TCR_Public/010426.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 26, 2001, Vol. 5, No. 82


ADVANCED RADIO: Files Chapter 11 Petition in Wilmington
ADVANCED RADIO: Case Summary & 20 Largest Unsecured Creditors
ALGOMA STEEL: Secures CCAA Order for Debt Restructuring
ALGOMA STEEL: Steelworkers Pledge Support In Restructuring
ALGOMA STEEL: Moody's Slashes First Mortgage Notes To Caa2

ARMSTRONG: Asks To Extend Rule 9027 Removal Period To October 2
AVIATION SALES: Senior Debt Ratings Dive To Junk Levels
BETHLEHEM STEEL: Posts $118 Million Net Loss For Q1 2001
BRIDGE INFORMATION: Banks Plan to Block Reuters Bid For Assets
CHIQUITA BRANDS: Releases First Quarter Financial Results

CHIYODA LIFE: S&P Withdraws Ratings After Reorganization
CLARK MATERIAL: Taps Glass & Associates As Management Consultant
CONVERSE INC.: Reports Financial Results For Fiscal Year 2000
DXP ENTERPRISES: Shares Subject To Delisting From Nasdaq
FINOVA GROUP: GE Aircraft Seeks Relief From Automatic Stay

FREEREALTIME.COM: Files Chapter 11 Petition in C.D. California
FULL HOUSE: Receives Nasdaq's Delisting Notice
ICG COMM: Trustee Balks At Move To Pre-Approve Bidder Incentives
IMPERIAL CREDIT: Falls Short Of Nasdaq's Listing Requirement
KCS ENERGY: Annual Stockholders Meeting Is On May 24 In Houston

KYOEI LIFE: S&P Withdraws Ratings After Reorganization
LILLY'S JEWELERS: Files for Chapter 11 Bankruptcy Protection
LTV CORPORATION: Appoints Carl B. Frankel to Board of Directors
MARINER: Health Seeks Further Extension To Decide On Leases
NORTHWESTERN STEEL: Asks Court To Establish June 18 Bar Date

OWENS CORNING: Agrees To Provide Utilities Payment Assurance
PACIFIC GAS: Seeks Permission to Fund Energy Efficiency Programs
PROTECTION ONE: Fitch Cuts Senior Notes To B, Sub Debt To CCC+
SIMITAR ENTERTAINMENT: Plan Confirmation Hearing Set For May 17
SKINNER ENGINE: Files for Chapter 11 Protection

STROUDS INC: Bankruptcy Court Gives Go Ahead For Asset Sales
SYBASE INC.: Stockholders To Convene in California On May 24
SYMONS INTERNATIONAL: Posts $71.4 Million Loss For Year 2000
TENNECO AUTOMOTIVE: Discloses 2001 First Quarter Results
VENCOR INC.: Medstar Moves To File Late Proof Of Claim

VISTA EYECARE: Atlanta Court Gives Nod On Disclosure Statement
W.R. GRACE: Paying Prepetition Sales And Use Taxes
WINSTAR COMMUNICATONS: Honoring Prepetition Customer Obligations
WORLD ACCESS: Files Chapter 11 Petition in N.D. Illinois
WSR CORPORATION: Seeks to Extend Exclusive Periods


ADVANCED RADIO: Files Chapter 11 Petition in Wilmington
Advanced Radio Telecom Corp. and four affiliates-ART Licensing
Inc., ART Leasing Inc., Big Creek Systems LLC and DCT
Communications-filed for chapter 11 bankruptcy protection on
Friday in the U.S. Bankruptcy Court in Wilmington, Del.,
according to The Wall Street Journal. The company listed assets
of $535.2 million and debts of $247.7 million as of Sept. 30,
2000. The Bellevue, Wash.-based Advanced Radio also listed more
than 1,000 creditors and said that funds will be available for
unsecured creditors. Triton Network Systems Inc., which holds a
$3 million claim for inventory, is the company's largest

The broadband fixed wireless Internet services provider first
announced its intention to file for bankruptcy on March 30. At
the time, Advanced Radio said that continuing distressed capital
markets prevented it from completing any of the financing
alternatives it had been pursuing. (ABI World, April 24, 2001)

ADVANCED RADIO: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: Advanced Radio Telecom Corp.
              500-108th Avenue NE
              Bellevue, WA 98004

Debtor affiliates filing separate chapter 11 petitions:

              Art Licensing Corp.
              Art Leasing, Inc.
              Big Creek Systems, LLC
              DCT Communications, Inc.

Type of Business: Broadband fixed wireless internet services

Chapter 11 Petition Date: April 20, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-01511 through 01-01515

Debtors' Counsel: Bruce Grohsgal, Esq.
                   Wolf, Block, Schorr & Solis-Cohen LLP
                   920 King Street, Suite 300
                   Wilmington, DE 19801-3319
                   (302) 777-5860


                   Laura Davis Jones, Esq.
                   Pachulski, Stang, Ziehl, Young & Jones, P.C.
                   919 North Market Street
                   16th Floor, P.O. Box 8705
                   Wilmington, DE 19866-8705
                   Tel: (302) 652-4100
                   Fax: (302)652-4400

Total Assets: $535,186,155

Total Debts: $247,694,034

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
Triton Network Systems, Inc.  Inventory           $3,000,000
Attn: Ken Vines
8529 South Park Circle
Suite 400
Orlando, FL 32819
P: 407-903-0900
F: 407-903-0999

WFI                           Trade               $1,337,635
Attn: Accounts Payable
4810 Eastgate Mall
San Diego, CA 92121
P: 858-824-2929
F: 858-824-2928

Ropes & Gray                  Legal                 $780,000
Attn: Mary E. Weber, Esq.
One International Place
Boston, MA 02110-2624
P: 617-951-7000
F: 617-951-7050

General Dynamics 640232       Trade                 $701,253
c/o PNC Bank NA
Attn: Tom DiMatteo
P.O. Box 640232
Pittsburgh, PA 15264-0232
P: 781-455-2914
F: 781-455-2865

Tower Resource Management     Trade                 $297,000
Dept. 296
Attn: Bill Crowley
979 South High St.
Columbus, OH 43265-0296
P: 301-652-0405
F: 301-652-8039

PricewaterhouseCoopers        Trade                 $240,000

American Express              Trade                 $174,046

DDB Worldwide Comm Group Inc  Trade                 $139,028

Ceragon Networks              Inventory             $127,775

Melvin Mark Construction      Trade                 $109,351

Pacific Northwest Networks    Trade                  $80,000

Wiley, Rein & Fielding        Legal                  $65,000

Great Lakes Wire and Cable    Inventory              $63,000

Infranext (a Tynan Co.)       Trade                  $60,978

Hall Kinion & Associates      Trade                  $60,000

Arcom                         Inventory              $58,428

Netigy Corp.                  Trade                  $50,000

Verio-650091                  Network                $43,350

Fiber Systems International   Inventory              $42,273

MFS Telecom, Inc.             Trade                  $38,667

ALGOMA STEEL: Secures CCAA Order for Debt Restructuring
Algoma Steel, Inc. obtained an order under the Companies'
Creditors Arrangement Act that will allow it to restructure its
debt without filing for bankruptcy. The Company also stated that
it has secured additional financing that will allow it to
continue supplying its customers. "This is the responsible
course of action to take in our circumstances. The order will
enable our ongoing business to continue while we negotiate a
restructuring plan with our stakeholders," commented Alexander
Adam, president and chief executive officer. "The major
challenge that we face is on our balance sheet and the weakness
in short-term steel markets." (New Generation Research, April
24, 2001)

ALGOMA STEEL: Steelworkers Pledge Support In Restructuring
The United Steelworkers, representing 4,100 hourly, clerical,
and salaried employees at Algoma Steel Inc., pledged all their
effort and resources to work with management and other
stakeholders in restructuring the company's finances in order to
ensure it emerges from protection under the Companies' Creditors
Arrangement Act (CCAA) a stronger company, with an improved
balance sheet, and fully-equipped to meet the challenges of the
steel market in the coming decades.

Algoma Steel remains open and in business, operating under CCAA
court protection.

The company has arranged additional financing for its immediate
cash needs, said Steelworkers' Area Coordinator Doug Olthuis.
The union does not anticipate any interruption in the pay or
benefits of employees or retirees. Subject to the CCAA Court
Order, the current collective agreements will remain in place
and continue to be honoured, while a restructuring plan is

Current market conditions, following a flood of unfairly traded
steel imports into Canada, have made it impossible for Algoma
Steel to meet its financial obligations and pushed the company
into a CCAA restructuring process.

The CCAA process provides Algoma Steel with the opportunity to
develop a plan to reorganize the company's finances. Discussions
among the stakeholders about the nature of that plan have not
yet begun, and even though both management and the Steelworkers
are committed to completing them as soon as possible, the
process will likely take many months.

The union fully intends to play a major role in the
restructuring process, said Steelworkers' Ontario/Atlantic
District Director Harry Hynd. "The Steelworkers represents 98
per cent of Algoma's employees, and the Employee Trusts, which
hold roughly 24 per cent of outstanding shares, continue to be
the company's largest single shareholder.

The union's objectives at Algoma Steel have not changed, said
Hynd. The union will continue to dedicate all of its resources
to maintaining the living standards of our members, their
families, as well as those of retirees.

The union is absolutely committed to protecting the retirement
benefits of our members who have dedicated years of their lives
to the steel plant, said Olthuis.

The final outcome of the CCAA process and the discussions
leading to a restructured company are impossible to predict at
this time, and it is not helpful to speculate on what the
implications might be for the Steelworkers, its members, and the
community, said Olthuis.

As we learned in 1991-92, the restructuring process can be long
and difficult, said Steelworkers' Local 2251 President Tom
Bonell. The Local is committed to making communication with the
membership and the sharing of information its first priority
throughout the process. The steel plant is the economic base of
our region, and we know that our members and the community will
be living in a state of heightened concern about their futures.
A timely flow of information, within the limits imposed by the
process, may help reduce that anxiety.

Steelworkers' Local 2724 (salaried employees) President Ian
Kersley said: The CCAA process may be a difficult process, but
our members in both locals can be assured the union will work
together as a team with our advisors, to ensure that we fully
understand the situation of the company, what the alternatives
are, and what the implications of those alternatives are for our
members and the community.

The Steelworkers Union is assembling a team of legal and
financial advisors to assist throughout the restructuring
process. As well, local Steelworkers will have the support of
the union's district, national, and international leadership.
The union is fully aware of the critical importance of Algoma
Steel to Sault Ste. Marie, said Bonell. Not only does Algoma
Steel inject over $250- million to the regional economy each
year in annual wages and salaries, $80- million in pension
benefits are paid out to Algoma's 7,000 retirees.

The union is optimistic about the process, said Kersley. We have
the support of our members, and as demonstrated in the past, we
have the support of the community. We have a good set of steel
assets, and a committed and highly skilled workforce. There is
every reason to believe that the steel markets will rebound from
their currently depressed levels, and that, provided our members
remain focused on producing quality steel in a safe manner, we
can retain our customer base and emerge from CCAA stronger than

ALGOMA STEEL: Moody's Slashes First Mortgage Notes To Caa2
Moody's Investors Service downgraded Algoma Steel Inc.'s ratings
after the the company announced it obtained an order under the
Companies' Creditors Arrangement Act allowing it to restructure
its debt, without filing for bankruptcy.

The rating actions are as follows:

      * Algoma's US$350 million of 12.375% first mortgage notes
        due 2005 downgraded to Caa2 from Caa1

      * senior implied rating was lowered to Caa2, from Caa1, and

      * senior unsecured issuer rating was lowered to Caa3 from

Moody's withdrew its B3 rating for Algoma's C$200 million
secured revolving credit facility. The rating outlook remains
negative while approximately $350 million of debt securities are

Accordingly, Algoma has been severely impacted by oversupply,
depressed prices and increased imports, which resulted to a
deterioration of the company's liquidity. As of March 31, 2001,
operating income was negative C$52.9 million compared with
negative C$10.7 million at the end of the previous quarter.
Moody's has noted that due to cash outflows from operations and
interest payments on its first mortgage notes, the company had
no availability under its credit facility at the time of the
filing. Debt has also been mounting, as evidenced by the
company's total debt to capitalization, which was 80.8% at March
31, 2001 compared to 72% at the end of the prior quarter, the
rating agency said.

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, produces
2 million tons per year of sheet and plate products and had
sales of C$1.1 billion in 2000.

ARMSTRONG: Asks To Extend Rule 9027 Removal Period To October 2
Rebecca L. Booth, at Richards, Layton & Finger, P.A., in
Delaware acknowledges that the Armstrong Holdings, Inc. Debtors
are parties to numerous judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the country, and involving a variety of claims.
Pursuant to the Federal Rules of Bankruptcy Procedure, the
Debtors must file notices of removal by June 4, 2001. She
explained that, due to the number of actions involved, and the
wide variety of claims the actions present, the Debtors require
additional time to determine which, if any, of the proceedings
should be removed and, if appropriate, transferred to the
District of Delaware.

By motion, the Debtors requested Judge Farnan for an extension
of the Removal Period by an additional 120 days. Specifically,
the Debtors proposed that the time by which they may file
removal notices, with respect to any action pending on the
Petition Date, be extended through and including the later of
(a) October 2, 2001, or (b) 30 days after the entry of an order
terminating the automatic stay with respect to any particular
action sought to be removed.

Ms. Booth asserted that by Rule the Debtors may seek to remove
prepetition claims or causes of action affected by the automatic
stay, within the longest of 90 days after the Petition Date and
30 days after the entry of an order terminating the stay. The
Debtors are convinced that all claims or causes of action
against them pending as of the Petition Date are subject to the
automatic stay and, therefore, the time to remove such actions
would expire 30 days after the stay is lifted or terminated with
respect to a particular claim or cause of action.

Ms. Booth insisted that, to protect the Debtors' valuable right
to economically adjudicate suits, the relief should be granted,
as an extension of time will afford the Debtors additional time
to assess whether the actions can, and should be, removed. In
addition, the requested extension of time will not prejudice the
Debtors' adversaries because such adversaries may not prosecute
the claims or causes of actions absent relief from the automatic
stay, and nothing in the Debtors' request precludes any adverse
party to an action removed from pursuing a remand. Ms. Booth
cautioned the Court that, unless an extension is granted, the
consolidation of the Debtors' affairs into one court may be
frustrated, and the Debtors may be forced to address claims and
actions against it, in piecemeal fashion, to their creditors'
detriment. (Armstrong Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

AVIATION SALES: Senior Debt Ratings Dive To Junk Levels
Moody's Investors Service took the following actions on Aviation
Sales Company's ratings:

      * the company's $75 million senior secured credit facility
        lowered to Caa1 from B1,

      * the long term issuer rating lowered to Caa3 from B3,

      * the $165 million 8.125% senior subordinated notes due
        2008 lowered to Ca from Caa1, and

      * the senior implied rating lowered to Caa2 from B2

The outlook remains negative as approximately $240 million of
debt securities are affected.

Moody's related that the downgrades were due to the company's
large losses in 2000, expected continued losses in the near term
due to weak industry fundamentals, weak cash flow, and "going
concern qualification" expressed by its independent auditor
Arthur Andersen in the Company's 10-K for the year ended
December 31, 2000 due to reported losses in 1999 and 2000 as
well as cash required to fund its operating activities for each
of the past three years. The Company had to borrow $10 million
from a financial institution in February 2001 to pay for working
capital needs and the $6.7 million semi-annual interest payment
on the $165 million senior subordinated notes due on February
15, 2001, disclosed Moody's.

Also, the rating agency stated that the negative outlook
reflects concern about the Company's near-term performance in
light of weak industry conditions.

Florida-based Aviation Sales Company is a leading independent
provider of fully integrated aviation maintenance and repair

BETHLEHEM STEEL: Posts $118 Million Net Loss For Q1 2001
Bethlehem Steel Corporation reported a net loss of $118 million
for the first quarter of 2001 compared with net income of $3
million for the first quarter of 2000. After preferred dividend
requirements, this is a loss of $.99 per diluted share for the
first quarter of 2001, compared with a loss of $.05 per diluted
share for the first quarter of 2000. Sales for the first quarter
of 2001 were about $900 million compared with $1.2 billion for
the first quarter of 2000. Shipments for the first quarter of
2001 were 2.0 million tons compared with 2.4 million tons for
the first quarter of 2000.

Duane R. Dunham, Bethlehem's Chairman, President and Chief
Executive Officer, said, "Steel market conditions continue to be
extremely competitive and our financial performance for the
first quarter of this year reflects depressed pricing and
continued weak demand. We are beginning to see some modest
improvement in certain of our markets, and we believe that steel
market conditions in general will improve more meaningfully
during the second half of this year. We are continuing to
aggressively reduce costs and implement other actions to improve
our cash flow. Additionally, we are in discussions with our
lending group to obtain a new and larger secured credit
agreement that will increase our overall financial flexibility.
Looking ahead, we continue to believe that bold and urgent
actions need to be taken by Bethlehem and other steel companies,
the steelworkers union, and the government to improve the
competitiveness and financial performance of domestic steel
companies. These actions include consolidation of steel industry
assets, the rationalization of non-competitive facilities, full
and effective enforcement of existing trade laws, and finding
workable solutions to healthcare and related legacy costs.

                          Operating Results

Our loss from operations was $120 million for the first quarter
of 2001 compared with $19 million of income from operations for
the first quarter of 2000. Our first quarter operating results
decreased from a year ago mainly as a result of significantly
lower prices and shipments resulting from the impact of unfairly
traded steel imports and a sluggish economy. Costs were higher
principally from lower operating rates in both our steel making
and finishing facilities, higher natural gas prices, and higher
pension expense. Our product mix was less favorable, as
shipments of hot-rolled products have remained about the same
while cold-rolled and coated product shipments have declined.

Our loss from operations was $116 million for the fourth quarter
of 2000, excluding a $6 million charge for the closing of the
slab mill at our Burns Harbor Division. The slightly larger loss
for the first quarter of 2001 compared with the fourth quarter
was primarily due to significantly lower prices, which were
nearly offset by reduced costs and slightly higher shipments.
Average realized prices, on a constant mix basis, decreased
about 5% from the fourth quarter of 2000.

                     Liquidity and Cash Flow

At March 31, 2001, our liquidity, comprising cash, cash
equivalents, and funds available under our bank credit
arrangements, totaled about $135 million compared with $315
million at December 31, 2000.

For the first quarter of 2001, $80 million of cash was used for
operating activities, primarily the result of operating losses
and higher working capital. Other major uses of cash in the
first quarter included debt repayments of about $45 million,
capital expenditures of about $14 million, and preferred
dividend payments of about $10 million.

Major uses of cash for the year 2001 are expected to include
capital expenditures of about $125 million, debt repayments of
about $55 million, and preferred dividend payments. Major
sources of cash during the first quarter of 2001 included
borrowings of $120 million under our inventory credit agreement
and the use of $28 million that was available in our social
insurance trust fund to pay for retiree healthcare. Major
sources of cash for the year 2001 are expected to be from
operating activities, including inventory reductions, and
pension and retiree healthcare expenses that will continue to be
in excess of required company pension funding and healthcare
payments. We also anticipate having significant proceeds from
asset sales.

Our inventory credit agreement and three other secured financing
arrangements contain covenants that require us to maintain a
minimum adjusted consolidated tangible net worth at the end of
each calendar quarter. The three other arrangements are a $50
million loan secured by certain assets at the new cold mill at
Sparrows Point and lease obligations totaling $42 million for
two 1,000-foot-long, self-unloading lake vessels used to
transport iron ore to our Burns Harbor Division. At March 31,
2001, our adjusted consolidated tangible net worth exceeded this
minimum requirement by about $13 million. Under the current
difficult industry economic conditions, we do not expect to
remain in compliance with this covenant. However, we are in
discussions with our lending group to modify this covenant and
increase availability under our secured credit facilities. We
expect these discussions to be completed within the next month.
With a new agreement, we believe that we will also be able to
arrive at satisfactory agreements with the financing parties
under the other above-mentioned arrangements.

During December 2000, The LTV Corporation filed for Chapter 11
bankruptcy protection. LTV is our partner in Columbus Coatings
Company (CCC). CCC's construction costs for a hot-dipped coating
line were financed in part with a construction loan under a 1999
agreement that contains provisions for conversion to a long-term
sale and leaseback during 2001. Bethlehem and LTV both
guaranteed the full amount of the construction loan. Due to
LTV's bankruptcy, the lenders are not obligated to make any
further construction loan advances, and they have the right to
seek payment of the entire construction loan, currently totaling
about $120 million.

In January, Bethlehem filed a motion with the LTV bankruptcy
court asking it to permit Bethlehem to exercise certain buyout
rights contained in the CCC joint venture agreement or require
LTV to assume in its Chapter 11 proceedings all its obligations
under the joint venture and financing arrangements. LTV and its
creditor's committee opposed the motion, and the parties agreed
to defer this litigation pending further discussions with each
other and the CCC lenders.

On March 21, the CCC lenders agreed to forbear exercise of their
rights against Bethlehem as they relate to the LTV bankruptcy
through June 30, 2001. This forbearance agreement required
Bethlehem to provide additional collateral. We are continuing to
work with LTV and the CCC lenders to achieve a satisfactory
resolution to this issue.

The parent of our partner in our Chicago Cold Rolling joint
venture is in Chapter 11 proceedings. As a consequence, under
our arrangements with the lenders to this venture, we can be
required to repay approximately half the outstanding loans to
the venture.


The U.S. economy has slowed considerably during the past two
quarters, but we believe that the economy and steel consumption
will strengthen during the second half of the year. We believe
that the recent interest rate cut by the Federal Reserve will
help to strengthen several of our key markets.

We continue to be concerned about the relatively high levels of
unfairly traded steel imports. However, we welcome the
preliminary determinations recently announced by the U.S.
Department of Commerce covering hot-rolled carbon steel
products, and we will continue to investigate and prepare
additional trade cases for filing as appropriate.

Currently, steel market conditions remain depressed reflecting
slow economic growth, continuing reductions in customer
inventory levels, and continued relatively high levels of flat-
rolled steel imports, especially cold-rolled sheet products. As
a result, our order entry continues to be relatively weak and
steel prices remain under pressure. However, we have seen some
improvement in certain products, especially plates and to a
lesser extent hot-rolled sheets. Additionally, car and light
truck inventories have been reduced to more normal levels.
Service center inventories, on a daily shipping rate basis, have
dropped significantly from their recent high in December 2000,
and further reductions to achieve more normal levels are
expected to occur during the second quarter. Currently, we
expect to report a loss for the second quarter of 2001 that is
lower than for the first quarter of 2001."

BRIDGE INFORMATION: Banks Plan to Block Reuters Bid For Assets
Five banks including Citigroup, Credit Suisse First Boston,
Deutsche Bank AG, HSBC Holdings PLC and UBS Warburg have joined
forces to try to stop the Reuters Group PLC from acquiring some
assets of rival Bridge Information Systems, according to
Reuters. The banks were preparing to make a bid if Reuters, a
global news and information provider, became the favored bidder
in a hearing scheduled for May 3.

Earlier this month, Reuters announced that it had bid for Bridge
Information Systems in North America, the EJV bond data and
analytics business, the Bridge Trading Company brokerage
business, the Bridge Trading Technologies and Transaction
Services businesses, the eBridge Internet business and an option
on Bridge's interest in Savvis Communications Corp. The offered
price was not made public. Reuters faces a proposal from SunGard
Data Systems Inc. for the Bridge assets. SunGard has offered to
pay $165 million. (ABI World, April 24, 2001)

CHIQUITA BRANDS: Releases First Quarter Financial Results
Chiquita Brands International, Inc. (NYSE: CQB) reported first
quarter net income of $4 million ($.01 per share), compared to
earnings of $35 million ($.43 per share) in the first quarter of
2000. Earnings before interest, taxes, depreciation and
amortization (EBITDA) for the first quarter of 2001 was $61
million compared to $92 million in the first quarter of 2000.

The Company's results declined primarily as a result of a
stronger dollar in relation to major European currencies. The
effect of lower banana pricing in North America and Japan was
partially offset by improved pricing in Europe on a local
currency basis. Operating results for the Processed Foods
business declined from the prior year primarily as a result of
lower pricing for canned vegetables.

Net sales for the first quarter of 2001, excluding the effects
of prior year divestitures, decreased approximately 4% from the
2000 first quarter primarily as a result of the stronger dollar.

On April 11, 2001, the United States and European Commission
announced an agreement regarding the long-standing dispute over
the European Union (EU) banana import regime. The agreement is
expected to result in partial recovery in future periods of the
EU market opportunities previously available to Chiquita and
Latin American producing nations. Subject to establishment of
definitive regulations for this new regime, the agreement is a
positive development for Chiquita and Latin American banana
interests. However, the Company still intends to proceed with
the previously announced parent company debt restructuring. This
restructuring initiative is necessitated by the cumulative
effect on Chiquita of the EU's discriminatory banana import
regimes over the past eight years, as well as the accelerated
weakening of European currencies in recent years.

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed

CHIYODA LIFE: S&P Withdraws Ratings After Reorganization
Standard & Poor's withdrew its 'R' counterparty credit and
insurer financial strength ratings on Chiyoda Mutual Life
Insurance Co. after confirming that the company's restructured
liabilities and related assets are now managed by AIG Star Life
Insurance Co.

Chiyoda Life filed for court protection on Oct. 10, 2000, and
was reorganized with sponsorship from AIG under a rehabilitation
plan recently approved by the court and regulator, Standard &
Poor's said. -- CreditWire

CLARK MATERIAL: Taps Glass & Associates As Management Consultant
By order entered on April 11, 2001 by the US Bankruptcy Court,
District of Delaware, the debtor, Clark Material Handling
Company, et al., was authorized to employ Glass & Associates,
Inc. as management consultant based upon the affidavit of Shaun
K. Donnellan, a principal of Glass.

CONVERSE INC.: Reports Financial Results For Fiscal Year 2000
Net revenue for Converse, Inc. for Fiscal 2000 decreased to
$209.1 million from $235.2 million in Fiscal 1999, an 11.1%
reduction. The Company said the $26.1 million reduction in net
revenue in Fiscal 2000 was attributable to decreases of 34.4%,
17.1%, 43.2% and 12.3% in the performance, athletic originals,
children's and action sports categories, respectively, compared
to Fiscal 1999. These decreases were partially offset by a $32.0
million increase in the Company's lifestyle category, which was
introduced during Fiscal 1999. the Company recorded a net loss
of $27.4 million in Fiscal 2000 compared to a net loss of $43.6
million in Fiscal 1999.

The Company's working capital position, net of cash, was a
deficit of $136.0 million on December 30, 2000 versus a deficit
of $44.7 million on January 1, 2000.

Total current assets, net of cash, were $77.3 million at
December 30, 2000, down $42.5 from $119.8 million at January 1,
2000. The decrease in current assets is predominantly decreases
of $6.4 million and $36.3 million in accounts receivable and
inventories, respectively. The decreases in receivables and
inventories are due principally to a decrease in sales in 2000
and the continued conversion of operating subsidiaries in Europe
to third-party licensing arrangements. Total current liabilities
increased $48.8 million, from $164.5 million at January 1, 2000
to $213.3 million at December 30, 2000. The current portion of
long-term debt increased $74.7 million due to the
reclassification of convertible subordinated notes from long-
term debt in the third quarter of Fiscal 2000. This was
partially offset by a decrease of $23.7 million and $1.5 million
in the credit facility and short-term debt respectively.
Accounts payable, accrued expenses and income taxes payable
decreased $0.6 million, in aggregate, from prior year.

DXP ENTERPRISES: Shares Subject To Delisting From Nasdaq
DXP Enterprises, Inc. (Nasdaq: DXPE) has been notified by Nasdaq
Staff, in a letter dated April 17, 2001, that the Company has
failed to comply with the minimum bid price and market value of
public float requirements for continued listing as set forth in
Marketplace Rule 4310, and that its common stock, therefore, is
subject to delisting from the Nasdaq SmallCap Market. The
Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review Nasdaq Staff's determination.
DXP's common stock will continue to be listed on the Nasdaq
SmallCap Market pending the results of the hearing. There can be
no assurance that the Nasdaq Panel will grant the Company's
request for continued listing.

If DXP's common stock is delisted from the Nasdaq SmallCap
Market, the Company expects its common stock will be available
for quotation on the OTC Bulletin Board electronic quotation
system, and shareholders will be able to access current trading
information, including the last trade, bid and ask quotations,
and share volume.

DXP Enterprises, Inc. is a provider of maintenance, repair and
operating products, equipment and integrated services including
engineering expertise and logistics capabilities to industrial
customers. DXP provides customers, primarily in the general
manufacturing, oil and gas, petrochemical, service and repair
and wood products industries, with fluid handling equipment,
bearings, power transmission equipment, general mill supplies,
safety supplies and electrical products.

FINOVA GROUP: GE Aircraft Seeks Relief From Automatic Stay
GE Aircraft Engine Services, Ltd. told the Court that pursuant
to service and upgrade work on six aircraft engines, it is owed
$13,750,000 by Tower Air, Inc., which is in the course of
chapter 7 proceedings. GEAE claims it has a security interest in
the Engines pursuant to The FINOVA Group, Inc.'s subordination
of interest by way of an intercreditor agreement. GEAE believes
it is undersecured. However, three of the Engines are in
FINOVA's possession, one is in CAL's possession and one is held
by Tower Air. GEAE did not say whether the remaining Engine is
in its own possession but it said that one of the engines is not
an issue. Prior to FINOVA's filing for chapter 11 relief, GEAE
was in the course of some dispute with FINOVA in the Tower Air
case in connection with FINOVA's attempt to rescind the
intercreditor agreement, and GEAE's Injunction Motion seeking
authority to take possession of the Engines. Such actions in the
Tower Case were stayed upon the commencement of the FINOVA

By motion, GEAE requested an order of the Court pursuant to
section 362(d) of the Bankruptcy Code modifying the automatic
stay to permit GEAE to (i) take possession of the Engines free
and clear of FINOVA's claims because GEAE's interest in the
Engines is not being protected against diminution in value, and
(ii) proceed with its counterclaim in the Adversary Proceeding
filed by FINOVA in the Tower Air chapter 11 case.

Specifically, GEAE alleged,

(A) The Services Agreement and Intercreditor Agreement

     On or about October 7, 1996, Tower Air, Inc. and GEAE
entered into a services agreement pursuant to which GEAE agreed
to perform service and upgrade work on six Pratt & Whitney,
Model JT9D, aircraft engines bearing serial numbers

      * 685945 - not an issue
      * 662787, 662923, 662890 - held by FINOVA in the Arizona
      * 662417 - in Taipei in the possession of CAL
      * 662962 - held by Tower Air in a hangar in JFK Airport,
        New York.

On or about November 26, 1996, Tower, FINOVA and GEAE entered
into the Intercreditor Agreement, which was subsequently amended
on or about November 17, 1997 pursuant to which FINOVA agreed to
subordinate its interest in the Engines to GEAE's security
interest in the Engines for the purpose of securing Tower's
obligation to pay GEAE for work performed on the Engines under
the Services Agreement.

On or about October 31, 1997, in connection with the
Intercreditor Agreement, Tower and GEAE entered into a Security
Agreement on Finova Units pursuant to which Tower granted GEAE a
security interest in the Engines to secure the payment to GEAE
of amounts due under the Services Agreement. The Engine bearing
serial number 685945 is not at issue here.

The aggregate charges for the work performed by GEAE on the
Engines were $19,744,310. GEAE has received an aggregate of
$3,101,993 from Tower. According to GEAE's normal business
practices, $18,486,316 (inclusive of interest accrued through
August 1999) remains unpaid. Of that amount, approximately
$13,750,000 is allocable to the Upgrade Work, which alone
exceeds the Engines value.

(B) FINOVA's Action to Rescind the Intercreditor Agreement

     On or about August 9, 2000, FINOVA commenced an adversary
proceeding in Tower's chapter 11 case (Case No. 00-128) against
GEAE to rescind the Intercreditor Agreement.

On or about October 16, 2000, GEAE filed its answer and
counterclaim in the FINOVA Action.

The dispute in the FINOVA Action centers on FINOVA's allegations
(i) that GEAE waived Tower's obligation to comply with the terms
of a payment schedule with respect to GEAE's work in converting
the Engines from 7A to 7J status (the Upgrade Work), without
FINOVA's consent, (iii) that FINOVA subordinated is interest in
the Engines only to GEAE's charges for the Upgrade Work.

The parties have already commenced discovery in the F1NOVA

(C) FINOVA's Wrongful Possession of the Engines

     Prior to and after commencement of the F1NOVA Action,
FINOVA, through self-help and without authorization of the Tower
chapter 11 court, gained possession and retained without the
consent of GEAE of the 662787 Engine, the 662923 Engine, and the
662890 Engine. Upon information and belief, each of the three
Engines is being retained by F1NOVA in a storage facility
located in the Arizona desert. Even if, as FINOVA argued, the
trustee appointed in Tower's chapter 11 case consented to
FINOVA's taking of the three Engines, that would not have
authorized FINOVA to exercise control over the Engines to the
exclusion of GEAE and other creditors without first obtaining a
court order.

(D) GEAE's Injunction Motion

     On or about February 5, 2001, GEAE filed a motion for a
preliminary injunction seeking, inter alia, an order directing
FINOVA to surrender to GEAE possession of the three Engines and
the respective records in their possession free and clear of
FINOVA's claims, and enjoining FINOVA from interfering with
GEAE's taking possession of the Engine held by CAL and that held
by Tower Air, free and clear of FINOVA's claims.

In connection the action, GEAE offered to post a bond to cover
any damages FINOVA may suffer if FINOVA ultimately prevails on
the merits in the F1NOVA Action.

In support of its Injunction Motion, GEAE argued, inter alia,
that it faced irreparable harm based on the deteriorating market
for the Engines, and FINOVA's escalating financial difficulties
and imminent prospects of a bankruptcy filing.

On or about February 26, 2001, FINOVA filed its verified
objection to GEAE's Injunction Motion arguing, inter alia, that
FINOVA's escalating financial difficulties and imminent
prospects of a bankruptcy filing were "nothing more than

On February 28, 2001, a hearing was held on GEAE's Injunction

The Court continued the hearing to March 15, 2001 at 5:00p.m. on
the basis of FINOVA's contentions, inter alia, that its alleged
financial difficulties posed no emergency and that F1NOVA had
additional evidence from an unnamed witness on the "west coast"
whose testimony F1NOVA wanted to put on the record.

On March 1, 2001, one day after FINOVA's counsel denied in open
court GEAE's allegations of F1NOVA's financial distress and
imminent bankruptcy filing, GEAE learned that on February 28,
2001, the same date of the hearing on GEAE's Injunction Motion,
FINOVA filed with the United States Securities and Exchange
Commission a Form 8-K in which FINOVA indicated it had reached a
restructuring agreement with Leucadia National Corporation and
Berkshire Hathaway. Inc., which required FINOVA to file a
chapter 11 no later than March 8, 2001.

In light of the information contained in F1NOVA's Form 8-K, on
March 1, 2001, GEAE filed its Emergency Motion for hearing on
its Injunction Motion. On March 2, 2001 FINOVA filed an
objection to GEAE's Emergency Motion. In their Emergency
Objection, FINOVA again dismissed the newspaper articles
presented by GEAE reporting FINOVA's imminent bankruptcy filing
as "conjecture." Furthermore, in its Emergency Objection, FINOVA
argued disingenuously that the news of F1NOVA's imminent
bankruptcy filing, as reported in FINOVA's 8-K and the press
releases, was, in effect, no surprise or cause for emergency
because GEAE had already informed the court of the newspaper
articles during the hearing on its Injunction Motion.

On the eve of its imminent chapter 11 filing, FINOVA's counsel
made the following argument in response to GEAE's assertion that
F1NOVA's imminent bankruptcy created an emergency: "There will
be no action taken which would, in any way adversely affect the
value of the Engines or [GEAE's] alleged claims that cannot wait
until the adjourned hearing on the GEAE Injunctioni Motion."

At the time that FINOVA's Emergency Objection was filed, FINOVA,
through counsel, knew or should have known that the automatic
stay would preclude GEAE from proceeding with the adjourned
hearing on its Injunction Motion, scheduled for March 15, 2001,
immediately upon F1NOVA's filing chapter 11 on or before March
8, 2001.

On March 7, 2001, F1NOVA commenced its chapter 11 case.

On March 12, 2001, GEAE filed a Notice in Tower's bankruptcy
case informing the court of FINOVA's chapter 11 filing and
acknowledged that the automatic stay in FINOVA's chapter 11 case
precluded GEAE from continuing to prosecute its counterclaim and
its Injunction Motion in the FINOVA Action or continuing with
the related discovery until such time as relief from the stay is
granted. On March 14, 2001, the Tower chapter 11 court
adjourned, without date, the March 15, 2001 hearing. As a
result, GEAE now to reapply to the Court in the FINOVA chapter
11 cases for the turnover of the Engines it had previously
sought from the Tower chapter 11 court.

(E) The Engines Continue to Deteriorate in Value

     The airline industry is currently experiencing a downturn in
general and in particular with respect of the model of aircraft
engine that is in dispute. Moreover, there is no reasonable
prospect that the market for the Engines will improve in the
near future because the host aircraft for such engines, the 747
series 100 and 200 aircraft, have been out of production since
the 1980s and a growing number of these aircraft are being
grounded and used for scrap.

In fact, it is possible that in time, the Engines could end up
being virtually worthless to GEAE as security for its
outstanding indebtedness.

The value of the Engines would be maximized if GEAE puts the
Engines into service or dismantles them and sells their parts
before the market deteriorates further.

                           *  *  *

GEAE asserted that Section 362(d)(1) of the Bankruptcy Code
authorizes bankruptcy courts to grant any party in interest
relief from the automatic stay for "cause, including lack of
adequate protection of an interest in property" and the
requirement of adequate protection is mandatory under 11 U.S.C.
secton 363(e). Thus, when a secured party's interest in a
depreciating piece of equipment is not being adequately
protected, the debtor must provide protection for such party's
interest upon request, GEAE argued.

In this case, the movant goes on, GEAE has a first priority,
perfected security interest in the Engines that is entitled to
protection, GEAE performed all obligatory service, including the
Upgrade Work, on the Engines in accordance with the Services
Agreement and GEAE's charges for that work, even if limited to
the Upgrade Work, exceed the Engines' value.

GEAE contended that the existence of issues regarding scheduling
and reporting of Tower's payment obligations and the scope of
FINOVA's subordination do not entitle FINOVA to remain in
possession of the Engines without providing GEAE with adequate
protection, and should not prevent GEAE from taking title to the
Engines free and clear of FINOVA's claims, especially since
FINOVA initially came into possession of the Engines wrongfully.

                China Airlines Ltd.'s Response

CAL does not object to the motion which if granted will enable
CAL to attempt to enter into an agreement with GE with regard to
Engine 662417. CAL asserted that since that Engine is in CAL's
possession in Taiwan and is subject to CAL's psssessory liens,
GE is not entitled to possession of the Engine unless and until
CAL's possessory liens are satisfied. CAL files the response to
preserve its rights, claims and liens with regard to the 662417
Engine or its rights to maintain possession of the Engine unless
and until its liens are satisfied.

                     Objection by FINOVA

The Debtors pointed out that the issue is one of lien priority.
FINOVA obtained a first priority security interest in the
engines and other collateral in connection with various loans
and security agreements with Tower. The Debtors acknowledge that
FINOVA subsequently agreed to subordinate its first priority
lien to that of GEAE. However, the agreement to subordinate was
made pursuant to certain conditions as set forth in the
intercreditor agreement between FINOVA, GEAE, and Tower, the
Debtors told the Court. GEAE has breached that agreement, FINOVA
alleges, and therefore, FINOVA asserted that its lien is prior
in right to that of GEAE.

FINOVA noted that under the Intercreditor Agreement and absent
an Event of Default under the Services Agreement, GEAE's
security interest in each of the Engines would be extinguished
within twenty-four months after the Despatch Date of that
Engine, and the last of the despatch dates for the five Engines
in question is January 7, 1998. This suggests that absent a
default, all payments with respect to the Upgrade Work should
have been made and GEAE's security interest in the Engines
should have been all released.

FINOVA believes that GEAE has increased the amounts due from
Tower to include amounts for additional work not contemplated
under the Intercreditor Agreement. FINOVA believes that GEAE has
misapplied payments made by Tower for the Upgrade Work to
satisfy other, unsecured obligations but F1NOVA did not consent
to subordinate its security interest in the Engines for the
purposes of any additional services beyond the Upgrade Work.

In this connection, FINOVA alleged that GEAE has waived Tower's
obligations under the Services Agreement and has agreed to
restructure Tower's payment obligations and to extend its time
for payment, all without obtaining FINOVA's written consent and
in direct violation of the Intercreditor Agreement. As a result,
to date, GEAE has only released its security interest on one of
the six Engines, FINOVA charged.

FINOVA said that it has been unable to verify the amounts still
owed by Tower because, despite numerous requests, GEAE has
failed to provide to FINOVA an accounting of Tower's outstanding
debt to GEAE under the Services Agreement.

FINOVA indicated that it is prepared to offer the testimony of
Ms. Marilyn Petrina, FINOVA's portfolio manager responsible for
the Tower account at a deposition or before the Court because
Ms. Petrina was unable to appear at the Preliminary Hearing due
to family circumstances. FINOVA is also prepared to present the
testimony of Mr. Morten Beyer, Chairman and CEO of Morten Beyer
& Agnew. Mr. Beyer is a Certified Senior Aircraft Appraiser by
ISTAT (the professional society of aircraft evaluators) and will
opine on the fair market value of the Engines at issue. Mr.
Beyer will testify that a member of his staff has inspected the
three Engines in F1NOVA's possession and has reviewed the
records for those Engines. He will testify that the Engines and
their records are in good condition and are being well

           Breach of the Intercreditor Agreement

Specifically, FINOVA told the Court that the Intercreditor
Agreement provides that the Engines will be inducted into GEAE's
service program for performance of the Upgrade Work on a
staggered basis over the period September 30, 1996 through
September 30, 1997. Payment for the Upgrade Work on each Engine
was to be made in twenty-four equal monthly installments,
commencing on the date GEAE completes the Upgrade Work on each
Engine and returns the Engine to Tower (the Despatch Date). GEAE
contractually agreed to release its security interest in each
Engine once Tower completed its payment for the Upgrade Work on
that Engine. FINOVA draws the court's attention to Section 3(b)
of the Intercreditor Agreement: - "[U]pon the payment by Tower
to GE of the amounts due with respect to the services performed
on any Engine (after such payment, such Engine being referred to
as a "Paid Engine"), GE shall, at the request of Tower or
F1NOVA, promptly release its security interest in such Paid
Engine regardless of whether any other amounts are outstanding
with respect to any of the other Engines that constitute a
portion of the Collateral."

The Despatch Dates for each of the Engines upon FINOVA's
information and belief were:

      Engine Serial Number           Despatch Date
      --------------------           -------------
            685945                September 17, 1997
            662417                October 30, 1997
            662923                November 28, 1997
            662962                December 31, 1997
            662787                January 7, 1998

To enable F1NOVA to monitor the subordination of its security
interest, pursuant to the Intercreditor Agreement, GEAE is
obligated to provide written notice to FINOVA of the completion
of the Upgrade Work and GEAE is obligated to deliver a statement
setting forth the payment amounts within seven days of FINOVA's
request, the Debtors told the Court.

FINOVA also told the Court that, in order to insure that Tower's
debt to GEAE was discharged promptly, under the Intercreditor
Agreement, GEAE cannot amend or waive compliance with any
provisions of the Services Agreement that would result in an
extension of Tower's time to make payments or increase the
amounts owed by Tower without prior written consent of FINOVA:
"GE may not amend or waive compliance with any provisions of the
Services Agreement in any manner which would increase the amount
or extend the time of payment of the principal and interest or
any other amounts secured thereby without the prior written
consent of F1NOVA."

Ms. Petrina will testify that, despite repeated requests, GEAE
failed to provide FINOVA with the information it was obligated
to provide under the Intercreditor Agreement, and that, when
GEAR did provide some information, it could not be reconciled
with the information provided to F1NOVA by Tower. Further, it
was unclear from that information how GEAR had applied Tower's
payments in satisfaction of the liens, whether those payments
had been applied to overhauls, as opposed to upgrades, of the
Engines or additional work for which FINOVA's security interest
was not subordinate, and the total amount of work performed on
any particular Engine and when it had been despatched. As a
result, F1NOVA was unable to monitor the release of GEAR's liens
in the Engines, and believes that the liens on the Engines may
have been satisfied.

Ms. Petrina also will testify regarding representations made by
Tower that GEAR's liens had been satisfied and that F1NOVA is
entitled to a first priority interest in the Engines.

Ms. Petrina will also testify that, on or about September 28,
1999, GEAR agreed to begin releasing its liens on the Engines,
one per month, beginning that month. Ultimately, however, GEAR
released only one Engine, and Ms. Petrina is prepared to testify
that GEAR began to retreat from its commitment -- and ultimately
reneged altogether -- shortly thereafter.

           Storage and Maintenance of Aircraft Engines

Regarding its keeping three of the Engines in the Arizona
Desert, FINOVA explained that it is doing this in order to
protect and preserve. FINOVA points out that no transfer of
title has been made in this connection. FINOVA told the Court
that, pursuant to an agreement with the Chapter 7 Trustee in the
Tower bankruptcy proceeding, it transported two aircraft, which
contained the Engines bearing serial numbers 662787, 662923, and
662980 to Evergreen Air Center in Pinal Park, Marana, Arizona
and is insuring these Engines at its own cost and expense.
Evergreen, FINOVA noted, is a well-known facility for the
maintenance and storage of aircraft and aircraft Engines.

FINOVA believes that Engine 662962 is currently uninsured and is
located in a hangar at JFK Airport in New York, and Engine
662417 is being held by China Airlines Ltd. in a repair facility
in China.

FINOVA contests GEAE's repeated complaints that FINOVA engaged
in "self help" when it obtained possession of these three
Engines. FINOVA cited what the Trustee's representative said
during a hearing in the Tower proceedings, "the Trustee was
aware and agreed for F1NOVA to take possession. Because the
Trustee and the bankruptcy estate were under great pressure to
vacate the hangars in the area of JFK."

Moreover, whether the transfer of the Engines violated the
automatic stay in the Tower bankruptcy proceedings is irrelevant
to the subject motion in FINOVA's proceedings.

The Debtors reminded the Court that, whether it is FINOVA or
GEAE that maintains the storage of the engines, there must be a
determination of the value of the engines, of the respective
claims by F1NOVA and GEAE with respect to the priority of their
respective security interests in those engines, and of the
question whether the value of the engines is diminishing. Only
then, the Debtors argued, can a determination be made as to
whether GEAE must be adequately protected if FINOVA continues to
possess the engines, and as long as Tower has title to the
engines, neither party may sell or use the engines without
relief of the Bankruptcy Court in the Tower bankruptcy case.

Therefore, FINOVA requested that the Court partially lift the
stay to allow these issues to be determined in the Tower
bankruptcy case on a modified schedule that would allow all
interested parties in the FINOVA proceedings to fully
participate. In the alternative, if the Court wishes to
determine these issues in connection with the FINOVA
proceedings, FINOVA requests that the Court set a schedule
to allow for discovery to address the issues of valuation of the
engines, of whether that value has diminished, and of the
relative priorities of the liens.

F1NOVA believes that discovery will show that GEAR has in fact
been paid for most, if not all of the Upgrade Work it has
performed on the Engines. In that event, GEAE's security
interest in the Engines should be immediately released.

           Relief from the Automatic Stay

FINOVA argued that GEAE has not shown that it is entitled to
relief from the automatic stay. Due to the importance of the
automatic stay, a party seeking to lift the stay under Section
362 bears the burden of making an initial showing that cause
exists to grant that relief. While GEAE argued that it is
entitled to relief from the stay because its interests in the
Engines are not being adequately protected, GEAE has not alleged
that adequate protection measured by the amount by which the
value is diminishing in value is unavailable, nor has GEAE made
the required showing that it is entitled to adequate protection
at all, FINOVA contends. FINOVA observes that because the
Engines still remain the property of the Tower estate and any
lack of adequate protection of GEAE's interest in the Engines is
caused by the Tower stay and not the actions of FINOVA.

FINOVA also asserted that:

      (1) The evidence will not establish that GEAR's security
interest in the Engines is superior to that held by FINOVA
because Ms. Petrina's testimony will show that even if GEAE once
held a security interest in the Engines that was senior to
FINOVA's, due to GEAR's breaches of the Intercreditor Agreement,
GEAR's security interest should be subordinated to that of

      (2) The evidence will not establish that GEAR is still owed
payments in connection with its Services Agreement with Tower.

      (3) The evidence will not establish that, in the event that
GEAR is still owed payments in connection with the Upgrade Work
it performed on the Engines, GEAR is owed amounts in excess of
the fair market value of the Engines. FINOVA points out that
GEAE has not presented any evidence concerning the approximate
fair market value of the Engines, and the Court cannot determine
whether GEAR is entitled to adequate protection of its interests
in the Engines, without determining the value of the collateral.
In contrast, FINOVA is prepared to present the testimony of Mr.
Morten Beyer, Chairman and CEO of Morten Beyer & Agnew, at the
Preliminary Hearing concerning, among other things, the Engines
fair market value.

      (4) The evidence will not establish that the value of the
Engines is diminishing and can be expected to diminish
throughout the duration of the bankruptcy proceedings. FINOVA
reminds the Court that GEAR must show that the Engines are
diminishing in value in order to obtain the relief it seeks. It
has not done so, and will not be able to do so, FINOVA asserted.

In support of its position, GEAR offered a two page affidavit
from Mr. Richard Britton, which states that the "value of
the JT9D Engines as a whole is decreasing. . . in the
marketplace" and that the "market for JT9D engines is worse than
it was two years ago." FINOVA observed that Mr. Britton,
however, does not place a current value on the Engines at issue,
or give any estimate of the amount of the expected decline in
the value of those Engines in the marketplace but F1NOVA is
prepared to offer the testimony of Mr. Beyer on this issue. In
addition, the evidence will establish that wholly apart from the
question of value of the Engines as operating Engines, the
Engines have a substantial residual value if sold only for

      (5) The evidence will not establish that, in the event the
Court finds that there is a lack of adequate protection, F1NOVA
cannot provide that protection in some manner. Therefore, FINOVA
should be entitled to keep possession of the Engines and the
stay should remain in place.

           Modification of the Stay for the Purposes of
             Proceeding With the Adversary Proceeding

FINOVA agreed that the dispute concerning who properly holds the
first priority security interest in the Engines needs to be
resolved as soon as possible. Therefore, FINOVA is prepared to
consent to a partial lifting of the automatic stay for the
limited purpose of allowing the Adversary Proceeding to continue
on a modified schedule, allowing sufficient time for discovery.
Although the Adversary Proceeding would continue within the
Tower bankruptcy proceedings, F1NOVA submitted that all parties
in interest in the FINOVA bankruptcy proceedings must be allowed
the opportunity to participate. (Finova Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)

FREEREALTIME.COM: Files Chapter 11 Petition in C.D. California
--------------------------------------------------------------, Inc. (OTC Bulletin Board: FRTI) filed a
voluntary petition for relief, for itself, and its wholly-owned
subsidiary, under Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy
Court for the Central District of California. The Company's
other subsidiaries,, Inc. and its subsidiaries, and
Digital Offering, Inc. are not included in the petition.

While under the protection of the bankruptcy court, the Company
intends to continue to operate its web site,,
as it pursues strategic alternatives for its business and
properties, including the sale of all or substantially all of
its assets.

FULL HOUSE: Receives Nasdaq's Delisting Notice
Full House Resorts, Inc. (Nasdaq: FHRI) said it received a
Nasdaq Staff Determination on April 19, 2001 indicating that the
Company has failed to comply with the minimum bid price
requirement for continued listing set forth in Marketplace Rule
4310(c)(4), and that its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market. Accordingly, the
Company's securities will be delisted from the Nasdaq SmallCap
Market at the opening of business on April 27, 2001. The
Company's securities are eligible for listing on the OTC
Bulletin Board.

Full House Resorts, Inc. is a manager and developer of gaming
entertainment enterprises. We are currently involved with
operating casino projects in North Bend, Oregon and Harrington,
Delaware, as well as development projects in Battle Creek,
Michigan and Southern California.

ICG COMM: Trustee Balks At Move To Pre-Approve Bidder Incentives
Patricia A. Staiano, United States Trustee for Region 3, through
Frank J. Perch, Assistant United States Trustee, objected to the
ICG Communications, Inc.'s Motion. The Debtors sought pre-
approval of a breakup fee of up to three percent of the
aggregate purchase price to be offered to prospective stalking
horse bidders, without reference to the terms of a specific
transaction; i.e., without knowledge of what assets are to be
sold, what terms are proposed, or who the proposed buyer is. The
Trustee submitted to Judge Walsh that approval of a breakup fee
in a vacuum, without the context of a specific transaction or
specific bid against which to evaluate the proposed fee or range
of fees, cannot possibly meet the standard set by the Court of
Appeals for the Third Circuit in decisions such as In re O'Brien

The Trustee further objected to the blanket approval of breakup
fees in a vacuum on the grand that no stalking horse bidder
should be entitled to a breakup fee unless and until the Court
can make a determination that the stalking horse bid would, if
accepted, constitution a transaction that would meet the
standard for approval of asset sales. The application seeks pre-
approval of a breakup fee and expense reimbursement even in
circumstances where such relief would be inappropriate or at
least subject to higher scrutiny, such as where the proposed
purchaser is an insider or affiliate, or a credit bid of a
secured creditor or a landlord bidding on its own lease.

The application also seeks pre-approval of a "limited no-shop
provision" that would bar the Debtors from seeking competitive
bids upon accepting a stalking horse bid. It is similarly
inappropriate for Debtors to request blanket pre-approval of
such a provision the appropriateness of which is dependent on
the findings that the Court cannot now make, such as that the
Debtor has adequately marketed the assets in question and
adequately solicited potential bidders prior to accepting the
bid to be protected, and that the bidder being protected is not
an insider or affiliate, or a secured creditor credit-bidding on
its own collateral, or a landlord bidding on its own lease.
Further, the approval of a no-shop provision binding on the
Committee appears to the Trustee inconsistent with the
Committee's fiduciary duties. (ICG Communications Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-

IMPERIAL CREDIT: Falls Short Of Nasdaq's Listing Requirement
On April 20, 2001, Imperial Credit Industries received a Nasdaq
Staff Determination that the Company fails to comply with the
minimum bid price requirement for continued listing set forth in
the Nasdaq Marketplace rules, and that its securities are,
therefore, subject to delisting from the Nasdaq National Market.

The Company has filed its request for a hearing before the
Nasdaq Listing Qualifications Panel to review the Staff
Determination, and will present the Panel with the Company's
recapitalization plan. There can be no assurance that
Qualifications Panel will grant the Company's request for
continued listing. Pending the final decision of the
Qualifications Panel, the Company's securities will continue to
trade on the Nasdaq National Market.

Imperial Credit Industries, Inc., a diversified financial
services holding company, was formed in 1991 and is
headquartered in Torrance, California. The Company's major
business activities are primarily conducted through Southern
Pacific Bank, a wholly owned subsidiary. The Company also owns
an equity interest in Imperial Capital Group, LLC (approximately
38% ownership).

KCS ENERGY: Annual Stockholders Meeting Is On May 24 In Houston
The Annual Meeting of Stockholders of KCS Energy, Inc. will be
held on May 24, 2001, at the Marathon Oil Tower, 5555 San Felipe
Road, Houston, Texas, at 9:00 a.m. local time for the following

      (1) To elect two directors to serve until the Annual
          Meeting of Stockholders in 2004;

      (2) To take action upon any other business as may properly
          come before the Meeting, or any adjournment thereof.

The Board of Directors has fixed the close of business on March
30, 2001, as the record date for the determination of the
stockholders entitled to notice of and to vote at the Meeting or
any adjournment thereof.

KYOEI LIFE: S&P Withdraws Ratings After Reorganization
Standard & Poor's withdrew its 'R' long-term counterparty credit
and insurer financial strength ratings on Kyoei Life Insurance
Co. Ltd. after confirming that the company's restructured
liabilities and related assets are now managed by Gibraltar Life
Insurance Co.

Kyoei Life filed for court protection on Oct. 20, 2000, and was
reorganized with sponsorship from Prudential Insurance Co. of
America under a rehabilitation plan recently approved by the
court and regulator, Standard & Poor's said.

LILLY'S JEWELERS: Files for Chapter 11 Bankruptcy Protection
Lillys' Jewelers filed for chapter 11 protection last week and
plans to liquidate its assets, according to The Charleston
Gazette. Store owners hired a national jewelry liquidator to
sell the inventory that is valued at about $2 million. The
company's nine West Virginia stores could be sold to other
jewelers, said company attorney Steven Thomas. According to the
store's bankruptcy filings, if Lillys' had not filed for
bankruptcy, it could have lost more than $460,000 in the next
fiscal year. Lillys' has more than 200 creditors. The jeweler's
largest creditor, City National Bank, is owed more than $1.3
million. Lillys' owes other unsecured creditors between $1.4
million and $1.8 million. (ABI World, April 23, 2001)

LTV CORPORATION: Appoints Carl B. Frankel to Board of Directors
The LTV Corporation (OTC Bulletin Board: LTVCQ) announced that
Carl B. Frankel, retired general counsel of the United
Steelworkers of America union, has been appointed a director of
the Corporation. Under the terms of the labor agreement between
LTV Steel and the United Steelworkers of America (USWA), the
union may nominate one director. The last director nominated by
the USWA was Edgar Ball who retired in 1999.

We are very pleased to welcome Carl Frankel to the LTV Board. He
brings with him a reputation of extraordinary intelligence and
integrity and his participation in our efforts to secure a
hopeful future for LTV is most welcome, said William H. Bricker,
LTV's chairman and chief executive officer. LTV and all of its
constituents face very severe consequences unless we
successfully restructure LTV's integrated steel unit into a
viable business that is fully competitive in the domestic and
international marketplace. Mr. Frankel's 30 years of experience,
and his knowledge of the complex problems facing steel will be
invaluable to our efforts on behalf of LTV's shareholders,
employees and communities, Mr. Bricker said.

Mr. Frankel, a graduate of the University of Chicago College and
Law School, joined the USWA in 1968 as associate general
counsel. He served at the staff level of the Collective
Bargaining Forum, a government/union/ management committee
designed to improve labor relations in the United States. He
also played a prominent role in presenting the union's position
on matters related to foreign trade to various government
bodies. Mr. Frankel also served the union as one of its leading
negotiators in the basic steel industry. He was one of the
architects and negotiators of the USWA's New Directions
bargaining program which included partnership, employment
security, neutrality, board representation, and partially funded
retiree health benefits.

The LTV Corporation is a manufacturing company with interests in
steel and metal fabrication. LTV's Integrated Steel segment is a
leading producer of high-quality, value-added flat rolled steel,
and a major supplier to the transportation, appliance,
electrical equipment and service center industries. LTV's Metal
Fabrication segment consists of LTV Copperweld, the largest
producer of tubular and bimetallic products in North America and
VP Buildings, a leading producer of pre-engineered metal
buildings for low-rise commercial applications.

MARINER: Health Seeks Further Extension To Decide On Leases
To avoid premature assumption of large, long-term liabilities,
which will give rise to needless administrative priority claims,
or premature rejection of potentially valuable interests, the
Health Debtors sought a further extension of the period within
which they must assume or reject all of the 64 non-residential
real property leases unexpired as at petition to the earlier of
(a) September 17, 2001, and (b) the effective date of a plan of
reorganization, without prejudice to their right to seek a
further extension and the right of any lessor to request that
the extension be shortened as to a particular lease.

The Debtors covenant that they will be current on their
postpetition obligations under the unexpired leases and intend
to continue to pay postpetition rent and tax obligations under
these leases as they become due, except to the extent that any
unexpired lease is subsequently rejected. (Mariner Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,

NORTHWESTERN STEEL: Asks Court To Establish June 18 Bar Date
Northwestern Steel and Wire Company seeks to establish June 18,
2001 at 4:00 PM as the last date and time by which all creditors
of the debtor and its estate, including governmental entities,
must file proofs of claim in this case with respect to claims
arising prior to December 19, 2000.

OWENS CORNING: Agrees To Provide Utilities Payment Assurance
Through Mark S. Chehi and David R. Hurst of the Wilmington
branch of Skadden, Arps, Slate, Meagher & Flom LLP, together
with Norman L. Pernick and J. Kate Stickles of the Wilmington
firm of Saul Ewing LLP, Owens Corning have reached a series of
agreements with various utility companies regarding "adequate
assurance" to those utilities of the various Debtors' payment of
postpetition utility charges. In October the Debtors filed a
motion for interim and final orders prohibiting utilities from
altering, refusing or discontinuing services on account of
prepetition invoices, and establishing procedures for
determining requests for additional adequate assurances of
payment other than and in addition to the Debtors' prepetition
payment record. This motion was granted, and the Debtors have
reached agreements with various utilities to provide additional
adequate assurance under the procedures described in the Motion,
and ordered by the Court. In each instance these additional
agreements require that the Debtors post a cash security deposit
with the utility, which will bear interest as provided for under
the utility's regulations, and which will be returned to the
Debtors, less any amounts due for unpaid utility invoices for
postpetition services, as provided by the regulations.

If there is a default by the Debtors with respect to (i) payment
of the security deposit, or (ii) payment of charges for
postpetition utility services, as to which there is not a good
faith dispute, and which is not cured within the greater of ten
days or the period provided for in the regulations after written
notice from the utility to the Debtors, then the utility may
terminate postpetition utility services to the Debtors in
accordance with the regulations and without further order of
the Court.

Any undisputed charge for postpetition utility services provided
by the utility to the Debtors will constitute an administrative
expense entitled to such priority of payment as is provided by
the Bankruptcy Code.

      Utility                             Additional assurance
      -------                             --------------------

      Allegheny Power                        $ 1,850
      Fairmont, West Virginia

      AmerenUE                               $ 212
      St. Louis, Missouri

      American Electric Power                $ 533,295
      Roanake, Virginia

      Arkansas Western Gas Company           $ 125
      Fayetteville, Arkansas

      Baltimore Gas & Electric               $ 42,000 plus terms*
      Baltimore, Maryland

      Cincinnati Gas & Electric Co. and      $100,000 L/Credit
      Affiliates, including The Union Light,
      Heat & Power Co. and Lawrenceburg Gas
      Cincinnati, Ohio

      Columbia Gas of Ohio                   $ 35,396 plus terms*
      Columbus, Ohio

      Consumers Energy                       $ 29,473
      Jackson, Mississippi

      Crossroads Distribution Center LLC     $ 10,000 plus terms*
      Oklahoma City, Oklahoma

      Dominion East Ohio Gas                 $ 2,306
      Richmond, Virginia

      Dominion Virginia Power                $ 131,375
      Richmond, Virginia

      Entergy Arkansas, Inc.                 $ 630
      Entergy Gulf States, Inc.              $ 1,085
      Entergy Louisiana, Inc.                $ 1,230
      Entergy Mississippi, Inc.              $ 425 (prepetition)
      New Orleans, Louisiana

      Florida Gas Transmission Co.           $ 15,000
      Houston, Texas

      Florida Power Corporation              $ 500
      Clearwater, Florida

      Florida Power & Light Company          $ 15,000
      Washington, DC

      Georgia Power Company and              $ 500,000
      Savannah Electric Company
      Atlanta, Georgia

      Greenville Utilities Commission        $ 300
      Greenville, North Carolina

      Industrial Gas Supply                  $ 39,322
      Houston, Texas

      Ionex Telecommunications, Inc.         $ 600
      Wichita, Kansas

      Jackson Utility Division               $ 500,000
      Nashville, Tennessee

      Johnson City Power Board               $ 3,000
      Johnson City, Tennessee

      Lakeland Electric & Water              $ 2,000
      Lakeland, Florida

      Memphis Light, Gas & Water             $ 56,231
      Memphis, Tennessee

      Metropolitan Water Reclamation         $ 350
      Chicago, Illinois

      Morehead City Water Department         $ 400
      Morehead City, North Carolina

      Niagara Mohawk Power Corp.             $ 350,000
      Buffalo, New York

      Northern Indiana Public Service Co.    $ 36,320
      Merrillville, Indiana

      Pacific Gas & Electric Company         $ 117,000
      Stockton, California

      PacifiCorp (Utah Light & Power and     $ 35,000
      Pacific Power & Light)
      Portland, Oregon

      Piedmont Natural Gas Company, Inc.     $ 75,000
      Charlotte, North Carolina

      Public Service Electric & Gas Co.      $ 69,760
      Kearney, New Jersey

      Reliant Energy Entex                   $ 36,506
      Houston, Texas

      Scana Corporation (South Carolina Electric
      And Gas, Scana Energy and PSNC Energy) $ 27,622
      Columbia, South Carolina

      Shelby Energy Cooperative, Inc.        $ 2,000
      Shelbyville, Kentucky

      Slemco                                 $ 320
      Lafayette, Louisiana

      Southern California Edison             $ 60,000
      Rosemead, California

      Southwest Gas Corp.                    $ 25,000
      Las Vegas, Nevada

      TXU Electric & Gas                     $ 500,000
      Dallas, Texas

      Verizon Communications, Inc.           $ 40,000
      Atlanta, Georgia

      Xcel Energy                            $ 4,000
      Eau Claire, Wisconsin

The Debtors' stipulation with each of Crossroads Distribution
Center, Baltimore Gas & Electric, and Columbia Gas of Ohio calls
for a deposit, and also provides that the terms of postpetition
services from the utility to the Debtors will be governed by the
applicable rules, regulations, tariffs, statutes, laws,
ordinances and customary billing procedures governing utilities
in the State in which the account by which the utility services
the Debtors is located. The utility will continue to provide
utility services to the Debtors and will continue to invoice the
Debtors for such services in the same manner as was customary
prior to the Petition Date, and the Debtors agree to pay the
full, undisputed amounts of the utility's postpetition invoices
on or before the due dates set out in the invoices, and if the
Debtors fail to do so, then the utility may avail itself of its
remedies as provided under the regulations. The Debtors are to
promptly notify the utility of any refusal or failure of
delivery by any entity that is supplying natural gas to the

Upon presentation with this series of stipulations, Judge
Fitzgerald signed and approved each of them. (Owens Corning
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

PACIFIC GAS: Seeks Permission to Fund Energy Efficiency Programs
Pacific Gas and Electric Company filed a motion with the U.S.
Bankruptcy Court asking the court to confirm that the funds
collected by the utility for Public Purpose Programs --
including energy efficiency, low income, research and
development and renewable generation programs -- are not part of
the bankruptcy estate and can be used to honor pre-petition
obligations incurred in connection with the Public Purpose

If its motion is approved by the court, Pacific Gas and Electric
Company will be able to immediately pay for costs incurred in
connection with the Public Purpose Programs prior to April 6,
the day it filed for protection under Chapter 11 of the U.S.
Bankruptcy Code. The utility owes approximately $37 million to
consumers who have requested rebates and to contractors who have
performed work in customers' homes and businesses to make them
more energy efficient. A favorable ruling will also ensure that
the $260 million now in the energy efficiency accounts will be
fully available for payments for these programs.

Pacific Gas and Electric Company operates the most extensive
energy efficiency programs in the nation, and the continued
vitality of these programs will be a critically important part
of California's efforts to reduce the severity of rolling
blackouts this summer.

The utility collects more than $200 million each year from
ratepayers, and administers energy efficiency programs under the
auspices of the California Public Utilities Commission. The
funds are used to provide customers with rebates for energy
efficient appliances, lighting and equipment; weatherization
services for low-income customers; and consulting services for
residential and business customers. Pacific Gas and Electric
Company's ratepayers also fund research and development and
renewable generation programs through the California Energy

PROTECTION ONE: Fitch Cuts Senior Notes To B, Sub Debt To CCC+
Fitch has downgraded Protection One, Inc.'s (POI) senior
unsecured notes to 'B' from 'B+' and the company's senior
subordinated notes to 'CCC+' from 'B-'.

These notes were issued by Protection One Alarm Monitoring,
Inc., the company's wholly owned subsidiary. The company's
ratings are removed from Rating Watch Negative. The Rating
Outlook is Negative.

The rating actions reflect the company's declining financial
performance, limited financial flexibility, and execution risk
surrounding the company's operating strategy. The company is
removed from Rating Watch Negative as POI has stated that the
SEC questions regarding the company's accounting treatment of
amortization for new customers appear to have been resolved. The
outlook reflects the company's anticipated weaker financial and
operational performance, challenges in reversing attrition
trends, and continued limited financial flexibility.

POI's year-end operating results include higher operating costs
and above industry-average customer attrition levels. This
resulted in EBITDA margins declining to 33.6% from 34.3% in 1999
as operating expenses increased due to additional staff to
improve customer service intended to offset higher attrition
rates. The company has stated that it is taking specific steps
to improve these attrition rates to normal industry levels.
However, Fitch believes EBITDA margins and overall credit
protections measures will continue to be challenged as efforts
continue by management to improve the company's operational

Credit statistics show the interest coverage ratio, measured by
EBITDA to interest incurred, remaining the same at 2.4 times (x)
at Dec. 31, 2000, when compared to the same period in 1999.
POI's leverage, measured by total debt to EBITDA, decreased to
4.4x, compared to 5.4x at the end of 1999. This is mainly
attributable to the company's disposition of its European
operations to Westar Industries, Inc. (Westar) for approximately
$244 million, consisting of $183 million in cash and $61 million
of POI debt securities. The company utilized the cash proceeds
as well as internal cash flow to repurchase its own debt at a
discount. However, Fitch anticipates that leverage will
increase, interest coverage could deteriorate further, and cash
flow after capital expenditures will be challenged. POI could
face liquidity constraints and may have difficulty accessing the
capital markets in the near term, as issues relating to its weak
operating and financial performance remain unclear.

Although the company negotiated with banks to provide
independent financing via a long-term credit facility the
company elected to extend its credit facility with Westar, which
is also an approximate 85% equity owner of POI. The current $115
million facility expires on Jan. 2, 2002, and can be increased
by up to an additional $40 million for acquisitions and other
discretionary spending. As of March 30, 2001, the company had
$135 million outstanding from this facility. POI continues to be
in discussion with banks for long term financing in addition to
considering asset dispositions to improve its liquidity.

POI is a leading provider of property monitoring services,
providing electronic monitoring and maintenance of alarm systems
to over 1.4 million customers in North America as of Dec. 31,
2000. Revenues are generated primarily from recurring monthly
revenues for monitoring and maintaining the alarm systems that
are installed in customers' homes and businesses.

SIMITAR ENTERTAINMENT: Plan Confirmation Hearing Set For May 17
The disclosure statement filed by Simitar Entertainment, Inc.
was approved by order entered on March 27, 2001 by the Honorable
Dennis D. O'Brien, US Bankruptcy Court, District of Minnesota.

A hearing to consider confirmation of the plan will be held on
May 17, 2001 at 9:30 AM.

The value of the debtor's assets are likely not sufficient to
pay in full the secured claim of Congress Financial Corporation,
debtor's lender. As of March 2, 2001, the Congress secured claim
totaled $4.9 million.

SKINNER ENGINE: Files for Chapter 11 Protection
Skinner Engine Co., one of Erie, Pa.'s oldest industrial
companies, filed for chapter 11 protection, according to the
Erie Times-News. A list of the company's creditors has not yet
been filed. Mike McInchak, president of United Auto Workers
Local 1697, said the company was forced to seek protection
because it is facing slow orders and a number of customers who
haven't paid their bills. "The gist of it is we have some money
problems and our corporate headquarters put us into chapter 11,"
he said. The company dates back to 1868 where it began its
business building steam engines. Since that time it has built
gas engines and eventually began building turbines for power
generation and mixers. (ABI World, April 24, 2001)

STROUDS INC: Bankruptcy Court Gives Go Ahead For Asset Sales
By order entered on April 12, 2001, Strouds, Inc. was granted
authority to enter into a certain asset purchase agreement
authorizing the sale of substantially all of the debtor's assets
to Strouds Acquisition Corporation.

On the Closing Date and as set forth in the agreement the Buyer
shall pay the following purchase price for the assets:

      * Cash in the amount equal to the sum of 37% of the retail
value of the Inventory based upon the sum set forth in the
Seller's Inventory stock ledger, subject to adjustment, if any
in the price to be paid for Inventory that the Seller has
purchased more than 12 months prior to the Closing Date that is
in excess of $6 million, for which the purchaser shall pay 27%
of the retail value of such Inventory; assumption by the debtor
of the accounts payable to trade vendors or other post--petition
obligations, in an amount of $3 million and all accrued vacation
and applicable payroll taxes payable for employees to be
retained following the Closing Date in an amount not to exceed
$1.1 million; assumption by Buyer of all liabilities for gift
certificates and merchandise credits not to exceed $1.4 million;

      * reimbursement in cash for the actual amounts of certain
advertising expenses, not to exceed $500,000; the sum of $2
million in cash;

      * reimbursement of the debtor's closing month rent
following the closing date;

      * $2 million to be paid tot he debtor in the form of a non-
interest bearing note, to be paid in four equal installments of
$500,l000; and $106,275 in cash as reimbursement for the

SYBASE INC.: Stockholders To Convene in California On May 24
The 2001 Annual Meeting of Stockholders of Sybase, Inc., will be
held at 10:00 a.m., Thursday, May 24, 2001, at Sybase, Inc.
Eniac Conference Room 1650 - 65th Street, Emeryville, California
94608, to act upon the following:

      - Election of three Class III directors

      - Amendment of the 1996 Stock Plan to increase the share
        reserve by 4,000,000

      - Adoption of the 2001 Director Option Plan

      - Ratification of Ernst & Young LLP as independent auditors
        for 2001

      - Transaction of other business properly brought before the

Stockholders are entitled to vote on these matters if they were
a stockholder of record at the close of business Monday, April
2, 2001.

SYMONS INTERNATIONAL: Posts $71.4 Million Loss For Year 2000
Symons International Group, Inc. owns insurance companies which
underwrite and market nonstandard private passenger automobile
insurance. The Company's principal insurance company
subsidiaries are Pafco General Insurance Company, Superior
Insurance Company and IGF Insurance Company. The Company is a
73% owned subsidiary of Goran Capital Inc.

The Company is currently pursuing the sale of its crop insurance
operations. Management expects to complete the sale during
the second quarter of 2001.

The Company reported losses from continuing operations of
$(71,384,000) for the year 2000 compared to losses from
continuing operations of $(65,443,000) for 1999. Results from
continuing operations before the effects of income taxes,
minority interest and amortization expense were losses of
$(24,969,000) and $(48,698,000) for 2000 and 1999 respectively.
Losses from continuing operations had decreased from 1999
largely due to favorable developments in loss ratios and actions
taken to reduce operating expenses. The Company is continuing to
seek and implement rate increases and other underwriting actions
to further improve profitability. A number of systems have been
automated and the Company says service problems have been
eliminated or significantly reduced. Although the Company has
taken a number of actions to address factors contributing to
these past losses, there can be no assurance that operating
losses will not continue.

TENNECO AUTOMOTIVE: Discloses 2001 First Quarter Results
Tenneco Automotive (NYSE: TEN) reported a net loss of $31
million, or 84 cents per diluted share, for the first quarter of
2001. These results include pre-tax restructuring charges of $12
million (23 cents per share), pre-tax environmental charges of
$6 million (12 cents per share), and pre-tax charges associated
with the company's re-negotiation of its senior debt agreements
of $2 million (5 cents per share).

The company reported a net loss of $16 million, or 44 cents per
diluted share, for the first quarter of 2001, before
restructuring charges and other unusual charges, compared to net
income of $1 million, or 3 cents per diluted share, for the
first quarter of 2000.

The company's revenue and profitability continue to be impacted
by downturns in North American light vehicle and heavy-duty
truck production as well as the depressed global aftermarket,
despite strong performances during the quarter by its European
original equipment and rest of world operations. Revenue for the
quarter was $864 million versus $878 million in the first
quarter of 2000. EBITDA for the quarter, excluding restructuring
and other unusual charges, was $63 million compared with $86
million the previous year, a 27 percent decline.

The company reported that cash flow from operations during the
quarter, while negative, did not decline as much as the decline
in EBITDA. At quarter end, working capital, before factored
receivables, improved by $100 million compared to the first
quarter 2000, as the company enhanced its receivables
performance by three days and shrunk inventory levels by six
days. A $9 million decrease in capital spending and lower taxes
also contributed to this cash flow improvement. Additionally,
the company reduced its SGA&E expense by $18 million year-over-
year, as a result of previously announced restructuring

We continue to focus on the key areas that we can control --
manufacturing costs, SGA&E, discretionary spending, and working
capital -- in order to meet the immediate challenges caused by
the difficult industry conditions, said Mark P. Frissora,
chairman and CEO, Tenneco Automotive.

The company reported the following geographical results before
restructuring and other unusual charges:

                       North America

North American original equipment revenue declined 15 percent
during the quarter to $324 million versus $382 million in the
first quarter of 2000. North American aftermarket revenue
decreased 13 percent to $111 million from $128 million in the
previous year.

North American EBIT declined to $6 million versus $34 million in
the first quarter of 2000. EBIT was primarily impacted by lower
revenues, including a significant downturn in the high margin
heavy-duty elastomer business. Operating inefficiencies and
aftermarket bad debt expense also contributed to the decline.


Driven by increased original equipment exhaust volumes, European
original equipment revenue increased 36 percent to $275 million
compared to $202 million in the previous year. European
aftermarket revenue declined 20 percent to $74 million versus
$92 million in first quarter of 2000.

European EBIT increased 33 percent to $16 million for the
quarter. This increase was driven primarily by operational
improvements in the European original equipment exhaust

                      Rest of the World

The company's Australian operations reported a 10 percent
revenue decline from $29 million to $26 million; however,
revenue would have increased 5 percent if currency exchange
rates had been the same in the first quarter of 2000 as in the
first quarter of 2001.

The launch of new original equipment programs in South America
fueled a 9 percent increase in revenue to $36 million, from $33
million in 2000.

Revenue from Asian operations grew 64 percent to $18 million
from $11 million in the first quarter of 2000, driven by
production from the company's new facility in Shanghai and
aftermarket volumes.

Combined EBIT for South America, Australia, and Asia was $4
million compared to $2 million in the previous year, primarily
the result of volume increases.

We are by no means satisfied with our results, Frissora said.
However, we are encouraged by progress we've made in reducing
our overhead costs and spending, and our entire organization is
determined to make additional improvement in these areas in the
second quarter and throughout 2001.

Tenneco Automotive is a $3.5 billion manufacturing company
headquartered in Lake Forest, Ill., with 23,000 employees
worldwide. Tenneco Automotive is one of the world's largest
producers and marketers of ride control and exhaust systems and
products, which are sold under the Monroer and Walker r global
brand names.

VENCOR INC.: Medstar Moves To File Late Proof Of Claim
Area Metropolitan Ambulance Authority d/b/a MedStar filed a
motion for leave to file proof of claim in the amount of
$64,877.25 arising from mobile intensive care unit ambulance
services provided for the purpose of transporting nursing home
and home patients of Vencor Hospital.

MedStar told the Court that it did not receive any notice of the
commencement of the Vencor bankruptcy case or the deadline for
filing a proof of claim. The list of creditors filed by the
Debtor does include MedStar and/or Metropolitan Ambulance
Authority. However, such notice was sent to MedStar's payment
processing center, Bank One, which is not authorized to receive
legal notice on behalf of MedStar.

The movant said it first learned of these proceedings when it
received the Disclosure Statement and ballot which indicates
that MedStar is a convenience class creditor having a claim in
the amount less than $3,000.

Therefore, MedStar seeks leave to file the proof of claim in the
amount of $64,877.25 so that this will be deemed timely filed.

MedStar asserted that the request should be granted because

      -- The movant was entitled to receive actual notice of the
bar date but did not receive it;

      -- There is no harm to the Debtors in allowing the filing
of the claim as the estate has not been liquidated and no
distribution had been made before the effective date of the

      -- MedStar acted with diligence and good faith to seek
leave to file its proof of claim as it notified its counsel,
Matthew Goetz, Esq of Murphy Mahon Keffler & Farrier of its
predicament shorty after receiving the Debtors' Disclosure
Statement. Mr. Goetz then engaged bankruptcy counsel, Randall
Johnson, Esq. Of Harris, Finley & Bogle, Forth Worth, Texas. Mr.
Johnson subsequently endeavored to find representation for his
client in the State of Delaware by Bifferato, Bifferato &

As at April 12, 2001, the parties were negotiating the terms for
a consensual resolution of the matter. (Vencor Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)

VISTA EYECARE: Atlanta Court Gives Nod On Disclosure Statement
Vista Eyecare Inc. won court approval of the disclosure
statement related to its chapter 11 reorganization plan after it
amended the document in response to Wal-Mart Stores Inc.'s
objection. Judge James E. Massey of the U.S. Bankruptcy Court in
Atlanta approved the adequacy of information in the plan
disclosure statement after a hearing April 12. The plan
confirmation hearing is set for May 17, with objections due May
14. The Lawrenceville, Ga.-based eye care retailer also won
court approval to sell most of its remaining vision center
operations in free-standing locations - malls and strip centers
- and its Fullerton, Calif., optical laboratory and related
distribution center to Vista Acquisition LLC for $7.5 million.
(ABI World, April 24, 2001)

W.R. GRACE: Paying Prepetition Sales And Use Taxes
W. R. Grace & Co. sought and obtained Judge Newsome's authority
to pay prepetition claims approximating $1,700,000 for sales,
use and other taxes collected on account of prepetition sales
but not paid to the applicable taxing authority and other unpaid
fees, licenses and other similar charges and assessments,
including hazardous waste and environmental permits and costs.

Judge Newsome expressly held that nothing in his Order should be
construed as limiting, abridging, or otherwise affecting the
Debtors' right to contest on any grounds the validity or amount
of any taxes due or paid under the Order. (W.R. Grace Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-

WINSTAR COMMUNICATONS: Honoring Prepetition Customer Obligations
To sign-up new customers as rapidly as possible, Winstar
Communications, Inc. offered their customers many incentives,
including discounts, credits, and other promotions. Most of
these programs, the Debtors told the Court, have ended or are in
run-off mode. The "Business Essentials" package is now the
normal way Winstar's products and services are bundled and sold.

Uninterrupted maintenance of all existing Customer Practices is
essential to attracting new customers and maintaining existing
customer satisfaction, the Debtors tell Judge Farnan.
Discontinuation of existing Customer Practices would, the
Debtors are convinced, result in a loss of current customers,
impair Winstar's ability to attract new customers and Winstar
would see a significant drop in customer-generated revenue.

The Debtors estimate that their prepetition customer-related
obligations approximate $2,500,000 and that $250,000 is owed to
vendors for customer referral fees. The Debtors ask the Court
for permission to honor these prepetition obligations.

Judge Farnan agreed with the Debtors' assessment that the amount
of money involved is de minimis compared with the losses that
the Debtors could suffer if the patronage of Winstar customers
erodes at the outset of these cases. By Motion, the Debtors
sought and obtained an order authorizing, but not directing,
Winstar to continue their prepetition Customer Practices and
granting the Debtors authority to honor prepetition credits
against future transactions. Nothing in his order, nor the
Debtors' decision to honor any Customer Practice, Judge Farnan
cautioned, shall constitute an admission by the Debtors as to
the validity of the underlying obligation or a waiver of any
rights the Debtors may have to subsequently dispute such
obligation. (Winstar Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

WORLD ACCESS: Files Chapter 11 Petition in N.D. Illinois
World Access, Inc. (Nasdaq: WAXS) disclosed that its Board of
Directors approved the filing of voluntary petitions for Chapter
11 relief in the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division, on behalf of World
Access and certain of its U.S. subsidiaries.

As previously announced, on April 4, 2001, three holders of
World Access' 13.25% Senior Notes due 2008 commenced an
involuntary bankruptcy case against the Company, and the Company
has been in discussions with the noteholders regarding a
possible restructuring of the Company's obligations since before
that filing. In addition, on April 5, 2001, Deutsche Telekom
disconnected circuits used by TelDaFax AG, which is 33% owned by
World Access, effectively cutting off service to most of
TelDaFax's German customers. Although service was subsequently
restored, World Access' management concluded that great harm had
been caused to the commercial prospects of TelDaFax. In light of
the loss of TelDaFax's commercial prospects and the inability to
reach a resolution with the noteholders that does not involve
remaining in bankruptcy, the Chapter 11 filing is being made in
cooperation with the noteholders and effectively converts the
involuntary case into a structure in which the Company's
management will work with the noteholders to finalize a plan for
the sale of the Company's operations. World Access has engaged
UBS Warburg to assist it in evaluating potential acquirers of
the Company's various business units.

WSR CORPORATION: Seeks to Extend Exclusive Periods
WSR Corporation, and its debtor affiliates seek to extend by 90
days the debtors' exclusive periods within which to file a
chapter 11 plan and solicit acceptances.

Pursuant to Section 1121(d) of the Bankruptcy Code, the debtors
requested entry of an order extending their plan exclusivity
period and solicitation exclusivity period for approximately
ninety days, to and including July 9, 2001 and September 6,
2001, respectively.

The debtors claim that the extensions are necessary to
participate in the presently scheduled mediation with R&S Parts
and Service LLC of substantially all of the debtor's operating
assets and the creditors' committee with respect to Parts &
Service's alleged right to set off certain amounts due and
owing for those Assets under the promissory note executed in
connection with the sale of the assets and Parts & Service's
right to retain approximately $1.8 million in cash remaining in
certain accounts at the time of closing on the sale of assets.
And if the parties are unable to resolve the disputes through
mediation, to seek adjudication of the disputes; and to file,
solicit votes with respect to and confirm he debtors' plan.

The debtor stated that the size of the cases and the complexity
of the issues facing the debtors and the present disputes weigh
in favor of granting the debtors' request for an extension of

In addition to its size, complex structure, diverse creditor
constituencies and recently completed Asset Sale, the debtors
now are faced with unexpected emergencies -- the Setoff Dispute
an d the $1.8 million Dispute. The debtors asserted that the
advantage of a negotiated resolution of the disputes over
litigation justifies granting the debtors the requested
extension of their exclusive periods.


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

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

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

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


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

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

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

This material is copyrighted and any commercial use, resale or
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