant)

Non-competition     George E. Coleman, Sr.   $187,500 on closing
                     Sarah W. Coleman           $2,625 per year

Consulting          Callaghan Corp            $50,000 per year
Non-competition     John Callaghan             $2,000 per year

(Loewen Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

LTV CORP.: Moves To Revise CEO Bricker's Employment Agreement
The LTV Corporation asked Judge Bodoh to approve revised
compensation and retention arrangements with William H. Bricker,
under which Mr. Bricker will serve as the Chairman of the Board
of Directors and the Chief Executive Officer of the Debtor The
LTV Corporation.

Prior to the Petition Date, Mr. Bricker entered into an
agreement with LTV to serve as its chairman and CEO. Under this
agreement, Mr. Bricker received, among other things, an annual
base salary of $700,000, plus certain stock options and housing,
transportation and expense reimbursement benefits. Since the
Petition Date, the scope of Mr. Bricker's services has expanded
greatly because of the Debtors' need to restructure under
Chapter 11. In fact, Mr. Bricker has been pivotal in the
Debtors' smooth transition to operations in Chapter 11 and the
ongoing development of the Debtors' long-term strategic business
plan. Mr. Bricker's prepetition compensation arrangement was
thus inadequate to compensate him for the substantial
contributions that he is making to the Debtors and their estates
in this expanded role. Accordingly, the Debtors proposed to
enter into a new compensation and retention agreement with Mr.

The terms of the Bricker agreement are:

      Term: From date of approval by the Court through June 30,

      Base Salary: $700,000, or at a higher rate as the Board of
            Directors may determine

      Retention Payments: $1,000,000 payable one-third on each of
            June 30, 2001, December 31, 2001, and June 30, 2002

      Acceleration of Payments: Confirmation of plan, decision to
            liquidate, election of successor CEO, involuntary
            termination without cause, or death

      Disability: Payments of base salary and bonus continue

      Housing and transportation: Provide apartment in Cleveland
            with tax gross-up and car allowance

      Pension and other benefits: None

LTV Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-00900)

LTV CORPORATION: Proposes Cuts In Retirement Benefits
Bankrupt LTV Corp. said it would eliminate medical benefits for
retirees and make sizeable cuts to workers' pensions in order to
save money, according to the Associated Press. Company officials
said that without those cuts, the Cleveland-based steel maker
could be forced to shut down by September. Under the proposal
outlined by LTV executives, the Cleveland-based steelmaker would
cut pensions, eliminate medical benefits for retirees, freeze
wages, shorten vacations and eliminate jobs. "It's outrageous,"
said Dennis Henry, president of United Steelworkers of America.
"I don't think the vast majority of our retirees can afford it.
It would send people into poverty." Henry said the union will
likely reach an agreement with LTV, but not under the terms
proposed this week.

LTV filed for bankruptcy on Dec. 29 after three unprofitable
years. With the assistance of steelworkers, creditors and a
consulting firm, the company hopes to return to profitability
before it's forced to close. (ABI World, April 16, 2001)

MARCHFIRST: divine, inc. Agrees to Acquire HostOne Unit
divine, inc., (Nasdaq: DVIN), announced today that it has signed
an agreement to acquire marchFIRST's HostOne application hosting
unit, subject to bankruptcy court approval and in consideration
of assuming marchFIRST's obligations to Microsoft Corp. divine
and Microsoft have agreed to work together to restructure these
obligations and integrate HostOne's operations into divine's
alliance with Microsoft.

"The acquisition of HostOne has been a key aspect of the
marchFIRST transaction from the start. We want to assure all of
HostOne's employees and customers that we are doing everything
we can to expedite this process. The managed applications
business is prime for enormous growth as businesses seek to
deploy next generation solutions that enable them to go beyond
managing internal processes to managing the interactions between
all their business communities," said divine Chairman and Chief
Executive Officer Andrew Filipowski. "We are seeing a new wave
of enterprise interaction capabilities emerge that will mandate
that businesses form tight partnerships with vendors that can
not only deploy these solutions, but also provide the
infrastructure to manage them."

                     About divine, inc.

divine, inc., (Nasdaq: DVIN) develops and markets leading
enterprise interaction management solutions for the global
enterprise. divine's enterprise-scale Web-based software
solutions, leading-edge services, and managed applications
businesses are the principal components of its integrated
vertical business solutions. Together these solutions greatly
expand access to a company's core business processes and harness
the power of the internal and external information sources that
drive their business. The divine best-of-breed software platform
and targeted business solutions empower company stakeholders
with the ability to collaborate and to efficiently gather and
focus critical real-time information in order to increase
productivity, make more informed decisions, and increase loyalty
in their business community. divine's services capabilities
combine world-class strategy, technical implementation,
branding, and integrated marketing capabilities to assure
successful outcomes of leading-edge e-business solutions.
Founded in 1999, Chicago-based divine is a leader in promoting
the development and growth of new technologies, products, and
services that dramatically change how businesses manage
information, engage their constituents, and develop new market
opportunities, positioning them for success through future
advances in the business Internet. For more information, visit
the company's web site at .

MEDUCA INSURANCE: S&P Cuts Financial Strength Rating to BBpi
Standard & Poor's lowered its financial strength rating on
Medica Insurance Co. to double-'Bpi' from triple-'Bpi'.

This rating action is based on the company's deteriorating
capitalization, increased leverage, weak liquidity, and high
business concentration risk in a difficult, competitive

The company is a regional provider of group accident and health
coverage, including full-risk, copay, and deductible products.
Headquartered in Minneapolis, Minn., and licensed in Minnesota,
North Dakota, and Wisconsin, the company derives more than 98%
of its total revenue from Minnesota.

Major Rating Factors:

      -- Pursuant to discussions with the state department of
commerce, the holding company, Medica Health Plans, provided the
company with a surplus note of $6 million to meet capital
stipulations for the property/casualty risk-based capital
calculation the department required as of year-end 1999. This
led to an increase in policyholder surplus to $32.4 million as
of September 2000, from $21.8 million at year-end 1999. The
company's NAIC risk-based capital ratio is weak.

      -- The company has high leverage, as measured by the ratio
of premiums and liabilities to surplus, at 10.3 times.

      -- The company has weak liquidity, as measured by a ratio
of 87.3% for 1999, in Standard & Poor's model.

      -- The company has a high level of geographic and product-
line concentration.

      -- Operating performance has been marginal, with the time-
weighted return on revenue from 1996 to 1999 at 1.7%. The
company's net loss was $3.3 million in 1999. Its risk-adjusted
ROA is weak.

The company (NAIC:12459) is ultimately owned by Allina Health
System., which was formed by the merger of HealthSpan Health
Systems Corp., the largest hospital system in Minnesota; and
Medica Health Plans, a Minnesota not-for-profit HMO. The company
is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings with
a 'pi' subscript are reviewed annually based on a new year's
financial statements, but may be reviewed on an interim basis if
a major event that may affect the insurer's financial security
occurs. Ratings with a 'pi' subscript are not subject to
potential CreditWatch listings.

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

NORTHLAND CRANBERRIES: Talking To Lenders To Restructure Debt
Northland Cranberries, Inc. (Nasdaq: CBRYA), manufacturer and
marketer of Northland 100% juice cranberry blends and Seneca
fruit juice products, today reported fiscal 2001 second quarter
financial results for the period ended February 28, 2001. Total
revenues recorded for the three-month period were $32.4 million.
Net loss for the quarter was $1.4 million, or $0.07 per share,
compared to fiscal 2000 second quarter net loss of $21.0
million, or $1.04 per share, on revenues of $68.6 million. The
net loss for the fiscal 2000 second quarter included a $27.0
million pre-tax lower of cost or market charge to cost of sales
to reduce the carrying value of the cranberry inventory. That
charge on an after-tax basis was approximately $16.5 million, or
$.81 per share.

For the six-month period ended February 28, 2001, the company
reported revenues of $77.2 million. Net loss for the period was
$1.2 million, or $0.06 per share. During the comparable period
last year, net loss was $20.7 million, or $1.02 per share, on
revenues of $143.6 million.

The company also reported that it is currently in default under
the terms of its forbearance agreements with its bank lenders
and an insurance company, and that it is in active negotiations
with those lenders regarding potential refinancing and other
measures designed to regain compliance with the terms of those
agreements and the company's other debt arrangements.

John Swendrowski, Northland Chairman and CEO, stated "While our
second quarter performance resulted in a loss, we feel we have
made significant improvement over last year and that the
elements in our restructuring plan and our renewed focus on
emphasizing profitability over increasing sales are beginning to
take effect. Our selling, general and administrative expenses as
a percentage of revenues decreased significantly during the
first six months of fiscal 2001, primarily as a result of
tighter control over expenses, decreased staff levels and the
restructure of our sales and marketing operations. At the
operating level, prior to interest and tax considerations, we
generated income of $691,000 for the quarter and $4.9 million
for the six-month year-to-date period.

"Our branded sales efforts continue to be adversely impacted by
heavy price discounting and promotional activity by our
competitors. However, we expect improvement over time as
consumers become aware of the reformulation of our entire
product line to contain 27% cranberry juice. We are currently
conducting a print media campaign in national magazines designed
to introduce the reformulated products to our target audience.

"Obviously, refinancing of our bank debt remains one of our top
priorities. Although we are in default of certain covenants in
our forbearance agreements, we are continuing to negotiate with
our current lenders in an effort to restructure our debt. We are
also investigating numerous other financing alternatives and
strategic options," Swendrowski said.

Northland is a vertically integrated grower, handler, processor
and marketer of cranberries and value-added cranberry products.
The company processes and sells Northland brand 100% juice
cranberry blends, Seneca brand juice products, Northland brand
fresh cranberries and other cranberry products through retail
supermarkets and other distribution channels. Northland also
sells cranberry and other fruit concentrates to industrial
customers who manufacture juice products. With 24 growing
properties in Wisconsin and Massachusetts, Northland is the
world's largest cranberry grower. It is the only publicly-owned,
regularly-traded cranberry company in the United States, with
shares traded on the Nasdaq Stock Market under the listing
symbol CBRYA.

NX NETWORKS: Reports Weak Fourth Quarter & Year End 2000 Results
Nx Networks, (Nasdaq: NXWX) a leader in next generation Internet
Telephony solutions, announced financial results for the year
ended December 31, 2000.

Revenues for the year ended December 31, 2000 were $27.2 million
compared to $31.2 million for the year ended December 31,1999.
The net loss for the year ended December 31, 2000 was $180.7
million or $5.31 per share compared to $26.2 million or $2.17
per share for the year ended December 31,1999. $122.6 million of
the loss for FY 2000 was attributable to an increase in non-cash
charges for impairment, in-process research and development, and
amortization, without which the loss per share would have been
$1.71 compared to $2.17 for FY 1999.

"Market weakness and organizational deficiencies accounted for
the disappointing fourth quarter results," said John E. DuBois,
Nx Networks Chairman and CEO. "During the first quarter we
restructured and rebuilt the organization to focus on key
markets and applications that will impact revenue early in the
second quarter."

Revenues for the three months ended December 31, 2000 were $3.1
million compared to $9.9 million for the 3 months ended December
31, 1999. The net loss for the three months ended December 31,
2000 was $92.2 million or $2.60 per share compared to $20.3
million or $1.48 per share for the three months ended December
31, 1999.

The Company expects that it may need additional capital during
the 2nd quarter of 2001. The Company's independent auditors have
issued a going concern opinion on the Company's December 31,
2000 financial statements.

                      About Nx Networks

Nx Networks, an award-winning provider of innovative Internet
telephony solutions, offers a complete range of Voice over
Internet Protocol (VoIP) gateways, and Virtual Private
Networking (VPN) Routers. Headquartered in Herndon, VA, Nx
Networks provides secure, seamless end-to-end interoperability
and voice service products to service providers, corporations
and carriers in more than 83 countries worldwide. The company
continues to enhance performance of its Nx 6000 Series Carrier-
Class Media Gateway/Router; Nx 2200 Media Gateway and Nx 3000
Series Gateway Router which drive their feature- rich, secure,
flexible, scaleable, expandable and cost-effective next
generation VoIP and VPN voice and data convergence solutions.
Additional information about Nx Networks can also be found
online at http://www.nxnetworks.comor by calling 888-552-3300.

OPHTHAMLIC IMAGING: Accumulated Deficit Reaches $15,000,000
Ophthalmic Imaging Systems was incorporated under the laws of
the State of California on July 14, 1986. The Company,
headquartered in Sacramento, California, is engaged in the
business of designing, developing, manufacturing and marketing
digital imaging systems and image enhancement and analysis
software for use by practitioners in the ocular health field.
Its products are used for a variety of standard diagnostic test
procedures performed in most eye care practices.

Ophthalmic Imaging Systems Inc. has experienced operating losses
for each fiscal year since its initial public offering in 1992.
At December 31, 2000, the Company had an accumulated deficit in
excess of $15,000,000 and its current liabilities exceeded its
current assets by more than $2,000,000. The Company continues to
experience cash flow deficits and there can be no assurance that
the Company will be able to achieve or sustain significant
positive cash flows, revenues or profitability in the future.

OWENS CORNING: Seeks Order Enforcing Stay Against State Appeal
In 1991 Earlven Gauthe and Johnnie Johnson and other plaintiffs
brought a state court action against Owens Corning and other
defendants. In 1996, a Louisiana trial court issued judgment in
favor of Gauthe and Johnson, and against Owens Corning and other
defendants, in the amounts of $1,976,047 and $21,622.22,
respectively. Owens Corning appealed these judgments and posted
supersedeas bonds, in the amounts of $2,462,458 and $20,082,
respectively. Continental Casualty Company posted these bonds on
behalf of the Debtors.

In January 2001, Gauthe and Johnson, through their counsel
Landry & Swarr LLC, filed a Motion seeking an order substituting
Continental Casualty Company in its capacity as the surety of
Owens Corning in the Louisiana Court of Appeals. This motion
seeks an order of the Louisiana Court of Appeals substituting
Continental, as appellant, for Owens Corning in the state court
action. In this way, the Debtors claim that Gauthe and Johnson
seek to avoid the effect of the automatic stay, permit their
appeal to proceed, and eventually collect on the supersedeas
bonds. The Louisiana Court issued a Rule to Show Cause which
directed Owens Corning to show cause why the state court motion
should not be granted. In February 2001, several judgment
debtors and co-appellants in he state court action - Peter
Territo, Steven Kennedy, J.D. Roberts, and American Motorists
insurance Company, Commercial Union insurance Company, Highlands
Insurance Company, and Travelers Indemnity Company, as asserted
insurers for the liability of James O'Donnell, deceased, George
Kelmell, deceased, J.D. Roberts, Steven Kennedy, Peter Territo,
and John Cartney, deceased - joined in Gauthe's and Johnson's
state court motion. These co-appellants also urged that
Continental be substituted for Owens Corning as a party
appellant. In doing so, they apparently intend to pursue their
contribution claims against Continental rather than Owens

The Debtors claimed that the filing of the state court motion by
Gauthe and Johnson, and the joinder of the other co-appellants,
constitutes a violation of the automatic stay of creditor action
attendant upon the filing of a bankruptcy petition. The Debtors
therefore asked Judge Fitzgerald to enforce that stay with
respect to the state court motion, determining that any actions
taken in the state court action since the Petition Date are null
and void, and directing Gauthe, Johnson, and the other co-
appellants to cease and desist from any further actions with
respect to the state court action.

The Debtors also asserted that substitution of Continental would
not eliminate Owens Corning from the appeal. Rather, if
Continental is ordered to stand in Owens Corning's shoes, it
will necessarily require Owens Corning's participation and
cooperation because Continental has no independent knowledge of
the issues on appeal. Thus, even if not a party appellate, Owens
Corning would continue to be embroiled in this appeal. The state
court motion therefore seeks relief that, if granted,
effectively would compel Owens Corning to continue with the
state court action. The Debtors told Judge Fitzgerald that such
an approach is diametrically opposed to the purpose and effect
of the stay, which is to afford debtors a breathing spell and
opportunity to reorganize their financial affairs without the
pressure of ongoing prepetition litigation.

               The Official Committee says "Me too"

The Official Committee of Unsecured Creditors incorporates the
Debtors' motion and urged that it be granted.

           The Stipulation: Gauthe and Johnson stand alone

The Debtors and each of Commercial Union Insurance Company,
American Motorists Insurance Company, Highlands Insurance
Company, Travelers Indemnity Company, Peter Territo, Steven
Kennedy, and J. D. Roberts, have resolved the enforcement motion
by stipulating and agreeing that:

      (a) upon entry of Judge Fitzgerald's Order approving the
stipulation, the co-appellants will, within five days, withdraw
their support for the state court motion. The Co-appellants may
attend further proceedings on the state court motion held by the
state court, but shall take no position inconsistent with or
contrary to this stipulation in such proceedings, absent further
order of the Bankruptcy Court;

      (b) Upon court approval of this stipulation, the Debtors
shall be deemed to waive any and all right or entitlement to
seek or collect actual damages, including costs and attorneys'
fees as well as punitive damages sanctions or fines, against the
co-appellants or their attorneys for any actions taken by the
co-appellants or their attorneys through the date of this Order
in connection with the state court motion;

      (c) The co-appellants reserve the right to file a motion
for relief from the automatic stay with respect to the state
court action. The Debtors reserve the right to oppose such a

      (d) Notwithstanding anything in the stipulation to the
contrary, the co-appellants may continue to oppose the motion
filed by Gauthe and Johnson in the state court to sever the
Debtors from the state court action;

      (e) This stipulation and order resolves the motion only as
against the co-appellants. The Debtors may continue to pursue
the Motion against Gauthe and Johnson or their counsel, and to
reserve their rights to seek any relief set forth in the motion.

                  Judge Fitzgerald's Order

Judge Fitzgerald ordered that the stipulation be implemented
immediately. (Owens Corning Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

PACIFIC GAS: Use Of Mortgage Bondholders' Cash Collateral Okayed
BNY Western Trust Company is the successor Indenture Trustee
under the First and Refunding Mortgage of Pacific Gas and
Electric Company dated December 1, 1920, and fourteen
supplements thereto dated April 23, 1925, October 1, 1931, March
1, 1941, September 1, 1947, May 15, 1950, May 1, 1954, May 21,
1958, November 1, 1964, July 1, 1965, July 1, 1969, January 1,
1975, June 1, 1979, August 1, 1983, and December 1, 1988. These
bonds were issued in series and bear annual interest rates
ranging from 5.85% to 8.80%. At the Petition Date, the aggregate
amount of issued and outstanding Bonds was approximately $3.8
billion (including about $336 million of Bonds held in PG&E's
treasury). Additional bonds may be issued subject to CPUC
approval, up to a maximum total amount outstanding of $10
billion, assuming compliance with indenture covenants for
earnings coverage and available collateral to secure that debt.

The Indenture requires PG&E to make semi-annual sinking fund
payments for the retirement of the bonds and to pay interest.
The annual amount of interest and sinking fund payments
currently accruing on the issued and outstanding Bonds is
approximately $300 million (comprised of interest of about $262
million and sinking fund payments of about $38 million). Bonds
maturing in the next three years are:

      $361 million maturing in March 2002,
      $339 million maturing in August 2003, and
      $338 million maturing in March 2004.

All of the Utility's real and personal property is subject to a
lien that provides security to the holders of the Utility's
First and Refunding Mortgage Bonds. The Bondholders' Collateral
includes, inter alia, all of PG&E's interest in money,
documents, instruments, accounts, chattel paper, general
intangibles, contract rights and other things in action, and all
proceeds thereof. The Indenture Trustee perfected its security
interest by filing a UCC Financing Statement on July 8, 1965 in
the Office of the California Secretary of State, and various
amendments to and continuations of that financing statement. As
reflected by the Debtor's publicly filed financial reports, the
Debtor's property, plant and equipment, which is a part of the
Bondholders' Collateral, had a net book value in excess of $12
billion as of September 30, 2000, to secure repayment of $3.8
billion to the mortgage bondholders.

"The Debtor cannot preserve the value of its business without
authority to use cash, negotiable instruments, deposit accounts,
and other cash equivalents in which the Debtor's estate and the
Indenture Trustee have an interest, including without limitation
the proceeds, products, offspring, rents, and profits of such
property," Kent M. Harvey, PG&E's Senior Vice President-Chief
Financial Officer, Controller and Treasurer, told the Court. "If
not authorized to use such Cash Collateral, I believe that the
Debtor will have insufficient financial resources to purchase
electricity and gas, meet its payroll obligations, and pay the
myriad other expenses required to operate its business, and
thereby provide essential gas and electricity service to
millions of customers," Mr. Harvey continued.

Accordingly, by this Motion, the Debtor sought authority to use
the Mortgage Bondholders' cash collateral and provide the
Indenture Trustee with an adequate protection package including:

      (A) a replacement lien;

      (B) post-petition interest payments as they fall due; and

      (C) post-petition sinking fund payments as they fall due.

The replacement lien provides the Mortgage Bondholders with an
$8.5 billion equity cushion, James L. Lopes, Esq., from Howard,
Rice, Nemerovski, Canady, Falk & Rabkin, relates. The post-
petition payments, in fact, make the bankruptcy process a
virtual non-event for the Mortgage Bondholders. In short, the
Debtor's offer provides the Mortgage Bondholders with more than
adequate protection.

Continued operation of PG&E's business will undeniably preserve
the Debtor's going-concern value, Judge Montali observed. To
maintain its operations, the evidence shows that the Debtor
needs access to the Mortgage Bondholders' cash collateral.
Pursuant to 11 U.S.C. Sec. 363(c), the Debtor has authority,
through the conclusion of a final hearing on May 9, 2001, at
which the Court will entertain any objections to this Motion, to
use the Mortgage Bondholders' Cash Collateral to the extent
necessary to avoid immediate and irreparable harm to the estate.
(Pacific Gas Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

PACIFIC GAS: Reports Financial Results for 2000
PG&E Corporation (NYSE:PCG) said that the absence of certain
regulatory treatment facing its California utility unit required
the utility unit to record an after-tax accounting charge of
$4.1 billion against its income for the year. It did so because
it could no longer meet the accounting standards requiring
probable recovery of more than $6 billion in wholesale costs
incurred by Pacific Gas and Electric Company last year to buy
power on behalf of its utility customers. As a result of the
charge, PG&E Corporation reported a net loss for the year of
$3.4 billion, or $9.29 per share. Also, the Corporation
announced on April 6, 2001, that its utility unit has sought
protection under Chapter 11 of the U.S. Bankruptcy Code,
believing that the federal court will provide the best venue to
resolve the financial challenges associated with the California
energy crisis.

"While standard accounting rules required the utility to record
a charge against earnings for unreimbursed wholesale and
transition costs, taking this charge does not diminish our
conviction that the utility is entitled under law to recover
these costs, nor does it diminish our ongoing lawsuit in Federal
District Court," said PG&E Corporation Chairman, CEO and
President, Robert D. Glynn, Jr. Glynn added that, should these
costs ultimately be deemed recoverable, the utility could
reestablish these assets and recognize income in the future.

Excluding this charge and other non-recurring items, PG&E
Corporation reported net income from operations for the year of
$925 million, or $2.54 per diluted share, compared with net
income from operations in 1999 of $826 million, or $2.24 per
share, a 13 percent increase. On an operating basis, the
company's results exceeded its goal to grow operating earnings
by 8 to 10 percent per year.

The increase in net income from operations primarily reflects
the continued growth and strong performance of the corporation's
unregulated business unit, the National Energy Group, which grew
its earnings from operations by 165 percent over 1999. Income
contributions from Pacific Gas and Electric Company for 2000
rose approximately 2 percent over 1999 results.
"While overshadowed by the extraordinary impacts of the
California energy crisis," said Glynn, "we demonstrated
continued solid performance on an operating basis. We are proud
of that accomplishment, even as we are deeply dissatisfied at
reporting a substantial net loss due to the uncertainty around
the recovery of our wholesale power and transition costs."

                Pacific Gas and Electric Company

Operating revenues at Pacific Gas and Electric Company in 2000
were $9.6 billion, compared with $9.2 billion in 1999. The unit
reported net income from operations of $769 million, or $2.11
per diluted share, compared with $763 million, or $2.07 per
share, for last year. However, on an overall basis, the utility
reported a net loss of $3.5 billion, reflecting two non-
recurring charges. Most significantly, as noted, financial
reporting standards required the unit to record an after-tax
write-off of $4.1 billion in uncollected wholesale power and
transition costs that no longer met the accounting standard
requiring that they be probable of recovery. The utility's net
results also included a non-recurring charge of $79 million, or
$0.22 per share, reflecting the utility's inability to fully
utilize tax benefits of losses in California.

The utility's Diablo Canyon Nuclear Power Plant completed
another year of outstanding operations in 2000 and was once
again given high marks and superior ratings by the Nuclear
Regulatory Commission and the Institute of Nuclear Power
Operations. Other successes at the utility included continued
implementation of cost-efficient measures as well as efforts to
strengthen customer service programs. Last year, for example,
Pacific Gas and Electric Company became one of the first
utilities in the country to allow customers a full range of
Internet-based service, from scheduling appointments to managing
their accounts.

For much of 2000, however, the utility's resources were focused
intensively on managing the California energy crisis, taking
whatever measures possible to ensure that it could continue
purchasing and delivering electricity and natural gas on behalf
of its customers.

                PG&E National Energy Group

The PG&E National Energy Group (NEG) continued to make strong
contributions to the Corporation's overall results. The NEG
increased its profitability substantially over last year,
earning net income from operations of $162 million, or $0.45 per
diluted share, on revenues of $16.6 billion for 2000, compared
with $63 million, or just $0.17 per share, on revenues of $11.6
billion in 1999.

The NEG's net income from operations for 2000 excludes several
non-recurring items. The unit incurred a charge of $40 million,
or $0.11 per share, as an adjustment to the loss on its
disposition of its retail energy services business. These
charges were offset partially by a favorable actualization of
$20 million, or $0.06 per share, on the sale of its Texas
natural gas liquids and natural gas pipeline business, which
closed in December 2000.

The NEG turned in four consecutive solid quarters across the
board in 2000. In the electric generation operations, the
company continued its aggressive development and construction
efforts, and secured turbines that will enable it to bring
16,000 megawatts of new capacity on line. The NEG also continued
to secure additional capacity through strategic tolling
agreements.(1) In the NEG's natural gas transmission operations,
the unit experienced increased demand for capacity on the NEG's
Northwest pipeline, and it moved forward with development of the
North Baja pipeline project. Positive power and gas trading
margins in all regions led to the favorable performance within
the energy trading operation, with the majority of its
contribution coming from the Northeast.

         Continuing Efforts to Resolve the Energy Crisis

PG&E Corporation and its California utility continue to pursue
multiple avenues for managing and resolving the California
energy crisis, including legal actions through the courts,
negotiations with regulators and elected officials, and dialogue
with lenders and creditors while the utility works to achieve a
solution to the crisis.

"We are committed, on behalf of our creditors, our shareholders
and our customers, to successfully guiding our utility unit
through the Chapter 11 reorganization process while maintaining
our strong dedication to operating our utility business with a
focus on providing safe and reliable service," said Glynn. "We
also intend to continue to execute our strategy for growth in
our NEG business, building on the accomplishments of 2000 and
continuing to build that unit's contribution to shareholder

PENTAMEDIA GRAPHICS: Breaches Purchase Agreement With Film Roman
Film Roman Inc. (OTCBB:ROMN) in a filing with the Securities and
Exchange Commission stated that it had formally notified
Pentamedia Graphics Ltd. that Pentamedia was in material breach
of the Stock Purchase Agreement signed Jan. 31, 2001, under the
terms of which Pentamedia was to purchase 60 percent of newly
issued common stock of Film Roman for $15,000,000.

Film Roman, at Pentamedia's request, had extended the payment
date from the original date of March 26, 2001, until April 13,
2001. Pentamedia failed to make such payment.

Film Roman Chief Executive Officer John Hyde stated: "Pentamedia
Graphics informed Film Roman in early March that it was
considering alternatives to restructure the fixed payment under
the Stock Purchase Agreement, apparently due to the drastic fall
in Pentamedia's share price and the cancellation on March 5,
2001, by Lazard of Pentamedia's $35,000,000 offering of Global
Depositary Receipts.

"In an attempt to restructure the deal, Pentamedia made a series
of proposals lowering the initial cash to be paid and extending
the remainder of the cash payments into the future.
"Finally, Pentamedia indicated that it could not pay any cash
and proposed to change the all-cash payment to a payment
consisting entirely of Global Depositary Receipts of Pentamedia,
which trade on the Luxembourg Exchange, with no guaranteed floor
on the market value of the GDRs. The Film Roman board of
directors rejected this offer as not in the best interests of
its shareholders."

Hyde continued: "Having just completed two of the best quarters
since going public and having no debt and just under $3,000,000
in cash, there is no need to accept a highly volatile security
in return for our shares. The funds from Pentamedia were
primarily for future expansion and are not needed for day-to-day

In the filing, Film Roman stated that it will pursue all legal
remedies available to it under the executed Agreement. Under the
terms of the existing Agreement, Pentamedia has 15 days to cure
the breach before Film Roman can terminate the Agreement and
initiate arbitration proceedings.

PLAY-BY-PLAY: Seeks Senior Lender's Okay To Restructure Debt
Play-By-Play Toys & Novelties, Inc. (Nasdaq: PBYP) said that the
holders of its Convertible Debentures have agreed to extend the
standstill period until Monday, April 30, 2001 in order for the
Company to secure the senior lender's consent to certain terms
of the agreement between the Company and the holders of the
Convertible Debentures to restructure and extend the final
maturity of the Debentures.

The Company previously announced that it had reached an
agreement in the form of a term sheet with the holders of its
Convertible Debentures to restructure and extend the final
maturity of the Debentures until December 31, 2002. The
agreement is subject to the payment by the Company of past due
principal and interest due under the Debentures.

As a result of defaults outstanding under the Company's senior
credit facility, the Company is prohibited from making payments
of principal or interest to subordinated creditors without the
consent of its senior lender. For the recently reported quarter
ended January 31, 2001, the Company violated net worth covenants
of its senior credit facility. The Company is also in default in
the payment of principal and interest due under the Debentures
which has resulted in the violation by the Company of certain
cross-default covenants of its senior credit facility. The
Company, the holders of the Debentures and the senior lender
remain in discussions relative to the principal and interest
payment provisions of the agreement. There can be no assurance
that the senior lender will approve the payment by the Company
of past due principal and interest due under the Debentures, or
that the Company will be able to satisfactorily restructure the
Debentures. If the Company is unable to secure the senior
lender's approval of the payments, or fails to restructure and
extend the Debentures, all amounts would be due and payable and
the Company has insufficient funds to satisfy such obligations.

Play-By-Play Toys & Novelties, Inc. designs, develops, markets
and distributes a broad line of quality stuffed toys, novelties
and consumer electronics based on its licenses for popular
children's entertainment characters, professional sports team
logos and corporate trademarks. The Company also designs,
develops and distributes electronic toys and non-licensed
stuffed toys, and markets and distributes a broad line of non-
licensed novelty items. Play-By-Play has license agreements with
major corporations engaged in the children's entertainment
character business, including Warner Bros., Paws, Incorporated,
Nintendo, and many others, for properties such as Looney
Tunes(TM), Batman(TM), Superman(TM), Garfield(TM) and

PRO AIR: GM & DaimerChrysler Consent to Use of Cash Collateral
Pro Air, Inc. d/b/a Pro Airlines seeks approval of a second
stipulation and authority to use cash collateral. Pro Air is an
airline with its corporate headquarters in Seattle, Washington
and its hub for airline operations in Detroit, Michigan.

Pro Air and the Lender, General Motors Corporation and
DaimlerChrysler Corporation, have entered into a second
stipulation for consensual use of cash collateral. Pro Air
currently owes the Lender approximately $7 million. Pro Air
requests authority to expend approximately $252,000 for items
identified in the Budget.

Pro Air is about to exhaust the $1,050,000 it was authorized to
borrow from International Union (DIP Lender) that it was
authorized to borrow pursuant to the Financing Agreement and has
little or no unencumbered cash and no current revenue. Unless
Pro Air is authorized to use additional cash collateral or
borrow additional money, it claims it cannot pay even its most
basic ongoing expenses.

The debtor is represented by Timothy W. Dore, Ryan, Swanson &
Cleveland PLLC.

RURAL/METRO: Banks Agree To Debt Covenant Waiver Extension
Rural/Metro Corporation (Nasdaq:RURL) has agreed to a new waiver
of covenant compliance under its $150 million revolving credit
facility through August 1, 2001.

Lenders have agreed to the company's waiver proposal, which
included the payment of $1.25 million in principal. Also at the
company's request, its banks will not charge an administrative
fee for this waiver. Further, the company will retain an
additional restructuring consultant to join its current advisory
team to assist in negotiations with the company's banks.

Jack Brucker, president and chief executive officer, said, "It
is clear that we have made significant progress, and will
continue to take actions to improve financial performance while
delivering the highest quality health and safety services to our
customers. We look forward to continuing discussions with our
lenders and our advisors regarding our bank debt. We appreciate
the cooperation and support our banks have provided throughout
this process and remain committed to actively pursuing a
permanent resolution."

Mr. Brucker continued, "We have successfully redefined and
refocused our domestic ambulance operations during the past
year, taken important steps to strengthen the balance sheet,
increase cash flow, enhance the quality of revenue and service
our debt. Through these actions, the company has demonstrated
its fundamental strength and status as a leading, national
provider of medical transportation and safety services."

The company also continues to fully honor the commitments and
covenants of its $150 million senior notes issued in March 1998.
Brucker continued, "We were very pleased to make our $5.9
million bond interest payment as scheduled last month as we
enter our fourth year of continuous, 100 percent performance on
this important financial obligation." Rural/Metro's senior notes
mature in 2008.

Rural/Metro Corporation provides mobile healthcare services,
including emergency and non-emergency ambulance transportation,
fire protection and other safety-related services to municipal,
residential, commercial and industrial customers in more than
400 communities throughout the United States and Latin America.

SELECT COMFORT: Negative Cash Flow Raises Going Concern Doubts
Select Comfort Corporation (Nasdaq:SCSS) announced that it has
filed its annual report on Form 10-K with the Securities and
Exchange Commission, reporting its final results for the fourth
quarter and year ended December 30, 2000.

For the fourth quarter of 2000, net sales were $64.1 million
compared to $68.1 million for the fourth quarter of 1999. The
company reported a net loss of $25.1 million, or $1.39 per
share, for the fourth quarter of 2000, compared to a net loss of
$6.0 million, or $0.33 per share, for the fourth quarter of
1999. For the year ended December 30, 2000, net sales were
$270.1 million compared to $273.8 million in 1999. The company
reported a net loss of $37.2 million, or $2.09 per share, for
2000, compared with a net loss of $8.2 million, or $.45 per
share, for 1999.

There has been no change in the business operating results for
these periods from the earnings reported by the company on
February 20, 2001, however, the final results for 2000 include a
non-operating and non-cash charge of $21.1 million, or $1.18 per
share, related to the write-off of the company's deferred tax
assets (comprised primarily of net operating loss
carryforwards). The write-off of the deferred tax assets does
not impair the company's ability to use its net operating loss
carryforwards upon achieving profitability. The audit opinion of
the company's independent accountants contains an explanatory
paragraph expressing substantial doubt about the company's
ability to continue as a going concern as a result of negative
cash flows.

The company also stated that it expects to report a loss for its
first quarter ended March 31, 2001 of approximately $9.8
million, or $0.54 per share. The loss for the first quarter is
due in part to continuing adverse sales volume trends
attributable primarily to reduced advertising levels in late
2000 and January 2001, as well as to the slowing economy. The
first quarter results were also adversely impacted by the timing
of media expenditures, which were increased in February and
March, but won't significantly impact sales until later in the
year. The adverse sales volume trends in the first quarter of
2001 have been offset in part by the realization of the benefits
of the company's cost reduction efforts undertaken in 2000. The
company expects to report its full first quarter results during
the week of April 23, 2001.

The company stated that it has been pursuing a private placement
of Senior Secured Convertible Debentures in a minimum aggregate
principal amount of $10 million and a maximum aggregate
principal amount of $12 million. The principal amount of the
Debentures would (i) be secured by a lien on the Company's
assets (subordinated to up to $5 million of senior bank
financing), (ii) mature five years after the closing, (iii) bear
interest at 8% payable annually in cash, and (iv) be convertible
into common stock, initially at the rate of $1.00 per share,
subject to anti-dilution provisions. In addition, for each
$1,000,000 in principal amount of Debentures purchased,
investors would receive detachable warrants to purchase up to
300,000 shares of common stock of the company at an initial
exercise price of $1.33 per share, subject to anti-dilution
provisions. The issuance of the Debentures would further be
subject to customary representations, warranties and covenants,
including specified events of default that may result in the
acceleration of the maturity of the Debentures, as well as
certain conditions to closing, including (i) the sale of
Debentures in the minimum principal amount of $10 million, (ii)
the receipt of binding proxies from holders of more than 50% of
the company's outstanding shares of common stock to vote in
favor of the transaction, (iii) the receipt by the company's
Board of Directors of a fairness opinion from an independent
financial advisor, (iv) satisfactory due diligence and (v) the
execution and delivery of definitive documentation.

"As noted in our 10-K, we expect that we will require between $2
million and $8 million of additional working capital during the
second and third quarters," said Jim Raabe, Select Comfort vice
president and CFO. "This is due to a variety of factors,
including the slowing economy, the seasonality of our business,
the timing of advertising expenditures, and working capital
needs as we build inventory to support new wholesaling
opportunities. As we have not been able to secure adequate
asset-based debt financing, we have recently been aggressively
pursuing $10 million to $12 million of equity-based financing.
We remain confident that we will be able to secure this
financing to meet our liquidity needs."

Following the completion of a financing transaction, the company
plans to request its auditors to reissue their opinion without
the going concern qualification. The company's auditors have
made no commitments to the company concerning the reissuance of
their opinion.

"Less than a year ago, our new management team established a
turn-around strategy focused primarily on three areas:
rightsizing our cost structure; creating bold new marketing
programs to build breakthrough levels of consumer awareness of
our innovative product; and expanding profitable distribution,"
said Bill McLaughlin, Select Comfort president and CEO. "Though
we have been slowed by the recent downturn in the economy, we
are beginning to realize substantial progress on each of these
fronts. The aggressive cost reduction efforts taken in 2000
began to deliver significant benefits in the first quarter of
2001. We have implemented further cost reduction measures in
2001 that will provide additional benefits in the second half of

"Sales volume remains our critical issue. We expect sales
volumes over the last three quarters of 2001 to stabilize in
comparison with 2000 levels as media spending is more
consistent. We do not expect additional weakening of consumer
confidence. Initial wholesale distribution through both a
leading home furnishings retailer and over the QVC shopping
channel has been successful and will be expanded. The
repositioning of our product, brand and marketing message around
the SLEEP NUMBER(R) bed, launched in eight initial markets, has
dramatically increased consumer awareness levels and traffic to
our stores and will be the foundation for future growth. Our
management team remains confident that our turn-around strategy
will be successful and that we will be profitable in the second
half of 2001. With the continuing support of our principal
shareholder, we are confident that we will arrange adequate
financing to implement our plans."

Founded in 1987, Select Comfort Corporation is the leader in
sleep solutions technology, holding 24 U.S. issued or pending
patents for its products. The company designs, manufactures and
markets a line of mattresses with adjustable firmness, as well
as foundations and sleep accessories. Select Comfort's products
are sold through three channels: i) 330 retail stores located
nationwide, including 25 leased departments in Bed Bath & Beyond
stores, ii) Select Comfort's national direct sales operations,
and iii) on the Internet at

SOUTH FULTON: Tenet Healthcare Completes Acquisition
Tenet Healthcare Corp. (NYSE:THC) announced that a subsidiary
has completed the acquisition of South Fulton Medical Center in

The hospital joins four other hospitals that comprise Tenet's
greater Atlanta network, with access to important resources that
will enhance medical services for the south Fulton County

"Adding South Fulton Medical Center to the Tenet family is a
positive step for the community, the hospital and Tenet," said
Reynold J. Jennings, executive vice president, operations, of
Tenet's Southeast Division. "We look forward to a long and
successful stewardship with South Fulton Medical Center and the
community it serves."

As a demonstration of commitment to the South Fulton community,
Tenet's charitable arm, the Tenet Healthcare Foundation,
contributed $10,000 to the Fulton Education Foundation, a south
Fulton County nonprofit organization that supports the local
school system's efforts to provide a high-quality education to
area children.

As part of the purchase agreement for South Fulton Medical
Center, Tenet has committed to invest $10 million in general
improvements, as well as an expansion of the hospital's
emergency room. Work will begin as soon as plans are completed
and approved. Before the acquisition, the hospital had been
operating under Chapter 11 of the federal bankruptcy laws.

Tenet has offered employment to all South Fulton employees in
their current positions at the same level of wages. "We commend
the employees and volunteers of South Fulton Medical Center for
their dedication to the hospital and quality patient care during
some very trying times," said Gregory H. Burfitt, vice
president, operations, for Tenet's Southern States Region.

South Fulton Medical Center, a 369-bed acute-care hospital
located in East Point, a suburb of Atlanta, reported net
operating revenues of approximately $85 million for fiscal year
2000. In addition to emergency care, the hospital offers cardiac
care, physical and occupational rehabilitation, inpatient
oncology, ambulatory surgery and labor and delivery. The
hospital also has a level two neonatal intensive care unit.

Tenet subsidiaries operate four other acute-care hospitals in
the greater Atlanta area: Atlanta Medical Center in downtown
Atlanta; North Fulton Regional Hospital in Roswell; Spalding
Regional Hospital in Griffin; and Sylvan Grove Medical Center in

Tenet Healthcare, through its subsidiaries, owns and operates
111 acute-care hospitals with 27,300 beds and numerous related
health-care services. The company employs approximately 104,000
people serving communities in 17 states and services its
hospitals from a Dallas-based operations center.

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

SSE TELECOM: Receives Nasdaq's Notice Of Non-Compliance
SSE Telecom, Inc. (Nasdaq: SSET) disclosed that on April 10,
2001 it received a Nasdaq Staff Determination letter indicating
that the Company no longer complies with the Market Value of
Public Float requirement for continued listing set forth in
Marketplace Rule 4450(a)(2), and that its common stock is,
therefore, subject to delisting from The Nasdaq National Market.

The Company is appealing this determination by immediately
requesting a hearing before a Nasdaq Listing Qualifications
Panel. The date for the hearing has not yet been established.
The Company has been advised that Nasdaq will not take any
action to delist its common stock pending the conclusion of that
hearing. There can be no assurance the Panel will grant the
Company's request for continued listing on The Nasdaq National
Market. If necessary, the Company would apply to have its common
stock quoted on The Nasdaq SmallCap Market, the OTC Bulletin
Board or another quotation system or exchange on which the
Company would qualify.

                        About SSET

Headquartered in Fremont, California, SSE Telecom, Inc. is a
leading satellite earth station equipment supplier. The Company
provides digital satellite communications solutions worldwide.
The iP3 gateway from SSET enables system integrators, service
providers and global enterprises to leverage a satellite's
unique capabilities to quickly deploy reliable, revenue-
enhancing, mission-critical IP-based services anywhere in the
world. SSET can be contacted at 510-657-7552 and the company's
web site is at

STARTEC GLOBAL: Looks For More Funds To Pay Debts
Startec Global Communications Corporation (Nasdaq: STGC)
announced financial results for the fourth quarter and year
ended December 31, 2000, as well as a number of initiatives
designed to improve operating results and achieve positive cash
flow as soon as possible. The Company provides a complete menu
of telecommunications services on its own global IP network,
which it markets to ethnic residential customers and to
enterprises transacting businesses in the emerging economies.

The Company announced that it has obtained gross proceeds of $15
million from Allied Capital Corporation, one of its major
creditors. In addition, the Company stated that it has retained
Jefferies & Company, Inc. to assist in negotiating a
restructuring of its $160 million 12.0% Series A Senior Notes
due in 2008.

The fourth quarter results reflect the recording of a loss on
impairment of certain of the Company's investments and the
write-down of goodwill and intangibles associated with previous
acquisitions. In addition, the Company announced that it has
discontinued those business lines that do not have a near-term
prospect of profitability.

"There is clearly a ripple effect spreading through the global
economy, affecting technology companies generally and
telecommunications companies in particular, and we are not
unaffected," said Ram Mukunda, Startec president and CEO. "As
the market deteriorated, it impacted our financial results, and
the need to initiate remedial action became clear. We took
several cost-cutting steps immediately, and then we identified
the additional actions, that we are announcing today, which we
believe are prudent and necessary to lead us to future
profitability. Our focus is on: 1) our P&L, 2) our balance
sheet, and 3) our operating strategy going forward. Our most
immediate goal is to obtain positive cash flow as soon as
possible and restore shareholders' value," he said.

                     Financial Results

Revenue for the fourth quarter 2000 were $74.8 million, compared
to $80.2 million in the same quarter last year. Although
revenues decreased by seven percent, gross profit increased by
39 percent, from $11.4 million to $15.9 million, as the Company
succeeded in its goal of generating more of its revenues from
traffic on its own Internet Protocol (IP) network which allows
the Company to achieve a significantly higher profit margin than
their circuit switched wholesale business.

     * $48.1 million, or 64 percent of total fourth quarter 2000
revenues, were generated through the Company's IP network,
producing a gross profit of $15.3 million, representing 32
percent of IP revenues.  The remaining $26.7 million of the
fourth quarter revenues were from the circuit switched business.
Those revenues generated a 2 percent margin for a gross profit
of $0.6 million.  "It has been our goal since lighting our IP
network early in 2000 to achieve a higher mix of revenues from
our IP network and gradually exit from the circuit switched
business," Mukunda said.  "In executing this strategy, we have
given up approximately 120 million in annual revenues, but this
is well worth the improvement in margin," he added.

     * By comparison, the entire $80.2 million in fourth quarter
1999 revenues were circuit switched and they generated a gross
profit of $11.4 million, 14 percent of revenues.  The
consolidated gross margin improved to 21 percent in the fourth
quarter of 2000. General and Administrative (G&A) Expenses
totaled $33.8 million in the fourth quarter of 2000, or 45
percent of revenues, which compares to $10.5 million in G&A
expenses, or 13 percent of revenues, recorded in the fourth
quarter of 1999. The Company significantly increased its
provision for bad debt as a result of its decision to exit from
the carrier circuit switched business and the Company also
recorded other charges related to impairments of deposits and
prepaid amounts. These charges added $17.2 million to G&A
expense in the quarter. The balance of the increase is primarily
related to the costs of consolidating acquisitions made in 2000.

Earnings Before Interest, Taxes, Depreciation & Amortization
(EBITDA), was negative $21.9 million in the fourth quarter of
2000 versus negative $3.7 million in the same quarter last year.
Loss on Impairment, totaling $50.3 million, is a separate line
item on the Company's 2000 fourth quarter P&L, and represents
the impairment of investments and goodwill, resulting primarily
from exiting certain markets.

"We invested in telecommunications companies with the
expectation that the required additional growth funding would be
raised in the capital markets," Mukunda said. "However, as
funding options were curtailed by the capital markets, these
companies were compelled to scale back their business plans
substantially. Accordingly, we have recorded a $29.6 million
loss on impairment of our minority interests," Mukunda said.

     * He said that an additional $17.4 million of the "Loss on
Impairment" relates to the write-off of goodwill associated with
the acquisition of two Internet portals.  "The portals were
acquired with a view to capturing a share of the growing online
advertising market, especially advertising targeted to the
ethnic customers we serve.  As a result of the collapse of the
on-line advertising model, we have written off the goodwill
recorded when we purchased the portals," Mukunda said.

     * Approximately $3.3 million, or less than seven percent of
the "Loss on Impairment," represents impairments of the
Company's operations in Asia. The net loss for the fourth
quarter of 2000, inclusive of all charges, adjustments and
reserves, was $85.4 million, or ($5.60) per share, as compared
to a net loss of $11.2 million, or ($1.15) per share, in the
fourth quarter of 1999.

For the full year, revenues grew 17 percent to a record $324.5
million, compared to $276.5 million in 1999. Gross margin in
2000 increased to $65.6 million, or 20 percent of revenue,
compared to $33.7 million, or 12 percent of revenue, in 1999.
The net loss for the year totaled $128.4 million, or ($9.39) per
share, compared to a net loss in 1999 of $48.2 million, or
($5.13) per share.

                       Balance Sheet:

At December 31, 2000, the Company maintained a cash balance of
$14.9 million. The Company expects that it will need to
restructure its senior notes with the bondholders or obtain
additional financing in the fourth quarter of 2001 in order to
make its November 2001 interest payment on the Company's senior
notes. In the event that the Company is unable to obtain
additional financing or restructure its senior notes, it is
unlikely that the Company will make its semi-annual interest
payment due in November, 2001. The Company's independent
auditors will express a going concern on the Company's December
31, 2000, financial statements.

The losses arising from the deterioration of Startec's market
led to a liquidity crunch, which has taken a toll on the
Company's expectations for revenue growth and operating margins
in the first quarter and possibly the second quarter of 2001,
according to Mukunda. He explained that the Company's services
require the use of carriers to terminate calls made on the
Startec IP network and that the lower cost carriers, in reaction
to the global market conditions, have increased the cash
prepayments they require from their customers. This has forced
Startec to rely on more expensive carriers, which will cause the
erosion in both revenues and profit margins in the first part of

Mukunda said that the Company is addressing its liquidity issues
in a number of ways.

     * Startec is currently working with Jefferies to explore a
restructuring of the Company's $160 million 12.0% Series A
Senior Notes.  "We currently pay approximately $9.6 million
semiannually to our bondholders," Mukunda said, "and a decrease
of that expense would be a significant help to our cash flow."

     * The $15 million financing from Allied Capital is for a
two-year term and is structured as a monthly receivables
purchase.  Mukunda said:  "This financing assures funding for
current operations and also assures that we stay current through
September 1, 2001 on the interest payments due NTFC Capital
Corporation, our senior secured lender."

     * Additionally, Mukunda said that many of the Company's
actions have resulted in a significant reduction of its
expenses.  "Many of our cost reduction efforts have been
painful, especially the reduction in personnel from a high of
almost 900 in 2000 to a little over 400 today, but we believe
these have been necessary and realistic steps, he said. He noted
that the benefit of many of the cost cutting measures would not
be realized until later in the year, further impacting the
results expected early in the year.

                     Operating Strategy:

"Early in 2000, we achieved a significant milestone when we lit
our own global IP network," Mukunda said. "This gives us greater
potential to grow our high margin business, primarily by
providing services such as IP-VPN to commercial customers as
well as continuing to transport traffic from our existing base
of more than one million residential customers using VoIP

"The activation of this network was also a key precondition to
our move away from the wholesale circuit switched business which
experienced a huge and permanent reduction in profit margins
last year," Mukunda added. "Our focus now is to complete the
transition of our business to higher margin sales. Consistent
with this, our operating strategy is to focus only on those
business segments that offer a high probability of profits in
the near term," he said.

As part of the restructuring of its operations the Company has
reduced its activities in France and Hong Kong and exited from
post-paid dial around services, dial one services, and ISP
services in the UK.

"We have developed our budgets accordingly, and we believe we
will begin to see many of our actions start to work to our
benefit later this year," he said. Mukunda cautioned that the
success and timing of the Company's debt restructuring and
infusion of additional capital could affect results.

"Our immediate goal is to become EBITDA positive," said Mukunda.
"We believe we are responding realistically to market conditions
by seeking to obtain additional capital, restructure our balance
sheet, reduce expenses, and focus on our core business. Going
forward, we believe the successful execution of our IP-focused
strategy will allow us to achieve positive cash flow in the
shortest time possible," he said.

                          About Startec:

Startec Global Communications 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.

STROUDS: Court Okays $39.5MM Asset Sale To Strouds Acquisition
Strouds, Inc., a specialty retailer of bed, bath, tabletop and
other home textile products, announced that the Bankruptcy Court
overseeing its reorganization has approved the sale of
substantially all of the assets of its business to Strouds
Acquisition Corporation, comprised of senior management and
Cruttenden Partners, LLC, for approximately $39.5 million. The
purchase includes 50 stores, two distribution centers, corporate
headquarters and additional assets, including all trade names,
trademarks, copyrights and the Company's website.

Strouds Acquisition Corporation's ownership consists of
Cruttenden Partners, LLC, a Newport Beach, California-based
private investment firm, and current senior officers of Strouds,
Inc. including Gary A. Van Wagner, Chief Financial Officer and
Robert F. Valone, General Merchandise Manager.

"The Company is especially pleased with the Court's approval of
the sale, and the future opportunities new ownership affords
Strouds. Gary's and Rob's continuing participation will provide
continuity for the new organization and their leadership will
help strengthen the Strouds brand name in the marketplace," said
President and Chief Executive Officer Thomas S. Paccioretti.
"Management believes that with greater financial and strategic
resources provided by the new company, Strouds will be
reestablished as a leader in the industry."

Strouds Acquisition Corporation is led by Robert F. Valone as
President and Gary A. Van Wagner as Chief Operating Officer and
CFO. Substantially all of existing management will transition to
the new company. The existing corporate headquarters and
distribution facilities in the City of Industry will remain
operational. The sale is scheduled to close in late April.
Strouds filed its voluntary Chapter 11 petition in the U.S.
Bankruptcy Court for the District of Delaware in Wilmington on
September 7, 2000.

Strouds, Inc., the Linen Experts(R), is a specialty retailer of
bed, bath, tabletop and other home textiles. Founded in 1979 by
Wilfred "Bill" Stroud, the Company currently operates 50 stores
in four states and also markets its home products through its
web sites, and Management
intends to restore Bill Stroud's original vision of providing
its customers with reasonably priced, high quality linen and
related goods.

TELECOM CONSULTANTS: Will Auction Assets on April 19
Telecom Consultants, Inc. announced the sale of assets and of
the opportunity to submit higher and better offers at an April
19th U.S. Bankruptcy Court auction. The hearing will be held
before the Honorable Arthur J. Gonzalez, at the United States
Bankruptcy Court, Southern District of New York, Room 617, One
Bowling Green, New York, New York, 10004, at 2:00 p.m. on the
Company's motion seeking authorization to sell, free and clear
of all liens, claims, and encumbrances, and subject to higher
and better offers, certain assets of the Debtors to Manhattan
Telecommunications Corporation, pursuant to that certain asset
purchase agreement. The proposed purchase price for payphone
access lines and other assets is $3 million. (New Generation
Research, April 16, 2001)

TRACK 'N TRAIL: Files Chapter 11 Petition in California
Track 'n Trail (OTC:TKTL.OB) filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code in Oakland,

The company stated that daily operations at its stores will
continue. Chapter 11 of the U.S. Bankruptcy Code allows a
company to continue operating its business and to maintain
possession of its property while it restructures its operations
and finances under the protection of the Bankruptcy Code.

Track 'n Trail is one of the largest full-service specialty
retailers in the United States, focusing on a broad range of
branded casual, outdoor and adventure footwear. As of March 31,
2001, the Company operated 111 Track 'n Trail stores and 40
Overland Trading stores in 33 states. The Track 'n Trail and
Overland stores offer a wide range of rugged walking and fashion
casual shoes, sandals and boots, featuring brands such as
Timberland, Dr. Martens, Birkenstock, Teva, Vans, Airwalk,
Clarks, Ecco, Rockport and Skechers.

VENCOR INC.: Selling Kingfish Headquarters Development Site
Subsequent to the filing of its motion in November 1999 as
previously reported, Vencor, Inc. received three bids for the
Kingfish Properties and none for the Kingfish Architectural
Plans for a 27-story, 540,000 square foot corporate headquarters
as finished by the architectural firm of Pei Cobb Freed &
Partners retained by the Debtors. One of the bids (for
$3,950,000) was not in compliance with the sealed bid
requirements. The other two bids, one for $4,208,520 and the
other, for $4,488,000 from the City of Louisville, were in
compliance with the requirements. The offer received from the
City of Louisville (the Successful Bidder) remains the
highest offer received.

The Debtors have concluded that the exercise of the option to
purchase the Kingfish Site and the sale of the Kingfish
Properties to the Successful Bidder is in the best interests of
their estate for numerous reasons. First, it is unlikely that
continued marketing will generate higher or better offers.
Second, further delay in the sale would require the Debtors
to continue to make monthly rental payments of at least $51,000
through September 2027 because early termination is not allowed
under the Ground Lease. The aggregate rental payments due for
the remainder of the lease term equals $20,019,750 which is
equal to $6,356,010 in present day value assuming 10% discount
rate. In addition, the Debtors will have to continue to pay
approximately $4,000 per month for maintenance and security for
the Properties. Third, there is a vacant building on the
Kingfish Site, but the Ground Lease prohibits the demolition of
the building until immediately prior to construction of a new
structure on the Site, thereby effectively eliminating the
Debtors' ability to demolish the building and sublease the site.
On the other hand, it would be cost prohibitive to refurbish and
sublease the building. Moreover, the Debtors believe that an
assignment of the Ground Lease is not commercially feasible.
Finally, if the Debtors do not sell the Mainstreet Properties,
they will have to spend approximately $180,000 to install a fire
sprinkler system there.

With the consent of the DIP Lenders, the Debtors sought and
obtained the Court's approval:

      (1) of the Bid Procedures pursuant to which the Debtors
conducted the sealed bid auction;

      (2) to sell the Kingfish Properties, free and clear of
liens, claims and encumbrances, in accordance with the terms of
the Purchase and Sale Agreement, to the Successful Bidder;

      (3) to enter into the Purchase and Sale Agreement with the
Successful Bidder;

      (4) to assume the Purchase Option Agreement and to assign
the Purchase Option Agreement to the Successful Bidder, and to
assume the Auction Agreement as of the closing date of the sale
of the Kingfish Properties if the sale of the Kingfish Site is

Judge Walrath made it clear that, if the sale of any of the
Kingfish Properties pursuant to the Motion is not consummated,
the Debtors will not be deemed to have assumed or rejected the
Purchase Option Agreement or the Auction Agreement. (Vencor
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

VOICE POWERED: Calls A Halt To Operations Due To Lack Of Capital
Voice Powered Technology International, Inc., incorporated in
California in June 1985, announced on March 20, 2001 that it
intends to discontinue its operations because of the lack of
capital required to make necessary revisions and updates to its
products for their continued commercial resale. When it began
active operations in January 1990, the Company focused on the
development, marketing, and distribution of low-cost voice
recognition and voice activated products on a worldwide basis,
both directly and through licensing agreements. From January
1990 until July 1992, the Company operated as a development
stage enterprise.

The Company's voice-recognition VoiceLogic(TM) Technology, which
is now licensed from its major shareholder, Franklin Electronic
Publishers, Inc., is fully developed but in very limited
commercial use. The Technology permits utilization of the human
voice as a replacement for manual controls, such as buttons,
switches and dials, in activating and controlling everyday
consumer and business products and can operate on
microprocessors powered by penlight or nicad batteries. The
Technology has been included in several consumer-oriented
products manufactured for the Company under contract with third

W.R. GRACE: Court Okays Continued Use Of Existing Bank Accounts
W. R. Grace & Co. reminded the Court that the Office of the
United States Trustee has established certain operating
guidelines for debtors- in-possession in order to supervise the
administration of chapter 11 cases. These guidelines require
chapter 11 debtors to, among other things: (a) close all
existing bank accounts and open new debtor-in-possession bank
accounts; (b) establish one debtor-in- possession account for
all estate monies required for the payment of taxes, including
payroll taxes; and (c) maintain a separate debtor-in-possession
account for cash collateral.

David B. Siegel, W.R. Grace's Vice President and General
Counsel, told the Court that the U.S. Trustee's guidelines won't
work in these chapter 11 cases. W.R. Grace uses 51 bank accounts
located in the United States, Puerto Rico and Peru, through
which the company manages cash receipts, disbursements and
investments for their corporate enterprises. The Debtors
routinely deposit, withdraw and otherwise transfer funds to,
from and between such accounts by various methods including
check, wire transfer, automated clearing house transfer and
electronic funds transfer. In addition, the Debtors generate
thousands of accounts payable and payroll checks per month from
the Bank Accounts, along with various wire transfers.

The Debtors sought a waiver of the United States Trustees
requirement that the Bank Accounts be closed and that new
postpetition bank accounts be opened. If the Guidelines were
enforced in these cases, these requirements would cause enormous
and unnecessary disruption in the Debtors' businesses and would
significantly impair their efforts to reorganize.

Mr. Siegel explained that the Debtors' Bank Accounts are part of
a carefully constructed and highly automated Cash Management
System that ensures the Debtors' ability to efficiently monitor
and control all of their cash receipts and disbursements.
Consequently, closing the existing Bank Accounts and opening new
accounts inevitably would result in delays in payments to
administrative creditors and employees, severely impeding the
Debtors' ability to ensure as smooth a transition into chapter
11 as possible and, in turn, jeopardizing the Debtors' efforts
to successfully confirm a plan in a timely and efficient manner.
Requiring the Debtors to replace their Bank Accounts would
impose a daunting administrative burden.

Accordingly, the Debtors requested that their pre-petition Bank
Accounts be deemed to be debtor-in-possession accounts, and that
the Company be permitted to maintain and continue use, in the
same manner and with the same account numbers, styles and
document forms as those employed prepetition, be authorized,
subject to a prohibition against honoring prepetition checks
without specific authorization from this Court.

Recognizing the need for relief from the U.S. Trustee's
Guidelines in a billion-dollar chapter 11 case, and noting that
in other cases of this size, courts have routinely recognized
that the strict enforcement of bank account closing requirements
does not serve the rehabilitative purposes of chapter 11, Judge
Newsome granted the Debtors' Motion in all respects. (W.R. Grace
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

WINSTAR COMMUNICATIONS: Considering Filing For Bankruptcy
aggregate interest payments of approximately $75 million on its
senior debt securities, which were due on April 16, 2001.

Under the terms of this debt, the Company has 30 days from the
payment date to make the required payment in order to cure this
default. Additionally, Lucent Technologies has declared a
default under the terms of the Company's facility with Lucent,
which Winstar disputes.

Defaults by the Company under the Lucent agreements and/or
senior notes trigger cross defaults under other material
existing obligations and agreements to which the Company is a
party, including the Company's bank facility.

The Company continues to provide all services to its customers,
and is taking all appropriate steps to continue to do so. The
Company has retained The Blackstone Group to advise it on
restructuring its debt, and the Company is considering all
appropriate actions, including the possibility of a
reorganization under Chapter 11 of the U.S. Bankruptcy Code, in
order to avoid the significant adverse consequences which the
above described defaults could cause. As a result of these
developments, the Company will not file its Form 10-K on a
timely basis.

WORLD KITCHEN: Banks Agree To Amend & Restate Credit Facility
WKI Holding Company, Inc., which operates as World Kitchen,
Inc., released full financial results for year 2000 and
announced the next steps in a company-wide restructuring program
to improve its cost structure.

The Company also said that on April 12, 2001 it reached an
agreement with its bank syndicate to amend and restate its
senior credit facility. The Company also received an additional
$50.0 million in long-term financing commitments. These
commitments consist of an additional $25.0 million in connection
with the amended and restated credit facility and a $25.0
million revolving credit facility from Borden, Inc., both
maturing March 30, 2004, effective upon the termination of its
current short-term line of credit from Borden.

"The completion of our long-term financing plan is a major step
forward in our effort to transform World Kitchen into the leader
in the housewares industry," said Steven G. Lamb, president &
CEO. "Backed by Borden's clear expression of support, and our
amended bank agreement, World Kitchen can proceed with our new
product investments and continuous improvement strategies to
drive future business growth, customer satisfaction, and
improved financial performance."

          Credit Agreement Amended, New Liquidity Secured

On April 12, 2001, the Company reached agreement with its
lenders to amend and restate its senior credit facility, under
which the $292.0 million of term loans remain outstanding and
the $275.0 million revolving credit facility remains in effect.

The amended and restated credit agreement also waived the
financial covenants for the quarter ended December 31, 2000,
amended the future financial covenants beginning March 31, 2001,
provided a first priority lien on substantially all of its and
its subsidiaries' assets and a pledge of the stock of its
subsidiaries, and obtained an additional secured revolving
credit facility of $25.0 million, maturing on March 30, 2004.

The Company also received an additional $25.0 million revolving
credit facility from Borden, Inc., an affiliate of the Company's
parent, maturing on March 30, 2004. Both facilities become
effective upon the termination of its $40.0 million of revolving
commitments from Borden to occur on the date that is 91 days
after the perfection of the collateral under the Company's
amended and restated senior credit facility.

                    Restructuring Program Update

The Company, as part of an overall plan to increase cash flow
and reduce warehousing costs, discontinued a significant number
of its stock-keeping units (SKUs) throughout all of its product
lines. Additionally, the Company also accumulated a significant
amount of excess inventory in certain of the Company's active
SKUs that it intends to liquidate in 2001. The Company recorded
a provision of $20.1 million in 2000 to adjust inventory to the
lower of cost or market.

In addition, in the fourth quarter of 2000 the Company made the
decision to close 30 unprofitable Company-operated factory
stores at various locations throughout the U.S. The cost of
these closures is included in the Company's 2000 results.

On April 3, 2001, World Kitchen announced a plan to restructure
several aspects of the Company's manufacturing and distribution
operations, a measure that will result in a restructuring charge
of approximately $35 million, which will be recorded in the
first half of 2001. The previously announced program includes
three major components:

     --  Exit from manufacturing at the Martinsburg, West
Virginia facility for the CorningWare and Visions product lines
by the end of the first quarter 2002. The Company remains
committed to these brands and is evaluating several alternative
sources in order to ensure future product supply.

     --  Consolidation of distribution operations at Waynesboro,
Virginia into World Kitchen's existing distribution centers at
Monee, Illinois and Greencastle, Pennsylvania. Waynesboro is
expected to cease operations during the first quarter of 2002.

     --  Significant restructuring of metal bakeware
manufacturing at Massillon, Ohio to reduce costs.

On April 12, 2001, World Kitchen's Board of Directors approved
the closure of the Chicago Cutlery facility in Wauconda,
Illinois as an additional step in the Company's restructuring
plan. The Company expects to cease manufacturing at the facility
and re-source the Chicago Cutlery product line by year-end 2001.

"This was a difficult decision because of the high quality,
dedicated workforce at the plant," said Mr. Lamb, "but a
necessary one in order to ensure that we can continue to
profitably grow our cutlery business." This move will result in
an additional charge of approximately $5.0 million, which will
be recorded in the first half of 2001. Management is continuing
to evaluate the necessity of additional restructuring measures,
Mr. Lamb said.

                     2000 Operating Results

As previously announced, the Company reported 2000 net sales of
$827.6 million, compared to $633.5 million in 1999. On a pro
forma basis 2000 net sales were $813.5 million, compared to 1999
net sales of $818.6 million (assuming the late-1999 acquisitions
of EKCO Group, Inc. and General Housewares Corporation had
occurred on January 1, 1999 and excluding the commercial
tableware and cleaning lines, which the Company exited in 1999
and 2000, respectively).

The pro forma net sales decline of $5.1 million was due to
supply shortages at the Company-operated factory stores,
competitive pricing pressures on its EKCO brand product line,
and weaker economic conditions in the fourth quarter of 2000.
Offsetting some of the sales shortfall were the successful
introduction of the Pyrex Storage Deluxe product line and strong
sales gains for OXO brand products, fueled by the successful
introduction of new lines of kitchen tool, hardware and cutlery
products. Sales gains for World Kitchen products were also
achieved outside the United States, especially in Asia and
Canada. The Company launched more than 75 new products during
the course of 2000, which are expected to have a positive impact
on 2001 performance.

Net loss was $150.1 million in 2000, compared to a net loss of
$34.5 million in 1999. The net figures include 2000 interest and
income tax expenses of $75.0 million and $51.5 million,
respectively, versus 1999 interest expense of $48.1 million and
income tax benefit of $47.3 million.

In addition, the 2000 results included higher than normal
distribution costs primarily relating to operational
inefficiencies associated with the start up of its Monee,
Illinois distribution center. Also, selling, general and
administrative expenses increased year over year primarily as a
result of the Company's continued investment in new product

EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) was $25.1 million in 2000 versus $7.4 million in
1999. Year 2000 EBITDA includes inventory-related costs of $20.1
million primarily related to closeout programs, $9.0 million in
distribution and manufacturing-related costs, which were not
capitalized into inventory because of their non-recurring
nature, and $26.6 million for integration-related expenses. 1999
EBITDA includes $69.0 million for restructuring and $9.2 million
in integration-related expenses.

World Kitchen's principal products are glass, glass ceramic and
metal cookware, bakeware, kitchenware, tabletop products and
cutlery sold under well-known brands including CorningWare,
Pyrex, Corelle, Visions, Revere, EKCO, Baker's Secret, Chicago
Cutlery, OXO and Grilla Gear. World Kitchen has been an
affiliate of Borden, Inc. and a member of the Borden Family of
Companies since April 1998.

World Kitchen currently employs approximately 5,200 people and
has major manufacturing and distribution operations in the
United States, Canada, United Kingdom, South America and Asia-
Pacific regions. Additional information can be found at:

* Meetings, Conferences and Seminars
April 19-21, 2001
       Fundamentals of Bankruptcy Law
          Pan Pacific Hotel, San Francisco, California
             Contact: 1-800-CLE-NEWS

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

April 26-29, 2001
       71st Annual Chicago Conference
          Westin Hotel, Chicago, Illinois

April 30-May 1, 2001
       23rd Annual Current Developments
       in Bankruptcy and Reorganization
          PLI California Center, San Francisco, California
             Contact: 1-800-260-4PLI or

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

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

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

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

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

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

June 21-22, 2001
       Bankruptcy Sales & Acquisitions
          The Renaissance Stanford Court Hotel,
          San Francisco, California
             Contact: 1-903-592-5169 or

June 25-26, 2001
       Advanced Education Workshop
          The NYU Salomon Center at the Stern School
          of Business, New York, NY
             Contact: 312-822-9700 or

June 28-July 1, 2001
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact:  770-535-7722 or

June 28-July 1, 2001
    American Bankruptcy Institute
       Hawaii CLE Program
          Outrigger Wailea Resort, Maui, Hawaii
             Contact: 1-703-739-0800 or

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

July 13-16, 2001
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
          Stoweflake Resort, Stowe, Vermont
             Contact: 1-703-739-0800 or

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

August 1-4, 2001
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          The Ritz-Carlton, Amelia Island, Florida
             Contact: 1-703-739-0800 or

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

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

September 13-14, 2001
       Corporate Mergers and Acquisitions
          Washington Monarch, Washington, D. C.
             Contact:  1-800-CLE-NEWS or

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

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

October 12-16, 2001
       2001 Annual Conference
          The Breakers, Palm Beach, FL
             Contact: 312-822-9700 or

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

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

January 31 - February 2, 2002
    American Bankruptcy Institute
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, Colorado
             Contact: 1-703-739-0800 or

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

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

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

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

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

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

June __, 2002
    American Bankruptcy Institute
       Delaware Bankruptcy Conference
          Hotel Dupont, Wilmington, Delaware
             Contact: 1-703-739-0800 or

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

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

December 5-8, 2003
    American Bankruptcy Institute
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or

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

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


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

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

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 Go to order any title today.

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


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

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

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

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

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

                      *** End of Transmission ***