TCR_Public/010424.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 24, 2001, Vol. 5, No. 80

                            Headlines

ABC-NACO: Fitch Slashes Senior Subordinated Note Rating To CCC
AMAZON.COM: Shareholders' Meeting Set For May 23 in Seattle
ANKER COAL: Completes Exchange Offer & Honors Interest Payment
ARMSTRONG: Asbestos Claimants Tap Legal Analysis As Consultant
BABCOCK & WILCOX: Court Extends Exclusive Period To July 9

BATTERSON PARK: Moody's Places Two Classes Of Notes On Watch
CALPINE CANADA: S&P Rates $1.5 Billion Senior Notes `BB+
CASTLE DENTAL: Defaults on $63.8 Million Debt Payment
CLARIDGE HOTEL: Plan Confirmation Hearing Is On May 16
DERBY CYCLE: Reports Increasing Net Losses in 2000

EDGIX CORP.: Lays Off Workers And Shuts Down
ELECTRONIC BUSINESS: Plan Confirmation Hearing Set For May 1
EVENFLO COMPANY: Moody's Cuts Senior Notes' Rating To Caa2
FINOVA GROUP: Asks For More Time To Decide On Property Leases
GRAND TOYS: Receives Nasdaq Delisting Notice

GST TELECOM: Asks For More Time To Assume/Reject Property Leases
HYAL PHARMACEUTICAL: Executes Reorganization Plan
ICG COMM.: Wants To Reject 10 GE Capital Equipment Leases
ICG COMMUNICATIONS: Seeks Authority To Assume California Leases
LAIDLAW GLOBAL: Posts $5.7 Million Net Loss In 2000

MARINER: Health's Exclusive Period Further Extended To June 20
OPTICARE HEALTH: Delays Filing Of Annual Report With SEC
OWENS CORNING: Tobacco Companies & U.S. Trustee Raise Objections
PACIFIC GAS: US Trustee Appoints Unsecured Creditors' Committee
PACIFIC GAS: Gives Update On Procedural Filings Made In Court

PERA FINANCIAL: Standard & Poor's Cuts Notes Rating To B- From B
PHYCOR INC.: Says It May File for Bankruptcy
PROVIDENT CBO: Moody's Places 4 Tranches On Watch For Downgrade
RAILWORKS CORPORATION: Moody's Junks Senior Debt Ratings
SAFETY-KLEEN: Accountant Reauditing Financial Statements

SPORTS SHOE: Files For Chapter 11 Bankruptcy Protection
STELLEX TECHNOLOGIES: Proposes Stand-Alone Reorganization Plan
UNIVIEW TECHNOLOGIES: Securities Face Delisting From Nasdaq
US PARTS: Files For Chapter 11 Protection in S.D. Texas
USCI INC.: Recurring Losses Trigger Going Concern Doubts

VENCOR INC.: Emerges From Chapter 11 & Changes Name to Kindred
VENCOR INC.: Settles Travelers Indemnity's Claims
W.R. GRACE: Court Grants Extension Of Time To File Schedules
WISER OIL: Shareholders To Convene In Dallas On May 21
WORLD ACCESS: Files Lawsuit Against Deutsche Telekom

WORLD ACCESS: Releasing Tendered TelDaFax Shares
XPEDIOR: Voluntary Files For Chapter 11 Bankruptcy in Chicago

                            *********

ABC-NACO: Fitch Slashes Senior Subordinated Note Rating To CCC
--------------------------------------------------------------
Fitch has downgraded the ratings on $75 million of ABC-NACO
Inc.'s (ABCR) senior subordinated notes from `B' to `CCC' and
the company's senior secured debt from `BB-' to `B'. The ratings
will remain on Rating Watch Negative.

The rating action reflects a default, as of Dec. 31, 2000, of
one of the financial covenants in the indenture for the senior
subordinated notes, the 'going concern' issue raised by ABCR's
accounting firm, and limited liquidity that continues to be
exacerbated by weak industry demand. Fitch will maintain a
Rating Watch Negative until it has had an opportunity to
evaluate the implications of the company's recently released
financial information and its arrangements with various
creditors.

Fitch takes a positive view of steps taken by ABCR to improve
its capitalization and short term liquidity, including the sale
of the Flow and Specialty Products Division which raised $20
million in cash, the issuance of $15 million of debt to ING
Furman Selz (potentially convertible to stock), and arranging
with ABCR's bank group to allow room under the bank facility to
fund working capital needs. Longer term, however, ABCR's ratings
will depend on its ability to realize benefits from the
extensive restructuring already completed, and on better
industry conditions that will be necessary for ABCR to generate
cash needed to reduce debt and leverage.


AMAZON.COM: Shareholders' Meeting Set For May 23 in Seattle
-----------------------------------------------------------
The 2001 Annual Meeting of Stockholders of Amazon.com, Inc. will
be held at 9:00 a.m., Pacific Daylight Time, on Wednesday, May
23, 2001, in the Metropolitan Ballroom of The Sheraton Seattle
Hotel & Towers, 1400 6th Avenue, Seattle, Washington 98101, for
the following purposes:

      (1) To elect five Directors to serve until the next Annual
Meeting of Stockholders and until their respective successors
are elected and qualified; and

      (2) To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed March 26, 2001, as the record
date for determining stockholders entitled to receive notice of,
and to vote at, the Annual Meeting or any adjournment or
postponement thereof. Only stockholders of record at the close
of business on that date will be entitled to notice of, and to
vote at, the Annual Meeting.


ANKER COAL: Completes Exchange Offer & Honors Interest Payment
--------------------------------------------------------------
Anker Coal Group, Inc. has successfully completed its exchange
offer. At the closing, which occurred April 12, 2001, it
exchanged $34,207,000 aggregate principal amount of its
outstanding 14.25% Series B Second Priority Senior Secured Notes
due 2007 (PIK through April 1, 2000) for 34,207 shares of the
Company's Class E Convertible Preferred Stock.

The Company also paid the April 1, 2001 interest payment due on
the Notes April 12, 2001. The Company said that the previously
announced amendment to its credit agreement with Foothill
Capital Corporation and its other senior lenders is now
effective.

Bruce Sparks, President of the Company, stated that "We are
delighted to have completed this exchange offer. This
significantly improves Anker's balance sheet and cash flow
position. We look forward to continuing to implement our
business plan to improve Anker's performance."

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


ARMSTRONG: Asbestos Claimants Tap Legal Analysis As Consultant
--------------------------------------------------------------
The Asbestos Claimants' Committee in Armstrong Holdings, Inc.'s
chapter 11 cases applied to Judge Farnan for his approval of its
proposed retention of Legal Analysis Systems Inc., a firm
engaged in providing expert and consultant services in complex
litigation, to serve as the Committee's asbestos-related bodily
injury consultant. The proposed services that LAS will perform
for the Committee include, but are not limited to, the
following:

      (a) Estimation of the number and value of present and
          future asbestos personal injury claims;

      (b) Development of claims procedures to be used in the
          development of financial models of payments and assets
          of a claims resolution trust;

      (c) Analyzing and responding to issues relating to the
          setting of a bar date regarding the filing of personal
          injury claims; and

      (d) Analyzing and responding to issues relating to
          providing notice to personal injury claimants and
          assisting in the development of such notice procedures.

Matthew G. Zaleski, at Ashby & Geddes, in Delaware, informed the
Judge Farnan that, subject to Court approval, the Committee
proposes to compensate Legal Analysis on an hourly basis. The
current hourly rates to be paid, to the following, are:

      Mark A. Peterson                          $245.00
      Daniel Relles (Statistician)              $290.00
      Patricia Ebener (Data Collection Expert   $200.00

Mark A. Peterson, a principal of LAS, explained that the
compensation arrangement and schedule of fees provided to LAS is
consistent with, and typical of the arrangements entered into by
LAS and other asbestos bodily injury consultants with regard to
providing similar services for clients such as the Debtors.

Mr. Peterson assured the Court that LAS is a "disinterested
person within the purview of bankruptcy law. He represented
that, to the best of his knowledge and belief, neither he nor
the firm has any relationship with any entity that would be
adverse to the Committee or the creditors. Neither he nor any
other employee of LAS is a creditor, former employee, equity
security holder or an insider, as the term is defined by
bankruptcy law, of the Debtors, or has an interest adverse to
that of the Debtors' estate or of any class of creditors or
equity security holders. (Armstrong Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BABCOCK & WILCOX: Court Extends Exclusive Period To July 9
----------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) reported the following
developments relating to the Chapter 11 reorganization of The
Babcock & Wilcox Company.

At a hearing Friday, the U.S. Bankruptcy Court for the Eastern
District of Louisiana extended the period in which B&W has the
exclusive right to file a plan of reorganization. B&W filed its
plan of reorganization on February 22, 2001. The period of
exclusivity was extended until July 9, 2001.

Additionally, by agreement of all parties, the Bankruptcy Court
has extended the mediation of issues related to the
reorganization of B&W for an additional 30 days. The mediator
was initially appointed by the court February 20, 2001.

We are pleased that the mediator's term has been extended and
look forward to his involvement in constructive discussions to
resolve B&W's asbestos claims, said Bruce Wilkinson, chairman of
the board and chief executive officer of McDermott.

In another development, a group of underwriters which provides a
significant portion of the insurance available to resolve
Babcock & Wilcox's asbestos-related products liability claims
has asked for declaratory judgments against McDermott
International, Inc. and B&W.

The underwriters are seeking to annul the coverage-in-place
agreement which acknowledges coverage for B&W's asbestos
exposure and sets forth the agreements of the insurers to pay
claims within that coverage. This agreement with the
underwriters has been in effect since April 1990 and, over the
years, has served as the allocation and payment mechanism to
resolve many of the asbestos claims against B&W.

In their court filings, the insurers are also seeking to limit
their coverage under the applicable insurance policies, should
they be successful in voiding the coverage-in-place agreement.
The actions of our underwriters appear to be an effort to impede
resolution, Wilkinson continued. After years of paying claims,
the underwriters now seek to avoid their contractual
obligations, as stated in our insurance policies and later
confirmed by the coverage-in-place agreement. Their actions are
completely without merit. McDermott and B&W will contest these
actions and vigorously defend against them.

McDermott International, Inc. is a leading worldwide energy
services company. The company's subsidiaries manufacture steam-
generating equipment, environmental equipment, and products for
the U.S. government. They also provide engineering and
construction services for industrial, utility and hydrocarbon
processing facilities, and to the offshore oil and natural gas
industries. The company's website is: www.mcdermott.com.


BATTERSON PARK: Moody's Places Two Classes Of Notes On Watch
------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the ratings of two classes of Notes issued by
Batterson Park CBO I, Ltd. These are:

      (1) the U.S. $49,500,000 Class A-5 4.72% Senior High Yield
Participating Performance Obligation Notes currently rated A3
and

      (2) the U.S. $16,500,000 Class B 7.97% Subordinated Notes
currently rated Baa3.

These Notes are placed under review due to the deterioration in
the credit quality of the collateral pool and to par losses due
to defaults, states Moody's.

The rating agency has also noted that in the latest report for
Batterson Park CBO I (dated March 26, 2001) the weighted average
rating factor, including defaulted securities, was 3312 (2550
limit) and the 5% limit on the securities rated Caa1 or lower,
also including defaulted securities, was in violation (19.4%
actual). As in prior periods, the actual overcollateralization
ratio (103.7%) was below the required minimum
overcollateralization ratio level (106.00%), causing the
transaction to continue to pay down the Notes, tells Moody's.


CALPINE CANADA: S&P Rates $1.5 Billion Senior Notes `BB+
--------------------------------------------------------
Standard & Poor's assigned its double-'B'-plus rating to Calpine
Canada Energy Finance ULC's $1.5 billion senior notes.

In addition, Standard & Poor's affirmed all of its ratings on
Calpine Corp. and its debt. The ratings include: Calpine's
double-'B'-plus corporate credit rating, double-'B'-plus rating
on the company's $3.7 billion of senior unsecured debt, and
single-'B'-plus rating on Calpine's $1.12 billion convertible
preferred securities. The Calpine Canada notes are backed by an
unconditional guarantee from Calpine Corp. The outlook is
stable.

Calpine will use about $500 million of the $1.5 billion notes to
refinance existing debt at Encal Energy Ltd. as part of
Calpine's upcoming $1.18 billion acquisition of the company. The
remaining $1 billion will prefund existing construction
projects. The additional debt should not adversely affect
Calpine's interest coverage ratios because the interest rates on
the bonds are lower than that of the refinanced debt. Also,
Standard & Poor's expects that the bonds will carry a lower
interest rate than the construction revolver. In addition, the
remaining cash balance should provide a slight positive
arbitrage because of favorable tax treatment of the cross border
debt.

Calpine's double-'B'-plus corporate credit rating reflects the
following risks:

      -- Calpine's risk profile continues to increase as it
         pursues an extensive U.S. merchant power plant
         development strategy. Cash flows exposed to long-term,
         market-based energy prices will likely increase from 60%
         in 2000 to about 80% by 2004. A sudden drop in energy
         prices could also impair financial flexibility.

      -- Calpine's base case forecast minimum and average
         consolidated funds from operations (FFO) interest
         coverage ratios are 1.9 times (x) and 2.6x,
         respectively, over the next five years. When Standard &
         Poor's considers the potential effects of lower energy
         prices, minimum and average consolidated funds from
         operations interest coverage ratios drop to 1.7x and
         2.1x, respectively, over the next five years. Standard &
         Poor's adjusts the coverage ratios to account for
         guarantees on lease payments and partial debt treatment
         of the convertible preferred stock.

      -- Calpine must also acquire about 8-11 trillion cubic feet
         of natural gas reserves at below market costs in order
         to attain its forecast high gross margins -- a task that
         could become expensive ($2 billion a year), if not
         riskier than generation.

      -- Calpine's rapid and aggressive growth strategy is
         predicated  on it being able to develop and manage
         70,000 MW of operating generation by 2005 -- just under
         6,000 MW is in operation today.

      -- Calpine is still developing the expertise to market
         power from  what will be a large asset pool in
         geographically diverse power markets -- markets which in
         general are just beginning to face deregulation and
         competition.

      -- Calpine's rapid growth forecast assumes that its focus
         on gas-fired, F-generation technology will produce
         operating margins of about 30% -- a strategy that could
         come under pressure if high margins attract other new
         entrants, or if technology more efficient than the F-
         turbine erodes Calpine's market share, or margin, or
         both.

      -- Calpine's target of 65% leverage to total capitalization
         will tend to make the company more exposed to
         electricity price volatility, or even a price collapse,
         than more conservatively leveraged generation companies.
         The 65% leverage ratio includes lease obligations and
         partial debt treatment of the convertible preferred
         stock.

      -- Calpine has significant revenue exposure to PG&E Corp.
         and California. About 1,325 net MW (23%) of Calpine's
         total 5,849 net MW of generation is exposed to
         California-based counterparty risk, but only 575 net MW
         (9.8%) is under contract to PG&E. As of March 31, 2001,
         unpaid receivables from PG&E totaled about $297 million.

However, the following strengths adequately mitigate the above
risks at the double-'B'-plus rating level:

      -- Less than half of the existing portfolio of operating
         power projects has project level debt, some in the form
         of leases, which should provide adequate cash flow to
         service Calpine's senior debt obligation.

      -- The company's pro forma portfolio interest in 74 power
         plants and steam fields, representing 19,900 net MW of
         capacity creates a true portfolio effect because no
         single project contributes more than 10% of cash flow.

      -- Calpine's existing projects all have excellent operating
         histories, with an average availability for gas-fired
         and geothermal plants of 95.7% and 98.9%, respectively,
         through 1998.

      -- To date, all of Calpine's construction projects have
         been built on time and within budget.

      -- Early financial results indicate that Calpine has sited
         its new plants in areas where it can take advantage of
         capacity shortages or transmission constraints, thus
         allowing its plants to earn above-average returns in the
         near-term.

      -- Calpine has been successful in raising the capital and
         assembling the human resources needed to manage its 44%
         annualized growth in the electricity generation business
         over the past few years.

Calpine, a San Jose-based corporation founded in 1984, is
engaged in the development, acquisition, ownership and operation
of power generation facilities, principally in the U.S.
Calpine's current portfolio consists of 50 operating projects
with a net ownership interest in about 5,800 MW. Calpine's
development and growth strategy seeks to capitalize on
opportunities in the power market through an ongoing program to
acquire, develop, own and operate electric power generation
facilities or interests in such facilities, and marketing power
and energy services to utilities and other end users.

Encal is a Calgary-based public oil and gas company, with core
operations in northeastern British Columbia and west central
Alberta. Upon completion of the transaction, Calpine will gain
approximately 1.0 trillion cubic feet equivalent of proved and
probable natural gas reserves, net of royalties. The transaction
also provides access to firm natural gas transportation capacity
from western Canada to California and the eastern U.S.

                         OUTLOOK: STABLE

Continued efficient operation of existing plants, an efficient
construction program and the financial performance of the
merchant facilities within expected tolerance limits indicate a
stable outlook. Sustained weak performance at the facilities or
merchant electricity pricing levels that are significantly lower
than forecast could lead to a downgrade. Reduced debt to total
capitalization levels, higher debt service coverage levels, or a
demonstrated ability to manage the exponential growth of the
company over the next three years could lead to an upgrade,
Standard & Poor's said.


CASTLE DENTAL: Defaults on $63.8 Million Debt Payment
-----------------------------------------------------
Castle Dental Centers (Nasdaq: CASL) reported that revenues for
the year ended December 31, 2000 increased 3 percent to $106
million compared with revenues of $102.7 million in 1999.
Revenues for the fourth quarter of 2000 were $25.7 million, down
less than one percent from fourth quarter 1999 revenues of $25.8
million.

The company, however, reported a net loss of $8.0 million, or
$1.25 per share, for the fourth quarter of 2000 as it continued
to be impacted by higher bad debt expense, costs related to
previously announced plans to close unprofitable dental centers,
severance and other expenses resulting from the reorganization
of management and corporate staffs, higher legal and consulting
fees, and increased interest costs. Fourth quarter 2000 results
were also adversely affected by lower than expected patient
revenues resulting from the general slowdown in economic
conditions experienced in November and December. For the year
ended December 31,`2000, the company recognized a net loss of
$19.1 million, or $2.96 per share. These results compare with a
net loss of $421,000, or $0.06 per share for the 1999 fourth
quarter and net income of $1.2 million, or $0.18 per share, for
the full year 1999.

As a result of the losses incurred in 2000, the Company
continues to be in default of debt agreements totaling $63.8
million with its senior and subordinated creditors. Due to these
defaults the Company has received an opinion from its public
accountants, PricewaterhouseCoopers LLP, expressing doubt about
the Company's ability to continue as a going concern. This
opinion was included in the Company's annual report on Form 10-K
filed with the Securities and Exchange Commission on April 19,
2001.

The company has been in negotiations with its senior and senior
subordinated lenders since early 2001 and has put forth a plan
to restructure the debt agreements and meet its operating
requirements for 2001. Components of this plan include: (i)
reorganization of field management to improve efficiency and
reduce regional overhead costs; (ii) reduction in corporate
general and administrative costs through job eliminations and
reduction in other overhead expenses; (iii) closing of
unprofitable and under-performing dental centers; (iv)
realignment of accounts receivable management to focus on
improved collection of insurance and patient receivables; (v)
restructuring of compensation for management to emphasize
performance-based incentives; and, (vi) cancellation of further
de novo development and reducing capital expenditures. Although
no assurances can be given as to the ultimate success of these
negotiations, management believes that it will receive a
forbearance agreement from its senior and senior subordinated
creditors in the near future.

Commenting on the year-end results, Ira Glazer, chief executive
officer, stated, Castle Dental's operating results in 2000 were
impacted by significant write downs of accounts receivable and
non-recurring charges related to excessive litigation and legal
expenses, and asset impairment costs resulting from our plans to
close under-performing dental centers. We are continuing to
restructure our business to return to profitable operations and
expect that first quarter results will show improvement over the
trends in the last six months. Patient revenues will increase by
more than 7% over the fourth quarter 2000 and operating expense
reductions will begin to be realized. Although we will continue
to be affected by high interest expense and restructuring costs
through the first half of 2001, we believe that cash flow from
operations will be more than sufficient to meet our operating
needs. Glazer continued, We are grateful for the continued
dedication of the dental professionals and staff employees
throughout our organization who are maintaining the high level
of dental services provided to our patients. The anticipated
completion of our bank negotiations and the accelerated
implementation of our business plan, which we believe will
result in major financial improvements, should provide a major
one-two punch to put Castle on track for long-term
profitability.

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S. The Company manages 101 dental centers with approximately
200 affiliated dentists in Texas, Florida, Tennessee and
California.


CLARIDGE HOTEL: Plan Confirmation Hearing Is On May 16
------------------------------------------------------
By order entered on March 28, 2001, the US Bankruptcy Court for
the District of New Jersey, approved the fourth amended
disclosure statement of The Claridge Hotel and Casino
Corporation and The Claridge at Park Place, Incorporated. The
Confirmation Hearing shall commence on May 16, 2001 at 9:30 AM.

The plan seeks to implement the Park Place Purchase Agreement
and to distribute the proceeds received under that agreement
together with the proceeds from the disposition of the debtors'
remaining assets among creditor constituents. Under the Park
Place Purchase Agreement, substantially all of the debtors'
assets will be sold to Park Place for $65 million. The purchase
Price will be allocated between ACBA (Atlantic City Boardwalk
Associates, LP) and CPPI (The Claridge at Park Place,
Incorporated) based upon the market value of the property to be
transferred by each entity to Park Place. The Park Place
Property also includes $7 million in cash, which is to be
transferred by CPPI to Park Place. Unsecured creditors of CPPI,
Corporation (The Claridge Hotel and Casino Corporation)
and ACBA are projected to receive a 61.5% distribution upon
their allowed claims. Holders of the First Mortgage Notes are
expected to recover approximately 83% upon their pre-petition
secured and unsecured claims. Under the plan ACBA, Corporation
and CPPI will be dissolved.

During the cases, the Claridge debtors retained GVA Marquette
Advisors to prepare an appraisal for the debtors' assets.
Marquette valued the debtors' excluding cash and working
capital, at $40,000,000.

The plan contemplates a liquidation and dissolution of the
debtors.


DERBY CYCLE: Reports Increasing Net Losses in 2000
--------------------------------------------------
Derby Cycle Corporation is a designer, manufacturer and marketer
of bicycles. Competing primarily in the medium- to premium-
priced market, the Company owns or licenses many of the most
recognized brand names in the bicycle industry, including
leading global brands such as Raleigh, Diamond Back and Univega,
and leading regional brands such as Gazelle in The Netherlands
and Kalkhoff, Musing, Winora and Staiger in Germany.

For the fiscal years ended December 31, 1998, 1999 and 2000 the
Company had net revenues of $450.0 million, $529.6 million, and
$526.7 million respectively, and EBITDA of $29.6 million,$29.9
million and an EBITDA loss of $0.7 million, respectively.

The underlying operating loss, at comparable foreign exchange
rates, of $7.6 million for 2000, compares with operating income
of $20.5 million for 1999. The reversal in operating results of
$28.1 million compared with a year ago was the result of the
reduction in gross margin at comparable foreign exchange rates
of $8.1 million and increases of $20.0 million in selling,
general and administrative expenses. The 2000 figures were
reduced, relative to 1999, upon translation into U.S. Dollars at
the actual foreign exchange rates applicable for each year, due
to the relative weakness of European currencies in 2000.

The net loss increased by $46.1 million in 2000. Derby Cycle
indicates that the increase in loss was the result of the lower
gross profit, higher selling, general and administrative
expense, higher interest expense, a book loss of $8.3 million on
the disposition of Sturmey Archer and a higher provision for
income taxes, offset by lower restructuring charges and non-
recurring items than in 1999.


EDGIX CORP.: Lays Off Workers And Shuts Down
--------------------------------------------
Edgix Corp., a provider of technology that speeds the delivery
of popular web pages, is closing down and laying off most of its
100 employees, according to the Associated Press. The New York-
based company Wednesday informed employees in its offices in
South America, Europe and Utah that the business was shutting
down. Edgix executives decided it would be best to shut down
rather than being forced to file for bankruptcy. Edgix did make
last-minute efforts to find a buyer or a new partner to help
fund the operation, but an anonymous source said those attempts
"didn't pan out." Edgix received about $65 million in two rounds
of funding, including a $50 million cash infusion in October led
by Chase Capital Partners. (ABI World, April 20, 2001)


ELECTRONIC BUSINESS: Plan Confirmation Hearing Set For May 1
------------------------------------------------------------
Electronic Business Services, Inc. (OTCBB:AEBS), on September 1,
2000, filed a voluntary petition Chapter 11 of the United States
Bankruptcy code.

A mailing to all shareholders and creditors of the Company has
been completed. The mailing contained the Amended Joint Plan of
Reorganization and the Amended Joint Disclosure Statement. Among
the key features of the Amended Joint Reorganization Plan is a
payment schedule to creditors in the amount of $125,000, or 5%
of the total amount of creditor claims, which ever is the
lesser. Another key feature is the cancellation of all existing
Capital Stock of the Company and the issuance of new Common
Shares of the Company's stock to creditors, employees, new
investors and key service providers, post-petition to the
Chapter 11 filing.

The mailing to creditors and shareholders included a ballot to
vote for the approval or disapproval of the Amended Joint
Reorganization Plan with a voting deadline of April 21, 2001. A
hearing has been set for the confirmation of The Amended Joint
Plan of Reorganization for May 1, 2001, at 9:30 a.m., at the US
Bankruptcy Court, 299 E. Broward Blvd., Courtroom 308, Fort
Lauderdale, FL. 33301. Any creditor or shareholder may be heard
by the Court at that time.


EVENFLO COMPANY: Moody's Cuts Senior Notes' Rating To Caa2
----------------------------------------------------------
Moody's Investors Service downgraded the rating of Evenflo
Company, Inc.'s $110 million 11.75% senior notes due 8/15/2006
to Caa2 from B2.

Concurrently, it also lowered the company's senior implied
rating to B3 from B2 and unsecured issuer rating to Caa2 from
B2. Moody's does not provide a rating on the company's $95
million senior secured credit facility.

The outlook is negative while approximately $110 million of debt
securities are affected.

Moody's states that the ratings reflect Evenflo's continued high
leverage and limited financial flexibility resulting from lower
operating performance and cashflow available to support its debt
levels, and limited availability under its revolving line of
credit.

Accordingly, the ratings also reflect the company's relatively
flat sales growth, a minor increase in international sales, the
highly competitive nature of its industry (Graco/Century, Cosco,
Playtex and Gerber are some of the competitors) and the
potentially high costs associated with product recalls and other
product safety issues. The ratings also consider the company's
large concentration of sales to the mass merchants, says
Moody's. In year 2000, 77% of Evenflo's revenues were derived
from five retailers: Toys "R" Us, Wal-Mart, K-Mart, Target and
Sears, with Toys "R" Us representing 41%.

In addition, the ratings are said to reflect Evenflo's
established brand name in baby products, the diversification of
its product mix, strong market positions and long term
relationships with the mass merchants.

Ohio-based Evenflo Company, Inc. is one of the largest
manufacturers of juvenile products in the United States. The
company sells its products in the US and in 61 foreign countries
under the brand names Evenflo, Gerry and Snugli. Sales for the
FYE December 31,2000 were $351 million.


FINOVA GROUP: Asks For More Time To Decide On Property Leases
-------------------------------------------------------------
Under section 365(d)(4) of the Bankruptcy Code, The FINOVA
Group, Inc., Debtors must decide whether to assume or reject all
of their nonresidential real property leases within 60 days
after the Petition Date, that is, on or before May 6, 2001,
unless the Court grants an extension of time.

The Debtors believe ample cause exists for an extension of this
period in their cases.

There are approximately fifty unexpired leases of nonresidential
real property under which they are lessees or sublessees. These
are related to the Debtors' business operations throughout the
United States, Canada and England. In particular, these are
related to the Debtors' offices in approximately fifteen states
as well as in Canada and England. From these offices, the
Debtors conduct all aspects of their business operations. The
unexpired Leases are therefore integral to the continued
operation of the Debtors' businesses and are valuable assets to
the Debtors' estates.

Because of the wide geographical spread of these leased
properties, and the value of the leases, the Debtors must
conduct time-consuming research to determine whether to assume
or reject such leases. However, during the initial stages of
these cases, the Debtors and their professional advisors have to
deal with matters that are typically attendant with the
commencement of large chapter 11 cases in addition to day-to-day
operations of their business.

The Debtors do not think they will be able to make informed
decisions on whether to assume or reject all of the Unexpired
Leases within the sixty-day time period.

However, they should not be compelled to make a determination to
assume or reject an Unexpired Lease before a complete analysis,
the Debtors argued. Premature assumption or rejection of a lease
may result in the Debtors incurring a substantial administrative
claim or rejecting a valuable lease. Under the circumstances,
forcing the Debtors to make such a hasty decision is
inconsistent with the requirement that a debtor use its best
business judgment in order to maximize the value of its estate
for the benefit of creditors, the Debtors reminded the Judge.

The Debtors believe that a 120-day extension is neither unusual
nor unreasonable, given the size and complexity of the Debtors'
cases, the significant number of leased properties, the vast
amount of information required to make an informed
determination, and the difficulty to assess the significance of
each of the Unexpired Leases at this early stage in these
chapter 11 cases.

The Debtors believe that a 120-day extension will allow them to
determine in an orderly manner whether to assume or reject the
Unexpired Leases but will not prejudice the lessors because (a)
the Debtors have performed and will continue to perform in a
timely manner their post-Petition Date obligations under the
Unexpired Leases, and (b) any lessor may request that the Court
fix an earlier date for assumption/rejection in accordance with
section 365(d)(4) of the Bankruptcy Code.

Accordingly, the Debtors seek entry of an order under section
365(d)(4) of the Bankruptcy Code extending the time within which
they may assume or reject the Unexpired Leases by approximately
120 days to and including September 3, 2001, without prejudice
to their ability to request a further extension of this time
period. (Finova Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GRAND TOYS: Receives Nasdaq Delisting Notice
--------------------------------------------
Grand Toys International, Inc. (Nasdaq: GRIN) received a Nasdaq
Staff Determination on April 9, 2001 indicating that the company
had failed to comply with the net tangible asset or market
capitalization or net income requirement for continued listing
set forth in Marketplace Rule 4310c(2)(B), and further received
a Nasdaq Staff Determination on April 16, 2001 indicating that
the company had failed to comply with the $1.00 minimum bid
price requirement for continued listing set forth in Marketplace
Rule 4310c(4), and that its securities are, therefore, subject
to delisting from the Nasdaq SmallCap Market.

Grand Toys International, Inc. is requesting a hearing before a
Nasdaq Listing Qualifications Panel to appeal the Staff
Determination. There can be no assurance that the Panel will
grant the company's request for continued listing. Until
resolution of the company's appeal, its securities will continue
to be listed on the Nasdaq SmallCap Market.

While Grand Toys International, Inc. failed to meet the net
tangible asset requirement as of April 9, 20p1 and the $1.00
minimum bid price requirement as of April 16, 2001. The company
believes it can take steps that will bring it in compliance with
Nasdaq's requirements for continued listing on the Nasdaq
Smallcap Market, although there can be no assurance that this
will be the case. If at some future date the company's
securities should cease to be listed on the Nasdaq SmallCap
Market, they may continue to be listed on the OTC Bulletin
Board.

Founded in 1960, Grand Toys International, Inc. is a premier
licensee and distributor of a wide variety of toys and ancillary
items in Canada and since January 1999, a supplier of
proprietary products in the United States.


GST TELECOM: Asks For More Time To Assume/Reject Property Leases
----------------------------------------------------------------
GST Telecom Inc. and its affiliated debtors seek entry of an
order granting the debtors an extension of time to and including
July 2, 2001 to assume or reject their unexpired leases to which
the debtors are parties concerning the lease of nonresidential
real property.

The debtors have not completed the sale of all their assets. As
the debtors continue to pursue the sale of their remaining
assets, potential purchasers will necessarily review and analyze
the leases and request that the debtors assume or reject certain
of the leases.

The debtors are in the process of formulating a plan of
liquidation, which will provide for the disposition of all such
leases. The debtors request the additional time so that they may
adequately and fully evaluate the leases and reject or accept
said leases in a manner most advantageous for the estates.


HYAL PHARMACEUTICAL: Executes Reorganization Plan
-------------------------------------------------
Hyal Pharmaceutical Corporation (OTC Bulletin Board: HYALF)
provided an update on the status of the proposal made by the
Company under the Bankruptcy and Insolvency Act and approved by
the Superior Court of Justice of Ontario on May 31, 2000.

Pursuant to the Proposal, the Proposal Trustee has now paid all
secured claims, preferred claims and other fees and expenses
related to the receivership in full and has distributed all
remaining funds held by the Proposal Trustee to unsecured
ordinary creditors. Unsecured ordinary creditors received $0.90
for each dollar of approved claims. The remaining amount of
unpaid claims, being approximately $1.4 million, are being
satisfied in full through the issuance of 10,050,463 common
shares of Hyal pursuant to the terms of the Proposal.

As part of the Proposal, the Company has also issued $1 million
of Preferred Shares. The Preferred Shares have a 6% cumulative
annual dividend, are redeemable by the Company after a period of
2 years and are convertible at the holder's option into common
shares of the Company at a price equal to 90% of the average
closing price of the common shares for the 10 business days
preceding notice of conversion. The number of common shares
which the Preferred Shares may be converted into is limited to
that number such that following conversion the number of common
shares issued in exchange for the Preferred Shares will not
exceed 40% of the total outstanding common shares of the
Company. Until such time as the Preferred Shares are converted
or redeemed, they will have the right to cast a number of votes
equal to 40% of the eligible votes at any meeting of
shareholders of the Company.

Also pursuant to the Proposal, the Company has secured a $5
million revolving line of credit.

The Company believes that all aspects of the Proposal have been
substantially completed and has requested that the Proposal
Trustee proceed to apply to be discharged by the Court.
The Company also announced that it had received shareholder
approval at a meeting of shareholders held on March 16, 2001 to
change its name to

Cade Stuktur Corporation, complete a share consolidation of 1
new common share for every 10 common shares currently
outstanding and proceed with the transactions announced in its
press release of February 15, 2001. The closing of these
transactions are subject to several conditions, some of which
are not yet fulfilled. A further update will be provided when
warranted.


ICG COMM.: Wants To Reject 10 GE Capital Equipment Leases
---------------------------------------------------------
ICG Holdings, Inc., as lessee, entered into ten individual
equipment leases with General Electric Capital Corporation as
lessor. Accordingly, Holdings, acting through Gregg M. Galardi
of Skadden Arps in Wilmington, seek Judge Walsh's authorization
to reject all of these leases and return the leased equipment to
GECC.

GECC is a diversified financial services company with services
covering consumer and business financing. The Debtors and GECC
originally entered into 92 separate equipment leases between
November 1999 and August 2000. However, the Debtor here only
seek to reject ten of those 92 leases, and not any of the
others. The Debtor advised Judge Walsh it has not yet made a
decision as to whether to assume or reject the remaining 82
equipment leases, and reserves its rights regarding the
assumption or rejection of the remaining leases. The Debtor
averred it has been paying administrative rent on the leases,
and will make these payments in the ordinary course of its
business until the assumption or rejection of each of the
leases.

The leases being rejected cover office equipment, including, but
not limited to, certain facsimile machines. Due to various steps
taken by the Debtors to facilitate their rehabilitation,
including but not limited to labor force reductions and site
consolidation, the Debtors have found themselves in possession
of excess office equipment of the variety leased under the GECC
leases. Having no ongoing need for the equipment, the Debtors
have determined that it is in their best interests to reject the
ten GECC leases. Further, rejection of these leases will save
the Debtor approximately $1,300 in lease payments each month.

The Debtor has found the GECC leases to be unprofitable and
unnecessary for its reorganization. The Debtor has attempted to
consolidate the excess equipment leased under the GECC leases at
several sites throughout the country. Under the terms of the
GECC leases, the Debtors have informed GECC of the status of
equipment which has been moved from its original location. All
of the equipment leased under the GECC leases that the Debtor
seek to reject are located at two sites: Englewood Colorado, and
Irvine California. If this Motion is granted, the Debtor will
provide GECC with the exact location of the equipment leased
under the rejected GECC leases, the name of a point person at
Holdings who will help coordinate the return of the
equipment, and provide any such other information necessary to
ensure the prompt return of the equipment to GECC in a
commercially reasonable manner. (ICG Communications Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ICG COMMUNICATIONS: Seeks Authority To Assume California Leases
---------------------------------------------------------------
ICG Communications, Inc., et al. seeks a court order authorizing
the debtors to assume certain nonresidential real property
leases.

The leases cover property located at 5 Park Plaza, Irvine,
California and 274 Brannan Street, San Francisco, California.
The Irvine premises houses the debtors' Southern California
headquarters. The lease is for one year and the Rent is payable
at a monthly rate of $73,641.

The Brannan premises houses a "Type 2 Critical Hub," which
provides telecommunications services to the entire San Francisco
area. The Brannan Lease is for a one year term at rent of
$509,680 for the year. In addition Telecom must pay an
additional $33,000 for electricity usage to date.


LAIDLAW GLOBAL: Posts $5.7 Million Net Loss In 2000
---------------------------------------------------
Laidlaw Global Corporation (Amex: GLL) announced results of
operations for the year ended December 31, 2000 and other recent
developments. Revenues for the year amounted to $24,067,190. Net
loss for the year was $5,712,556 or ($0.21) per basic share on
26,966,363 weighted average shares outstanding.

Excluding the results of the operations of the internet
subsidiary Globeshare Group, Inc. (GGI) and its wholly owned
subsidiary Globeshare, Inc., which only commenced operation in
the prior year, and the one-time charge against income related
to cessation of operations of Lead Capital, a foreign
subsidiary, the consolidated net loss for the year was
approximately $3,182,905 or ($0.12) per basic share on
26,966,363 weighted average shares outstanding.

The reversal of previously recognized income, related to an
aborted purchase by a Laidlaw client of a German Bank, and the
recognition of compensation relating to the exercise of stock
options by officers of H & R Acquisition Corp., a subsidiary,
resulted in a larger net loss reported compared to the
approximate loss of $3,000,000 as previously reported in the
Form 12b-25 Notification of Late Filing filed by the Company
with the SEC on March 29, 2001.

The Company also has made a strategic decision to focus the
thrust of its business development towards global market
products. In support of that decision, the Company entered into
an agreement with its subsidiary, Westminster Securities
Corporation, and the management of Westminster, to sell the
stock and business of Westminster to its management. The
agreement provides for (i) cash consideration of $1,000,000 in
the form of (A) $100,000, plus (B) pre-payment by Westminster of
$600,000 due under a certain subordinated Promissory Note
(Subordinated Note9 dated May 27, 1999, made by Westminster in
favor of Seller, (ii) delivery of a two year Promissory Note
executed by Westminster in the aggregate principal amount of
$300,000, bearing interest at the rate of ten percent (10%) per
annum, payable in two equal installments together with the
transfer and delivery to the Company of an aggregate of
4,500,000 shares of the common stock of the Company held by the
management of Westminster. The closing of the agreement is
conditioned upon various terms and conditions including the
approval of the New York Stock ??Exchange.

In April 2001, the Company was granted a license from Banque de
France, permitting it to operate as a broker-dealer through its
subsidiary Laidlaw International S.A. in France and extend its
activities to the rest of the European Union. The Paris based
office is now fully operational.

Roger Bendelac, the CEO of Laidlaw Global Corporation stated
that the refocusing of the activities toward high margin and
global securities products should xelp it achieve its goal of a
quick return to profitability.

Laidlaw Global Corporation is a provider of global investment
and financial services, with offices in Miami, New York, Paris,
Geneva, Nassau, Barcelona and Hong Kong. Laidlaw Global
Corporation subsidiaries operate in three areas of financial
services: investment banking, asset management and
trading/brokerage. Its website is http://www.laidlawglobal.com


MARINER: Health's Exclusive Period Further Extended To June 20
--------------------------------------------------------------
Previously, the Health Debtors sought and obtained the Court's
approval for an extension of the exclusive period in which to
file a plan or plans of reorganization and a concomitant
extension of the period to solicit acceptances to and including
March 20, 2001 and May 18, 2001 respectively.

Based on similar reasons as before, the Debtors sought in the
fifth motion a further extension of the periods by a total of
approximately ninety days to and including June 20, 2001 and
August 20, 2001 but divided into three subperiods, each
consisting of approximately thirty days with the extension of
one subperiod to the next contingent upon the DIP Lenders'
consent:

      Subperiod 1 - April 20, 2001 and June 20, 2001
      Subperiod 2 - May 21, 2001 and July 20, 2001
      Subperiod 3 - June 20, 2001 and August 20, 2001

SouthTrust Bank f/k/a South Trust Bank, National Association, a
secured creditor of Mariner Health Group, Inc. and certain of
its debtor subsidiaries, objected. The Bank remarks that in
citing cause for the relief requested, the Debtors "do little
more than rely upon generic arguments with little factual
support and outright distortions of the record."

The Bank notes that the Debtors, in seeking the requested
extension, represent that they have the resources to meet all
required postpetition payment obligations, and that they are
meeting them. The Bank does not think so. The Bank told the
Court that the Debtors have failed to make payments to
SouthTrust on its $12,000,000 secured loan since the petition
date.

SouthTrust indicated that it is prepared to file plans of
reorganization for the Debtors if the exclusivity period is
terminated. Therefore, if the Court grants the Debtors' motion,
SouthTrust's interest in the Debtors' assets will be further
prejudiced as its collateral diminishes without payment, and
SouthTrust will be unable to propose a valid reorganization
plan for these facilities, the secured creditor observes.

Judge Walrath ordered that the Debtors' motion is granted
without prejudice to the rights of the Debtors and other parties
to seek further extensions or reductions of the periods.
(Mariner Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OPTICARE HEALTH: Delays Filing Of Annual Report With SEC
--------------------------------------------------------
OptiCare Health Systems, Inc. (Amex: OPT) said that the filing
of its Form 10-K for the year ended December 31, 2000 would be
delayed. This delay relates to the additional time required to
properly account for the discontinued operations treatment of
the previously announced pending sale of its Connecticut
Operations. The Company believes that its accounting treatment
is appropriate and consistent with generally accepted accounting
principles and its Form 10-K will be filed as soon as reasonably
practicable.

In addition the Company announced that Norman Drubner tendered
his resignation from the Board of Directors effective February
23, 2001. Immediately prior to and in connection with Mr.
Drubner's resignation, the Board of Directors voted to reduce
the size of its Board to 3 members from its previous level of 5.

OptiCare Health Systems, Inc. is an integrated eye care services
company focused on managed care and professional eye care
services. It provides systems, including Internet-based software
solutions to eye care professionals.


OWENS CORNING: Tobacco Companies & U.S. Trustee Raise Objections
----------------------------------------------------------------
R.J. Reynolds Tobacco Company, Philip Morris Incorporated,
Lorillard Tobacco Company, and Brown and Williamson Tobacco
Corporation, represented by Bonnie Glantz Fatell of the firm of
Blank Rome Comisky & McCauley LLP of Wilmington, Delaware, and
Bonnie Kay Donahue of the Winston-Salem North Carolina firm of
Womble Carlyle Sandridge & Rice PLLC, objected to Owens
Corning's Motion to assume prosecution agreement and employ
Forman Perry, telling Judge Fitzgerald that the
Debtors and their counsel have failed to disclose several
material facts concerning their actions in Mississippi and
California state courts involving two nearly identical pieces of
litigation in which the Debtors seek over $33 billion from the
objectors. In pleading with the state courts not to dismiss what
the objectors describe as their "ill- brought lawsuits", the
Debtors have announced - to everyone, the objectors said, but
this Court - that they intend to use any recovery from these
tort actions to singularly bankroll their reorganization and
fund a reorganization plan.

The objectors said that the Debtors' motion, as well as their
litigation strategy, suffer from several fatal flaws. First, the
objectors told Judge Fitzgerald that the Debtors have not met
the stringent legal standards to obtain approval of Forman
Perry's employment nunc pro tunc to the Petition Date. Second,
the objectors said that the Debtors' failure to disclose
material facts to the Court have resulted in the presentation of
half-truths and misrepresentations that, if a full and accurate
record is made, should raise serious legal and equitable
questions about the Debtors' conduct inside and out of the
Court, especially concerning the Joint Prosecution and
Cooperation Agreement between the Debtors and what the objectors
term the Mississippi plaintiffs' bar. Third, the Debtors'
proposed counsel have interests adverse to the estates. Lastly,
the objectors said that the "Debtors' hopes of funding their
reorganization on the backs of tobacco defendants is a pipe
dream".

The objecting parties are among over 50 defendants in an action
pending in the Circuit Court of Jefferson County, Mississippi,
in a case styled "Ezell Thomas et al v. R. J. Reynolds Tobacco
et al. The objectors asserted that as defendants in that action,
they are parties in interest in these bankruptcy cases.

The Debtors have requested, tangentially, that the Court approve
expert witnesses to provide claim valuation services. However,
the objectors said that the Debtors fail to disclose or identify
the collateral litigations or note with any specificity that the
other litigation- related services to be rendered by these
experts in the tobacco litigation has, for the most part, been
completed. Consequently, the Debtors' application concerning
these experts appears to be an attempt to obtain this Court's
approval of postpetition consulting work done without any prior
disclosure or approval.

The objectors claim that the Debtors have failed to disclose
material facts, such as:

      (a) The Debtors fail to advise the Court that their
decision to join with the Thomas plaintiffs in the Jefferson
County litigation was precipitated by a Jefferson County jury
award against the Debtors and in favor of twelve individual
plaintiffs in the amount of $48 million in a case styled "David
Cosey et al v. E.D. Bullard Co. et al. Cosey was represented in
party by certain of the joint plaintiff counsel who now seek to
be retained by these estates. Before the Cosey jury began
deliberating the amount of punitive damages to be awarded
against Owens Corning and other defendants, the Debtors settled
the case an paid the twelve plaintiffs and their lawyers,
including some who are now joint plaintiffs' counsel, a total of
$27 million.

      (b) Facing more trials in Jefferson County, the Debtors
entered into a series of settlement agreements with various
plaintiff law firms, including joint plaintiff counsel, which
provide lucrative recoveries to the law firms contingent upon a
recovery by the Debtors in their litigation against the tobacco
companies.

      (c) Through the agreements with the plaintiff law firms,
the Debtors attempt to favorably influence the public opinion
and perception of Owens Corning in Jefferson County. For
example, the agreements with the plaintiff law firms include
generally:

          (1) Owens Corning's agreement to pay over time over
              $300 million for all pending claims and cases.

          (2) Owens Corning's agreement to pay over $60 million
              to "Jefferson County residents".

          (3) Owens Corning's agreement to an additional payment
              of $80,000 per Jefferson County resident who was
              covered by the settlement if Owens Corning won the
              lawsuit against the tobacco companies.

          (4) Owens Corning's agreement to pay future Jefferson
              County resident claimants on average 18 times more
              than non-Jefferson County residents.

          (5) Offering stock purchase rights in Owens Corning to
              Jefferson County residents.

         (6) The agreements put into place an elaborate claims
             handling procedure with a specified dollar amount
             for injury or disease categories. Jefferson County
             residents, however, receive more money for each
             injury or disease category than other plaintiffs.

         (7) Owens Corning's agreement to establish a charitable
             trust for education scholarships for Jefferson
             County residents.

      (d) The Debtors are said to have failed to disclose that
the joint prosecution agreement is integrally related to these
agreements with the plaintiff attorneys and that assumption of
the joint prosecution agreement may result in assumption of all
of the related agreements. In fact, the purpose of the joint
prosecution agreement is to continue prosecution under the terms
of the plaintiff attorneys' agreement. The objectors say that
failure to disclose the terms of these agreements prohibits this
Court from making an informed decision with respect to the
issues before it.

      (e) The objectors said the Debtors misstated that they are
parties to the joint prosecution agreement with Ezell Thomas and
approximately 15 other personal injury plaintiffs. In fact, the
objectors say, the joint prosecution agreement includes 997
other personal injury plaintiffs.

      (f) The Debtors fail to disclose that both the California
and the Jefferson County litigation make virtually identical
claims and are proceeding on dual tracks simultaneously seeking
identical recoveries against the objectors, at what they
describe as great duplicative costs and expense to these
estates.

      (g) The Debtors omit the fact that the plaintiffs assert
claims for the synergistic effect of asbestos and tobacco and
name in excess of twenty-six asbestos defendants in the
Jefferson County litigation, including at least four defendant
asbestos companies that are currently represented by Forman
Perry in related litigation.

As to Forman Perry, the objectors said they have recently
learned that the Debtors failed to advise that Forman Perry was
among the "ordinary course" professionals retained under the
Court's prior order without any disclosure of the matters
asserted by the objectors. There is also no disclosure in the
Motion whether Forman Perry received any compensation as an
ordinary course professional.

The objectors said that both the joint plaintiffs counsel and
Forman Perry have failed to disclose their connections with the
Debtors, in that:

      (1) Their affidavits reflect they have conducted conflicts
checks only on those entities that have been identified on the
Debtors' list of its largest creditors, rather than on the
Debtors' other creditors;
and

      (2) They have failed to disclose whether they represent any
other party who may have an asbestos or asbestos-related claim
against the Debtors.

Further, the objectors said that the test for assumption of the
joint prosecution agreement is not simply what the Debtors'
business judgment is - it is also what the best interests of the
estate are. The objectors said the Debtor has made no showing of
any benefit to the estate, saying only that the matter is ripe
for trial, and that abandoning the litigation would result in a
loss of any possibility of recovery from the tobacco companies.
The objectors said that assumption of the joint prosecution
agreement creates enormous liability for the estate because
there are 997 plaintiffs and Owens Corning has agreed to pay the
fees and costs of all experts, consultants and other persons, as
well as the costs of depositions and transcripts and document
discovery. The costs are particularly large because the
objectors said the Debtors are pursuing the same action in two
forums. If the plaintiffs are unsuccessful there is no provision
for Owens Corning to recover any of its outlay. Even if the
individual plaintiffs are successful and Owens Corning is
unsuccessful, Owens Corning cannot recover more than $5 million
from fees recovered by any plaintiffs that exceeds $20 million.
It is unclear why the Debtors should be fronting the expenses
for the individual plaintiffs' cases, claims which are unrelated
to the Debtors and for which the Debtors have no liability.

The joint plaintiffs counsel and the Debtors have unwaivable
conflicts. The attorneys are the same ones that brought suit
against the Debtors and others for the same injuries that now
form the basis of their claims against the objectors. Moreover,
because of the complicated causation issues, the Debtors'
attorneys could be asked to take positions adverse to the
individual plaintiffs.

The objectors also believe it is appropriate to inquire into why
the Debtors delayed five months before making application to
retain these attorneys when in less than two weeks it had filed
its motion to retain ordinary course professionals, its lead
bankruptcy counsel, and others.

The objectors said that the joint plaintiffs' counsel cannot
meet the Code's requirements for representation of the Debtors.
They did not represent the Debtors prior to the commencement of
these Chapter 11 cases, in that the joint prosecution agreement
is just that - not an engagement letter. Further, the joint
plaintiffs' counsel hold interests adverse to the Debtors in the
matters on which they are to be employed, in that they represent
individual plaintiffs who have settled claims against the
Debtors. The affidavits do not show that the monies owed by
Owens Corning under these settlements has not been paid in full,
nor have the legal fees of the joint counsel, and that joint
counsel continues to represent the individual plaintiffs in
their claims against Owens Corning. These claims are
prepetition, unsecured claims against these estates. The joint
plaintiffs' counsel owe a duty of loyalty to the individual
plaintiffs, and now propose to undertake a duty of loyalty to
Owens Corning - a conflict which is not waivable.

In light of what the objectors said is an absence of full
disclosure, the objectors asked that discovery be conducted and
no disposition of the motion be had until further hearing.

                The US Trustee objects too

Patricia A. Staiano, the United States Trustee for Region III,
stated she does not object to the Debtors' Motion insofar as it
requests authority to prosecute causes of action against the
tobacco companies that the Debtors have determined, in the
exercise of sound business judgment, are worth pursuing.
However, the Trustee told Judge Fitzgerald that nunc pro tunc
relief is inappropriate and not warranted under the standards
applicable in this circuit. The Trustee suggests that, with the
combined resources of nine law firms, it is inconceivable that
someone could not have attended to the matter of securing prompt
retention in the Bankruptcy Court. Similarly, on the Debtors'
side the Debtors are represented by two large law firms
simultaneously who found time to file numerous other
applications to retain professionals and seek various other
relief. Filing one more motion promptly was well within the
capabilities of the counsel involved. Furthermore, any alleged
emergency requiring counsel to commence services immediately
cannot explain a delay of five months in filing the motion.

Further, the U.S. Trustee believes that Forman's unusual
compensation merits further investigation. According to the
accompanying affidavits, Forman is representing several other
asbestos targets in actions against tobacco, including Owens-
Illinois Inc. The affidavit further recites that in the year
before the Petition Owens-Illinois paid Forma in excess of $2
million for services rendered to the Debtors. The Affiant does
not explain why Owens-Illinois is paying Forman to represent the
Debtor. Compounding the confusion, the Affiant stated that
Owens-Illinois still owes Forman $264,000 without explaining
whether this is work done for Owens-Illinois or the Debtors.
The Trustee said Forman should not be retained until "full and
candid" disclosure is made of all arrangements that exist
regarding its compensation for work done for the Debtors.

The Affiant recited that Forman was paid $69,000 in full
satisfaction of a $98,000 prepetition balance under the guise of
the Court's order authorizing the Debtor to pay critical
vendors. The Trustee noted that in the motion seeking authority
to pay critical vendors, the Debtors did not disclose that
attorneys or other professionals would be paid as critical
vendors. Further, the Trustee says that the payment of attorneys
and other professionals was not within the scope of the order
authorizing payment to critical vendors, and allowing
professionals to extract payment as critical vendors is contrary
to the Bankruptcy Code. Therefore, Forman should not be retained
until and unless it disgorges this improper payment. (Owens
Corning Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PACIFIC GAS: US Trustee Appoints Unsecured Creditors' Committee
---------------------------------------------------------------
Linda Ekstrom Stanley, the United States Trustee for Region 17,
pursuant to 11 U.S.C. Secs. Sections 1102(a) and 1102(b)(1),
appointed these unsecured creditors, each among those holding
the largest unsecured claims who are willing to serve, to the
Official Committee of Unsecured Creditors in Pacific Gas and
Electric Company's chapter 11 case:

      Jim Hinrichs
      KES Kingsburg L.P.
      1210 Savoy Street
      San Diego, CA 92107
      Phone: 619/224-4747
      fax: 619/224-6564
      email: jmhpower@aol.com

      Michael A. Tribolet
      Enron Corp. & Affiliates
      1400 Smith Street, EB 2855
      Houston TX 77002
      Phone:713/853-3820
      fax: 713/646-8525
      email: michael.tribolet@enron.com

      John C. Herbert
      Dynegy Power Marketing Inc.
      1000 Louisiana Street, Suite 5800
      Houston TX 77002
      phone: 713/507-6832
      fax: 713/507-6788
      email: john.c.herbert@dynegy.com

      Grant Kolling
      City of Palo Alto
      250 Hamilton Avenue
      P.O. Box 10250
      Palo Alto, CA 94303
      Phone: 650/329-2171 ext.3953
      fax: 650/329-2646
      email: grant_kolling@city.palo-alto.ca.us

      Tom Milne
      State of Tennessee
      11th Floor, Andrew Jackson Bldg.
      Nashville, TN 37243
      phone: 615/532-1167
      fax: 615/734-6441
      email: tmilne@mail.state.tn.us

      David E. Adante
      The Davey Tree Co.
      1500 North Maniva
      Kent, OH 44240
      Phone: 330/673-9511
      fax: 330/673-7089
      email: david.adante@davey.com

      Duane H. Nelsen
      GWF Power Systems
      c/o Patricia Mar
      Morrison & Foerster
      425 Market Street
      San Francisco, CA 94105-2482
      phone: 415/268-6157
      fax: 415/268-7522
      email: pmar@mofo.com

      Michael E. Lurie
      Merrill Lynch
      2 World Financial Center, #7
      New York, NY 10281-6100
      phone: 212/236-6480
      fax: 212/236-6460
      email: mlurie@exchange.ml.com

      Clara Strand
      Bank of America, N.A.
      CA9-706-11-21
      555 South Flower Street, 11th Fl
      Los Angeles, CA 90071-2385
      phone: 213/228-6400
      fax: 213/228-6003
      email: clara.strand@bankofamerica.com

      Keith R. Marshall
      U.S. Bank
      550 So. Hope Street, Suite 500
      Los Angeles, CA 90071
      Phone: 213/533-8701
      fax: 213/533-8736
      email: keith.marshall@usbank.com

      Gary S. Bush, V.P.
      The Bank of New York
      Corporate Trust-Default Admin Group
      101 Barclay Street, Floor 21W
      New York, NY 10286
      phone: 212/815-3964
      fax: 212/815-5915 or 5917
      email: gbush@bankofny.com

Patricia Cutler is the Assistant United States Trustee assigned
to PG&E's chapter 11 case, represented by Trial Attorneys
Stephen L. Johnson, Esq., and Edward G. Myrtle, Esq., in San
Francisco. (Pacific Gas Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Gives Update On Procedural Filings Made In Court
-------------------------------------------------------------
Pacific Gas and Electric Company made the following procedural
filings in federal bankruptcy court Friday:

The company filed a routine cash flow forecast which is required
as part of the debtor's ongoing obligation to keep the court and
creditors aware of its current and projected financial status.
The cash flow projections were filed in connection with the
company's final hearing on its request to use the cash
collateral in which its Mortgage Trustee and its gas suppliers
have a security interest. The court previously granted the
company's request at a preliminary hearing on April 9, 2001.

Based upon current projections of revenues from approved rates,
current regulatory rules, and expected outlays, PG&E is
projecting that it has adequate revenues over the next six
months to pay its future operating costs, including ongoing
payments to QFs and payments presently required to be made to
the DWR. A critical assumption made in the forecast is that DWR
is purchasing the full net open position for PG&E's customers
going forward, as called for in AB1x, and therefore the ISO is
no longer attempting to charge PG&E with any costs beyond those
attributable to PG&E's own resources. Two weeks ago FERC ruled
that the ISO must cease billing PG&E and Edison for power
purchases, since neither utility currently meets the criteria in
the ISO's own tariff to be a creditworthy buyer.

Complying with court requested follow-ups to previous motions,
the company also filed two supplemental motions seeking court
approval of stipulations regarding its earlier motions to use
cash collateral in which bondholders or gas suppliers have a
beneficial interest. The court previously provided interim
approval in these matters.

Also complying with a court requested follow-up, the company
withdrew its earlier motion seeking authorization to pay refunds
to developers and other non-residential customers for main line
extensions. These refunds reflect part of the cost of
engineering and construction work to extend utilities to bare
lots or to add new loads to existing service. Though these
deposits and refunds are allowed in the normal course of
business for work done after the April 6 Chapter 11 filing,
refunds associated with work performed prior to April 6 are
classified as pre-petition under bankruptcy law and cannot be
paid without court approval. The court earlier authorized
refunds to individual residential customers, but questioned
whether, at this early stage of the proceedings, it had enough
information to decide if subdivision developers and non-
residential customers should be treated differently than other
utility creditors. To allow more time to explore the issue, the
company elected instead to withdraw the motion. In the meantime,
main line extension advances made to the company post-petition
will continue to be refunded in the ordinary course of business.


PERA FINANCIAL: Standard & Poor's Cuts Notes Rating To B- From B
----------------------------------------------------------------
Standard & Poor's lowered its rating on the $350 million 9.375%
fixed-rate notes issued by the special-purpose entity, Pera
Financial Services Co., to single-'B'-minus from single-'B'.
This is a consequence of the April 17 lowering of the long-term
counterparty credit rating on Turkiye Garanti Bankasi A.S., a
Turkish financial institution that acts as support to Pera
Financial Services, Standard & Poor's said.


PHYCOR INC.: Says It May File for Bankruptcy
--------------------------------------------
PhyCor Inc., a Nashville, Tenn., medical network management
services company, reported in its annual report filing with the
U.S. Securities and Exchange Commission that "it may be
necessary to seek protection from our creditors in the future,"
according to TheDeal.com. The Nashville-based company's
auditors, KPMG, raised concerns about the company's ability to
continue operating, due to recurring losses from operations and
working capital problems. PhyCor had a working capital deficit
of $305.7 million in 2000. Also, PhyCor announced that it wants
to sell its California independent practice association
division, PrimeCare International Inc. PrimeCare generates more
than 75 percent of the company's operating revenues.
Last year PhyCor sold the assets of 34 affiliated multi-
specialty clinics. Those sales earned $219.5 million in chase
and $24.7 million in notes receivable and other deferred
payments to meet last year's $35.7 million in interest expenses.
However, those sales did not keep PhyCor from missing an
interest payment in February on $196.5 million of 4.5 percent
convertible subordinated notes due 2003-and missing another note
payment in March. PhyCor listed that it had $914.1 million in
revenues last year, compared with $1.5 billion for 1999. Its
earnings loss grew to $574.9 million last year, compared with
$344.1 million in losses for 1999. PhyCor manages multi-
specialty medical clinics and provides contract management
services to physician networks or independent practice
associations. (ABI World, April 20, 2001)


PROVIDENT CBO: Moody's Places 4 Tranches On Watch For Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the ratings of four classes of Notes issued by
Provident CBO I, Limited. These are:

      (1) the U.S. $10,000,000 7.025% Class B-1 Sr. Subordinated
          Collateralized Notes currently rated A3,

      (2) the U.S. $31,000,000 7.959% Class B-2 Sr. Subordinated
          Collateralized Notes currently rated Baa2,

      (3) the U.S. $5,000,000 Class C-1 Floating Subordinated
          Collateralized Notes currently rated Ba3, and

      (4) the U.S. $22,000,000 10.652% Class C-2 Subordinated
          Collateralized Notes currently rated Ba3.

According to Moody's, these Notes are placed under review for
possible downgrade because of deterioration of credit quality as
well as loss of par due to defaults and credit risk sales.

Moody's relates that in the latest monitoring report for
Provident CBO I (dated April 10, 2001) the weighted average
rating factor, excluding Defaulted Securities, was 3123 (2720
limit) and the 5% limit on the securities rated no higher than
Caa1, including Defaulted Securities, was in violation (24.1%
actual).


RAILWORKS CORPORATION: Moody's Junks Senior Debt Ratings
--------------------------------------------------------
Moody's Investors Service downgraded the following ratings of
RailWorks Corporation:

      * $225 million senior secured bank facility to Caa1, from
        B3,

      * $175 million 11.5% senior subordinated notes to Ca, from
        Caa3

      * The senior implied rating was lowered to Caa1, from B3,
        and

      * the issuer rating to Caa2, from Caa1.

The ratings outlook remains negative, while approximately $400
Million of debt securities are affected.

Moody's says that the dongrades were due to the company's
deteriorating financial condition and poor operating results for
the fourth quarter and fiscal year ended 12/31/2000. Moody's
also expressed its concerns regarding near-term performance and
the company's ability to remain in compliance with bank
covenants and meet short-term obligations of debt and interest.
Reportedly, the company recorded $15.3 million of restructuring
and special charges in the 4th quarter ended December 2000,
including a write-down of goodwill and various smaller charges
while a total of $63.3 million of restructuring and unusual
charges were recorded during the year.

The ratings downgrades recognize the increased potential for
credit loss under a distress scenario, Moody's tells.

RailWorks Corporation is based in Baltimore, Maryland. It
provides vertically integrated rail system services, including
track construction and maintenance, and system electrification
for transit, corporate, regional, and Class I railroads as well
as manufacturing materials for rail track construction.


SAFETY-KLEEN: Accountant Reauditing Financial Statements
--------------------------------------------------------
Safety-Kleen Corp. omitted the financial statements in its
second-quarter report filed last Monday with the Securities and
Exchange Commission. As reported, the hazardous and industrial
waste company dismissed PricewaterhouseCoopers LLP as its
independent accountant on Aug. 1, 2000, and hired Arthur
Andersen LLP as the successor. Safety-Kleen said in the report
that it will file audited financial statements as soon as Arthur
Andersen completes its audit for fiscal years ended Aug. 31,
1997, through Aug. 31, 2000. (ABI World, April 20, 2001)


SPORTS SHOE: Files For Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Norcoss-based retailer Sport Shoe has filed for Chapter 11
bankruptcy protection and plans to close at least two stores.
The Atlanta Journal and Constitution reported.

Sports Shoe vice president Stephanie Beach disclosed that the
company intends to close its Cobb Parkway and Hammond Drive
locations which, she said, aren't meeting financial
expectations. Liquidation sales are expected to start soon and
go into June.

Accordingly, the company has been negatively affected by
competition from larger chains and an overall softness in the
athletic shoe business. Aside from these, Beach stated that the
company has also been plagued by higher rents in some of the new
shopping centers where Sport Shoe opened.

Rents just aren't what they used to be, and the bigger the
store, the more rent you're paying, Beach said.

Since opening in 1974, Sport Shoe now has 23 locations, mostly
in Georgia, including 17 in metro Atlanta before the closings.
Reportedly, the company also has seven franchise locations,
which are not affected by the reorganization.


STELLEX TECHNOLOGIES: Proposes Stand-Alone Reorganization Plan
--------------------------------------------------------------
Stellex Technologies, Inc. disclosed that its agreement to sell
substantially all of the assets of its aerostructures business
has been terminated. The sale was being conducted pursuant to an
order of the Delaware bankruptcy court. Stellex has terminated
its efforts to sell its aerostructures business.

Stellex will propose a stand-alone plan of reorganization with
the bankruptcy court with the support of its senior lenders.
Under the stand-alone plan, Stellex will be reorganized and
owned by its creditors. Stellex is working with its senior
lenders to conclude the terms of post-confirmation financing
sufficient to meet its working capital and capital expenditure
needs and to provide a stable base for its ongoing operations
and for the continuation of its business growth. Stellex also
expects to retain its existing management and to honor all
existing employee retention and severance arrangements and its
existing commitments to customers and suppliers.

P. Roger Byer, Chief Financial Officer of Stellex, stated, After
considering the available alternatives, Stellex and its senior
lenders firmly believe that the stand-alone plan provides the
potential for the greatest level of recovery for its creditors
and the best means to continue Stellex's long-term goal of
providing the highest quality aerostructures components to its
customers.

Stellex is a leading provider of highly engineered subsystems
and components for the aerospace and defense industries and
operates through its subsidiary Stellex Aerostructures. Stellex
Aerostructures is comprised of three subsidiaries, Stellex
Monitor, Stellex Precision and Stellex Aerospace. Stellex
Aerospace includes Bandy Machining, Paragon Precision, Scanning
Electron Analysis Laboratories and General Inspection
Laboratories and is involved primarily in the precision
machining of turbomachinery components, aircraft hinges and
other structural components for the aerospace and space
industries. Monitor and Precision are leaders in the
manufacturing of large complex machined parts and structural
sub-assembly components and provide various consulting services
to the aerospace industry.


UNIVIEW TECHNOLOGIES: Securities Face Delisting From Nasdaq
-----------------------------------------------------------
uniView Technologies Corp. (Nasdaq:UVEW) received a Nasdaq Staff
Determination on April 17, 2001 indicating that the Company
fails to comply with the minimum bid price requirement for
continued listing set forth in Marketplace Rule(s) 4310c(4) and
4310c(8)(B), and that its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market.

The Company has requested an oral hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
The Company will present evidence at the hearing that it
believes justifies a temporary waiver of the bid price
requirement and will present its plan for regaining compliance
with the continued listing requirements. However, there can be
no assurance that the Panel will grant the Company's request for
waiver and continued listing after the hearing. The Company has
been advised by Nasdaq that pending completion of the appeal
process, its stock will continue to be listed on the Nasdaq
SmallCap Market.

In the event the Panel determines to delist the Company's common
stock, the Company will not be notified until the delisting has
become effective. The Company's common stock would then be
traded on the OTC bulletin board market. Please refer to the
Company's most recently filed S-3 Registration Statement for a
discussion of risks associated with under-priced stocks.

                        ABOUT UNIVIEW

Dallas based uniView Technologies Corporation (www.uniView.com)
offers competencies and expertise to create solutions for video
on demand, enhanced digital media products, interactive
broadband connectivity, computer telephony integration software,
and overall broadband solutions. The company markets its
products and services both domestically and internationally
focusing on multi-level marketing, hospitality, utilities,
banking, and telecommunication companies.


US PARTS: Files For Chapter 11 Protection in S.D. Texas
-------------------------------------------------------
US Parts (OTC Bulletin Board: RAVE.OB) announced that on April
19, 2001, it voluntarily filed for reorganization under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy
Court of the Southern District of Texas, Houston Division.

Concurrently with the filing, US Parts, whose corporate name is
Rankin Automotive Group, Inc., is initiating efforts to achieve
a comprehensive restructuring of its obligations to all
creditors.  Although there can be no assurance that it will be
successful, the objective of the reorganization is to provide
the Company with an opportunity to emerge from Chapter 11 with
an improved capital structure and sufficient resources to carry
on its business.

The Company is currently operating as a "Debtor-in-Possession"
and is seeking court authorization to use existing resources to
continue operating during the bankruptcy and to pay employees.

Steve Saterbak, Vice President - Finance said, "while this was a
very difficult decision to make, the Board of Directors
determined that filing for protection was in the best interest
of the Company's creditors, employees, customers and
shareholders."

US Parts sells automotive parts, products and accessories to
commercial and retail customers in Texas through its Houston
distribution center and 14 stores.


USCI INC.: Recurring Losses Trigger Going Concern Doubts
--------------------------------------------------------
The Atlanta based accounting firm of Tauber & Balser, P.C., has
issued the following statement concerning USCI, Inc., in its
March 30, 2001, Report of Independent Public Accountants: ". . .
the Company has suffered recurring losses from operations, has
an accumulated deficit, has a stockholders' deficit, has
negative working capital, has triggered default provisions under
the terms of its letters of credit, has uncertainties related to
significant litigation, and has not yet obtained sufficient
financing commitments to support the current or anticipated
level of operations. In addition, on October 29, 1999, Ameritel
Communications, Inc., a wholly-owned subsidiary of the Company
filed a voluntary petition under Chapter 11 of U.S.C. Title 11
with the United States Bankruptcy Court. These matters raise
substantial doubt about the Company's ability to continue as a
going concern."

USCI, Inc. is a marketer of IP Telephony products and services,
an accounts receivable management and debt recovery agency, and
a reseller of cellular services to subscribers via reselling
agreements with carriers through its wholly-owned subsidiary,
Ameritel Communications, Inc. Prior to November 1996, before
becoming a reseller, the Company was a nationwide agent for
companies providing cellular and paging communication services
through national distribution channels.

On October 29, 1999, Ameritel filed a voluntary petition for
reorganization under Chapter 11 of U.S.C. Title 11 with the
United States Bankruptcy Court for the Southern District of New
York (Case No. 99-11081). Under Chapter 11, certain claims
against Ameritel in existence prior to the filing of the
petitions for relief under the federal bankruptcy laws are
stayed while Ameritel continues business operations as a debtor-
in-possession.

USCI, Inc. has never operated at a profit since its inception in
1991 and had losses of $2,271,360, $14,590,049, and $42,494,373
for the years ended December 31, 2000, 1999, and 1998
respectively. Additionally, at December 31, 2000, the Company
had an accumulated deficit of $72,371,918 a stockholders'
deficit of $5,536,479 and a working capital deficiency of
$5,599,229. The Company will require substantial financing for
working capital for a period of time until profitability is
achieved, if ever, and there can be no assurance that the
Company will be successful in its efforts to arrange this
financing.

In the second half of 1999, the Company altered its operations
in an effort to achieve future profitability, including
establishing an e-commerce platform to market services and
products, downsizing of staff and facilities and other cost
cutting efforts to reduce overhead and the adoption of its
internet telephony initiative. During the first half of 2000,
AmericomOnline.com, Inc. a wholly owned subsidiary, entered into
an agreement with Net2Phone, Inc. to market their IP Telephony
products and services to specific mass-market channels. During
the second half of 2000, Telcollect, Inc., a wholly owned
subsidiary specializing in accounts receivable management and
the recovery of past due consumer and commercial debts was
established. While the Company believes that these efforts will
position it favorably to grow revenues, improve operating
margins and minimize operating costs, there can be no assurance
that the Company will be successful in growing revenues or
operating profitably.

The factors discussed above raise substantial doubt about the
ability of the Company to continue as a going concern, which
contemplates the realization of assets and the liquidation of
liabilities in the normal course of business.


VENCOR INC.: Emerges From Chapter 11 & Changes Name to Kindred
--------------------------------------------------------------
Vencor, Inc. announced Friday that it emerged from Chapter 11
following the successful implementation of its fourth amended
plan of reorganization. The Company also has changed its name to
Kindred Healthcare, Inc.

We are pleased that our reorganization is complete and that we
have achieved our goal of attaining a sustainable capital
structure for the Company. We look forward to continuing to
serve the more than 36,000 residents and patients whose care and
well-being are entrusted to us, said Edward L. Kuntz, Chairman,
Chief Executive Officer and President of the Company.

In connection with its emergence, the Company entered into a
$120 million senior exit facility with a lending group led by
Morgan Guaranty Trust Company of New York (the Exit Facility).
The Exit Facility constitutes a working capital facility for
general corporate purposes including paying the Company's
obligations in accordance with the plan of reorganization.

The Company also announced that it has filed a Registration
Statement on Form 8-A (the Form 8-A) with the Securities and
Exchange Commission to register its common stock under Section
12(g) of the Securities Exchange Act of 1934. The Form 8-A also
registered the Company's Series A Warrants and the Series B
Warrants to purchase common stock of the Company, issued in
accordance with the plan of reorganization. The Form 8-A became
effective upon filing. As a result of filing the Form 8-A, the
Company will maintain its status as a public company subject to
the periodic reporting requirements of the Securities Exchange
Act of 1934.

Throughout the Chapter 11 process, the Company maintained normal
operations in its nursing centers and hospitals.

When the Company filed for Chapter 11, it promised uninterrupted
care for the patients, residents and families who rely on us,
Mr. Kuntz said. The fulfillment of our promise to meet the needs
of our residents and patients and maintain business as usual is
a testament to the dedication and commitment of our employees.

The name Kindred Healthcare was selected to reflect the
Company's values - quality, compassion and integrity.

This name reflects the kinship we feel for the residents and
patients we serve, and it conveys a sense of family, strength,
unity, nurturing and kindness, Mr. Kuntz said. To the name we've
added the image of a person, thereby giving a human element to
our identity and reinforcing our commitment to take care of
people who cannot take care of themselves.

The Company also announced that PricewaterhouseCoopers LLP (PwC)
has advised the Company that certain non-audit services provided
to the Company during PwC's engagement as the Company's
independent accountants by a subsidiary of PwC in connection
with the Company's efforts to sell an equity investment raised
an issue as to PwC's independence. PwC disclosed the situation
to the Securities and Exchange Commission (the SEC), which is
currently investigating the issue. PwC has further advised the
Company that, notwithstanding the provision of such non-audit
services, PwC was and continues to be independent accountants
with respect to the Company, and it is the present intention of
PwC to sign audit opinions and consents to incorporation as
necessary in connection with documents filed by the Company with
the SEC and other third parties. The Company cannot predict at
this time how this issue will be resolved or what impact, if
any, such resolution will have on the Company's past or future
filings with the SEC and other third parties.

Kindred Healthcare is a national provider of long-term
healthcare services primarily operating nursing centers and
hospitals.


VENCOR INC.: Settles Travelers Indemnity's Claims
-------------------------------------------------
Vencor, Inc. and Travelers Indemnity Company and its affiliates
sought the Court's approval of the agreement between them to
resolve three proofs of claim filed by Travelers in connection
with an Insurance Program.

These claims are:

      (1) Claim Number 7641 (the Travelers Original Claim) which
was among the No Liability Claims that the Debtors objected to;

      (2) Claim Number 7316, which is a duplicate of the
Travelers Original Claim (the Travelers Duplicate Claim); and

      (3) Claim Number 8962, which amended and superseded the
Travelers Original Claim (the Travelers Amended Claim).

All three Travelers Claims relate to the same alleged liability
of the Debtors under the Insurance Program but the Travelers
Duplicate Claim and the Travelers Amended Claim have not been
objected to by the Debtors. All three claims relate to the
Agreement Letter between the Debtors and Travelers pursuant to
which the Debtors assumed payment obligations under workers'
compensation policies numbers 280K4989 and 280K5022 issued by
Travelers to the Debtors. Under the Policies, the Debtors
initially paid an estimated premium and thereafter have made
payments to Travelers based on actual loss experience of the
Debtors as insureds.

To resolve the issues, the Debtors and Travelers agreed that, on
the Effective Date of the Plan, the Debtors will assume their
obligations under the Insurance Program and pay any such
obligations in ordinary course as they become due, and
immediately upon the assumption of the Insurance Program,
Travelers will withdraw with prejudice the Travelers Claims.
(Vencor Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


W.R. GRACE: Court Grants Extension Of Time To File Schedules
------------------------------------------------------------
Due to the complexity of W. R. Grace & Co.'s businesses and
their significant assets, liabilities, financial and
transactional records, executory contracts and unexpired leases,
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young &
Jones P.C., told the Court, the Debtors will be unable to
complete and file their Schedules of Assets and Liabilities,
Schedules of Current Income and Expenditures, Statements of
Financial Affairs and Statements of Executory Contracts by April
17, as required by Rule 1007 of the Federal Rules of Bankruptcy
Procedure. The additional 15 day grace period through May 2,
available by way of recently-promulgated Local Bankruptcy Rule
1007-1 for Delaware debtors with more than 200 creditors, won't
be sufficient either.

Ms. Jones said that the Debtors expect to have all information
necessary to enable them to complete the preparation of their
Schedules and Statements by June 1, 2001.

Accepting the Debtors' arguments that (a) extensions of time to
file Schedules and Statements are routinely granted in large
chapter 11 cases and (b) an extension of W.R. Grace's time will
greatly enhance the accuracy of the Debtors' Schedules and
Statements, Judge Newsome granted the Debtors' request without
prejudice to the Company's right to seek further extensions or
to "seek waivers with respect to the filing of certain Schedules
and Statements." (W.R. Grace Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WISER OIL: Shareholders To Convene In Dallas On May 21
------------------------------------------------------
The Annual Meeting of Stockholders of The Wiser Oil Company will
be held at the Petroleum Club, 2200 Ross Avenue, 40th Floor,
Dallas, Texas 75201, on May 21, 2001, at 3:00 p.m., Central
Daylight Savings Time, for the purpose of considering and acting
upon the following:

      (1) Election of Directors: The election of two Directors
each to serve for a three-year term expiring in 2004;

      (2) Amendments to the 1991 Non-Employee Directors' Stock
Option Plan: To approve amendments to the 1991 Non-Employee
Directors' Stock Option Plan to increase the number of shares of
the Company's common stock, par value $.01 per share, that may
be offered pursuant to the Non-Employee Directors' Stock Option
Plan from 65,000 to 100,000 shares and to extend the duration of
the Plan;

      (3) Amendment to the 1991 Stock Incentive Plan: To approve
an amendment to the 1991 Stock Incentive Plan to extend the
duration of the Plan; and

      (4) Other business: Such other business as may properly
come before the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on March
30, 2001 will be entitled to notice of, and to vote at, the
Annual Meeting.


WORLD ACCESS: Files Lawsuit Against Deutsche Telekom
----------------------------------------------------
World Access, Inc. (Nasdaq: WAXS) filed a lawsuit against
Deutsche Telekom AG (DT) in the United States District Court for
the Northern District of Georgia. Among other things, the
complaint alleges that WAXS has suffered damages in excess of
$600 million resulting from DT's decision earlier this month to
discontinue interconnection services to TelDcFax AG, a German
long distance service provider, in which WAXS currently holds a
33% interest. The complaint alleges that in terminating access
to its network, DT violated German Antitrust laws and breached
its contractual obligations to TelDaFax. WAXS's suit further
alleges that, prior to and since terminating network access, DT
has engaged in efforts to convert customers of TelDaFax, as well
as customers of WAXS's wholly owned subsidiaries in Germany,
whose long distance service was being provided by TelDaFax
pursuant to reseller agreements.

Since 1999, World Access has implemented a strategy designed to
build a retail long distance business in Europe focused on small
and medium-sized business customers. In June 2000, WAXS
announced that it reached an agreement to acquire TelDaFax
expecting that it would become the cornerstone of its European
network and operations. The lawsuit alleges that DT's
termination of interconnection service to TelDaFax resulted not
only in the destruction of TelDaFax's business operation, but
caused substantial damage to WAXS, severely limiting its ability
to restructure and reorganize its finances and business
operations and to continue to implement its business plan.

WAXS's lawsuit follows three days after a German court issued a
preliminary order requiring DT to restore interconnection
service to TelDaFax. DT restored service to TelDaFax in
accordance with the court order. However, World Access believes
that great harm had already been caused to the commercial
prospects of TelDaFax.


WORLD ACCESS: Releasing Tendered TelDaFax Shares
-------------------------------------------------
World Access, Inc.(Nasdaq: WAXS) announced that it will release
shares of TelDaFax AG tendered in its December 9, 2000, tender
offer. World Access announced on April 2, 2001, that it had
completed the tender offer and gained an ownership position in
TelDaFax of 70.11%. World Access subsequently learned that,
although it had issued its shares to its German exchange agent
for distribution to the TelDaFax shareholders, the exchange
agent halted such distribution because The Executive Office of
The Takeover Commission in Germany asserted its position that
the tender offer did not meet the requirements of The Takeover
Code because the World Access shares had not been listed on the
Frankfurt Stock Exchange. As a result of The Takeover
Commission's decision and the exchange agent's refusal to
distribute the shares, the tender offer cannot be completed.
World Access is releasing to the TelDaFax shareholders the 12.5
million TelDaFax shares it gained in its tender offer, leaving
World Access with its original ownership stake of 33%.

                    About World Access

World Access is focused on being a leading provider of bundled
voice, data and Internet services to small- to medium-sized
business customers located throughout Europe. In order to
accelerate its progress toward a leadership position in Europe,
World Access is acting as a consolidator for the highly
fragmented retail telecom services market, with the objective of
amassing a substantial and fully integrated business customer
base. To date, the Company has acquired several strategic
assets, incluling Facilicom International, which operates a Pan-
E}long distance network and carries traffic for carrier
customers, NETnet, with retail sales operations in 9 European
countries, and WorldxChange, with retail accounts in the US and
Europe. World Access, branding as NETnet, offers services
throughout Eu???ion services over an advanced asynchronous
transfer mode internal network that includes gateway and tandem
switches, an extensive fiber network encompassing tens of
millions of circuit miles and satellite facilities. For
additional information regarding World Access, please refer to
the Company's website at www.waxs.com .


XPEDIOR: Voluntary Files For Chapter 11 Bankruptcy in Chicago
-------------------------------------------------------------
Xpedior Incorporated and its U.S. subsidiaries have filed
voluntary petitions for relief pursuant to the provisions of
Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court
in Chicago. The Chapter 11 filing is consistent with the
Company's prior announcements that it intended to dispose of its
assets in an orderly manner and apply the proceeds to the
payment of the Company's obligations in accordance with
applicable law, and that a bankruptcy proceeding may be
appropriate to achieve this objective. The Company's filing
provides for distribution of any cash proceeds received
by the Company to creditors and, if creditors have been fully
paid, to holders of the Company's preferred stock and then
holders of its common stock.

However, at this time the Company believes that it is highly
unlikely that any proceeds will remain for distribution to
holders of the Company's preferred stock or common stock. The
Company intends to work closely with creditors to recover on all
available assets and to maximize their value. The Company's
foreign subsidiaries were not included as part of the Chapter 11
filing.

On March 26, Xpedior announced that it had filed a Form 15 with
the Securities and Exchange Commission suspending for ninety
days its obligation to file periodic reports under the
Securities Exchange Act of 1934. Under the rules and regulations
of the Securities and Exchange Commission, Xpedior's obligation
to file such periodic reports will terminate upon the expiration
of such ninety-day period. Xpedior also announced that, in
conjunction with its Form 15 filing with the SEC, it had filed a
written request to the Nasdaq National Market to voluntarily
delist its shares from trading. The Company stated that such
request has been accepted by Nasdaq, and that Xpedior's
voluntary delisting became effective on March 26. Xpedior also
stated that, as a result of its Form 15 filing with the SEC, the
Company would not apply for listing on any other exchange,
including the Nasdaq small cap market or OTC market.


                            *********


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

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Wednesday's edition of the TCR. Submissions about insolvency-
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conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
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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
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