TCR_Public/010430.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 30, 2001, Vol. 5, No. 84

                             Headlines

ALLIANCE SEMICONDUCTOR: Q1 Net Loss Amounts to $333 Million
ARMSTRONG: Transport Int'l Presses For Decision On Vehicle Lease
ASSISTED LIVING: Plans to Defer Interest Payments on Debentures
AURORA FOODS: Reports Narrower Loss in First Quarter 2001
BANYAN CORPORATION: Selling Stocks To Raise Needed Funds

BURNHAM PACIFIC: Raises $62.4 Mil From Pleasant Hill Center Sale
CENTRAL EUROPEAN: Stockholders To Meet On May 18 In Bermuda
COHO ENERGY: Employs JP Morgan As Financial Advisor
DAY RUNNER: Sells Filofax Operations For $30 Million To Pay Debt
EMERITUS ASSISTED: Receives 30-Day Extension On Debt Maturity

ENTERPRISES SHIPHOLDING: Taps Credit Suisse For Restructuring
ETOYS.COM: KB Toys Wins Bid for Inventory
FIRST MERCHANTS: Buys Back 118,088 Shares Of Common Stock
FRIEDE GOLDMAN: Selling French Units to Hydralift For $33.5 Mil
FRIEDE GOLDMAN: Existing Debt Amounts To $704 Million

GOLDEN BEAR: Gets Stung By UAE Shutdown & Files For Bankruptcy
GRAND UNION: TB Auctions To Handle Sale of Supermarket Assets
ICG COMMUNICATIONS: Has Until July 12 To Assume Or Reject Leases
INSILCO HOLDING: Shareholders To Convene In Ohio On June 7
LIBERTY COUNTY: S&P Slashes Senior Bond Rating to BB From A-

LTV CORPORATION: Threatens To Close Doors If Union Rejects Plan
MARINER: NeighborCare Moves To Compel Decision on Lease
METATEC INTERNATIONAL: Reports First Quarter 2001 Results
OWENS CORNING: Continues Deployment Of Advantage 2000 System
PACIFIC GAS: U.S. Trustee Alters Creditors' Committee Membership

PACIFIC GAS: Asks to Pay Pre-Petition Portion of Property Taxes
PILLOWTEX CORP.: Union Calls On Bank of America To Protect Jobs
PINNACLE CBO: Moody's Downgrades Two Tranches
PNV, INC.: Walking Away from Yahoo! Banner Ad Contract
PSINET INC.: Receives Tender Offer From Emerald Bay Investors

PURINA MILLS: Schedules Annual Shareholders' Meeting On June 12
ROUGE INDUSTRIES: Posts $59.8 Million First Quarter Loss
SAFETY-KLEEN: U.S. Trustee Opposes Jay Alix's Employment
SKG INTERACTIVE: Consultants To Formulate Reorganization Plan
SPORT SHOE: Hires Hilco Merchant To Conduct 11 Stores Sales

SUMMEDIA.COM: Canadian Unit Seeks Protection From Creditors
SUN HEALTHCARE: Exclusive Period To File Plan Extended To May 8
TELIGENT INC.: Fixed Wireless Provider Close to Bankruptcy
THERMADYNE HOLDINGS: Banks Agree To Waive Covenant Default
VENCOR INC.: Agrees To Settle IRS Claims In May

VENTAS INC.: Shareholders' Meeting Set For May 15 in Louisville
W.R. GRACE: Paying Up To $34,000,000 Of Trade Claims
WEBVAN GROUP: Names Robert Swan As New Chief Executive Officer
WEBVAN: Discloses First Quarter Results & Restructuring Efforts
WINSTAR: Court Okays Continued Use of Existing Bank Accounts

BOND PRICING: For the week of April 30 - May 4, 2001

                             *********

ALLIANCE SEMICONDUCTOR: Q1 Net Loss Amounts to $333 Million
-----------------------------------------------------------
Alliance Semiconductor Corporation (NASDAQ: ALSC) reported
revenues for the fiscal fourth quarter ended March 31, 2001 of
$33.0 million, an increase of 15% from the same quarter last
year and a decrease of $30.8 million, or 48%, from the prior
quarter's revenue of $63.8 million. SRAM and DRAM sales for the
quarter accounted for approximately 49% and 51% of revenues,
respectively.

On March 9, 2001, the Company had announced that it expected
that fourth quarter revenues would be approximately 45% to 50%
below the $63.8 million revenue reported during the fiscal third
quarter ended December 31, 2000.

The Company also reported revenues for fiscal year of $208.7
million, an increase of 134% above fiscal 2000 revenues of $89.2
million.

The net loss for the fourth quarter was $333.0 million, which
resulted in a net loss of $7.91 per share compared to net income
of $581.1 million, or $13.48 per share, on revenues of $28.8
million during the same quarter last year.

The results for the fiscal fourth quarter include a pretax
charge of approximately $509.4 million related to the write-down
of its marketable securities and certain investments to market
value as of March 31, 2001, as well as a $50 million write-down
of inventory. Investment gains from the sale of marketable
securities were $9.5 million during the fourth quarter.
Excluding the impairment charge for marketable securities and
investments and the inventory write-down, net income for the
period would have been $2.2 million, or $0.05 per share.
The pretax operating loss for the fiscal fourth quarter was
$51.3 million, or $0.73 loss per share. Excluding inventory
write-downs, the pretax operating loss would have been $1.3
million, or $0.02 loss per share.

Net income for the fiscal fourth quarter last year included
pretax gains of approximately $988.7 million ($583.3 million
after tax), or $13.43 per share, as the result of the following:
the merger of Alliance's joint venture investments in United
Semiconductor Corporation and United Silicon Inc. with United
Microelectronics Corporation, the merger of Orologic Corporation
(in which Alliance had an investment) and Vitesse Semiconductor
Corporation, and the sale of other marketable securities.
Alliance Chairman, President and CEO, N.D. Reddy said, Revenue
growth has continued to substantially decelerate during the past
two quarters due to significantly reduced demand in all market
segments.

Mr. Reddy continued, In the current market environment, it's
difficult to predict future demand. Based on recent order
trends, we believe that June quarter revenues will substantially
decline over the March quarter levels unless `turns business'
(orders that are received and shipped in the same quarter)
significantly improves. We are hopeful that revenue growth may
accelerate during the second half of calendar year 2001.
Mr. Reddy also commented, As we have mentioned previously, we
have taken steps, starting in the December 2000, quarter to
bring inventories in line with expected demand and to control
spending.

                Alliance Ventures LP Investments

The Company, through its venture arm, Alliance Venture
Management, LLC, invested approximately $14.0 million during the
fiscal fourth quarter in Alliance venture funds. At the end of
March 2001, Alliance Venture Management, LLC had invested
approximately $80.0 million in 31 networking, communication and
internet infrastructure start-up companies.

                     Company Information

Alliance Semiconductor Corporation is a leading worldwide
supplier of high performance memory and memory intensive logic
products. Alliance's product lines include Static Random Access
Memory (SRAM), Dynamic Random Access Memory (DRAM), Flash memory
and embedded memory and logic products. Alliance designs,
develops and markets its products to the networking,
telecommunication, instrumentation, consumer and computing
markets. Alliance manufactures its products through independent
manufacturing facilities, using advanced CMOS process
technologies with line widths as narrow as 0.18 um.

The Company, through its venture arm Alliance Venture
Management, LLC, invests in five venture funds. Alliance
Ventures I, LP focuses on investing in networking and
communication start-up companies, Alliance Ventures II, LP
focuses on investing in internet start-up ventures, Alliance
Ventures III, LP, focuses on emerging companies in the
networking and communication market areas, Alliance Ventures IV,
LP, focuses on semiconductor companies and Alliance Ventures V,
LP, focuses on infrastructure companies.

Alliance was founded in 1985. Additional Company information can
be found on its home page: http://www.alsc.com


ARMSTRONG: Transport Int'l Presses For Decision On Vehicle Lease
----------------------------------------------------------------
Before the commencement of the chapter 11 cases, Armstrong
Holdings, Inc. entered into a Vehicle Lease Agreement with
Transport International Pool Inc., leasing from Transport
International four vans. The Lease describes the Vehicles as:

Vehicle No.   SLA No.      Description          Date of Delivery
-----------   -------      -----------          ----------------
    386151     696654   45'x102x13'6'' roll door      7/17/98
                        van, Translucent

    386152     69511    45'x102x13'6'' roll door      7/15/98
                        van, Translucent

    386153     695114   45'x102x13'6'' roll door      7/15/98
                        van, Translucent

    386154     694451   45'x102x13'6'' roll door      7/14/98
                        van, Translucent

A step-down addendum between the parties extended the term of
the lease from 36 to 84 months. Transport International claimed
that, while the Debtor is still using the vans in its business
operation, the Debtor has failed to pay any postpetition rental
payments.

Kevin J. Mangan, at Walsh Monzack and Monaco, P.A., in Delaware,
asked Judge Farnan to compel the Debtor to assume or reject the
lease, and pay all past-due and future postpetition rental
payments under the lease to Transport International, until the
Lease is assumed or rejected. Transport International urges the
Court to compel the Debtor to make a decision to assume or
reject the Lease within 30 days of the hearing date of its
motion or such requisite amount of time that the Court deems
proper. In addition, Transport International seeks relief from
the automatic stay to enforce its rights with respect to the
vans, to the extent the Debtor chooses to reject the Lease.
(Armstrong Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ASSISTED LIVING: Plans to Defer Interest Payments on Debentures
---------------------------------------------------------------
Assisted Living Concepts, Inc. (AMEX:ALF), a national provider
of assisted living services announced that an unofficial
committee of certain holders of its two series of convertible
subordinated debentures has been formed.

A total of approximately $162 million aggregate principal amount
of Debentures are outstanding, with maturities of November 1,
2002 and May 1, 2003.

The Committee has hired, at the Company's expense:

     * Chanin Capital Partners as financial advisor and

     * Milbank, Tweed, Hadley & McCloy LLP as legal counsel.

The Company and its financial advisor, Jefferies & Company,
Inc., have commenced negotiations with Chanin concerning a
restructuring of the Company's Debentures. The Company is also
in negotiations with the lessors of certain of the Company's
under-performing leases. Because the discussions are still in an
early stage, the Company cannot predict whether they will lead
to a mutually satisfactory restructuring of the Company's
obligations. However, any such restructuring plan is likely to
result in a significant reduction in principal amount of the
Company's outstanding Debentures and a very substantial dilution
of the Company's outstanding equity.

The Company also announced that it plans to defer, for 30 days,
$4.7 million of interest payments due May 1, 2001 on the
Debentures. If the Company does not make these payments by May
31, 2001, the holders of the Debentures would have the right to
declare a default and accelerate the full repayment of those
Debentures, which in turn would cause a breach of certain of the
Company's other material obligations.


AURORA FOODS: Reports Narrower Loss in First Quarter 2001
---------------------------------------------------------
Aurora Foods Inc. (NYSE: AOR), a leading producer and marketer
of premium branded food products such as Duncan Hines(R) and
Mrs. Paul's(R), announced improved operating performance for its
first quarter ended March 31, 2001. Aurora made significant
advances on its strategy to increase sales of key products,
reduce costs, and enhance marketing support for its core brands.
Driven by top-line revenue increases in many brands and
continued cost improvements, EBITDA grew 21.8% to $35.0 million
during the first quarter 2001 compared to adjusted EBITDA* of
$28.8 million in the year ago quarter.

While Aurora's net sales for the first quarter rose just 0.6% to
$283.6 million versus the same period a year ago, the Company's
two largest businesses - -- Duncan Hines Baking Mixes and Frozen
Seafood -- posted net sales growth of 12.0% and 14.5%,
respectively, compared to the first quarter 2000. Both the Van
de Kamp(R) and Mrs. Paul's seafood brands had a strong Lent, and
Duncan Hines showed strong growth in four out of five product
categories. Excluding frozen Lender's(R) bagels, a business
where consumption has lagged, Aurora's net sales would have
risen 3.1% and total unit volume would have increased 5.4%
compared to the same period a year ago.

Aurora also announced that its cost effectiveness program is
producing the expected results. The Company's marketing spending
per case during the first quarter was almost 8% lower than a
year ago, even though volume was above year ago levels. Aurora
also has redirected more of its spending to the consumer. First
quarter advertising as a percentage of consumer spending more
than doubled compared to the same period a year ago. Cost of
goods sold per case has also improved 4.1% compared to a year
ago, which is significant given the size of the Company's brand
volumes.

"We are very pleased with our continued performance
improvement," said James T. Smith, President and Chief Executive
Officer of Aurora Foods. "We are confident that our business
plan -- which emphasizes increased sales, reduced costs and
enhanced marketing support -- is gaining traction and will
deliver long-term value."

Mr. Smith continued, "We are seeing continued momentum with nine
of our 16 business categories in our last four week share period
showing absolute dollar consumption growth versus the year ago
period." He also noted that Aurora expects to launch 7 new
products in the next three months.

The Company reported a narrower loss in the first quarter 2001
of $7.8 million or $0.11 per share compared to the net loss of
$28.6 million or $0.43 per share in the year ago period.
Excluding the non-recurring after-tax charge of $12.2 million
for a change in an accounting principle, the net loss for the
first quarter 2000 was $16.4 million. On this basis, Aurora's
first quarter 2001 net loss represents an improvement of over
50%.

The Company also reported that first quarter 2001 results were
free of special charges. Inventories and receivables in the
first quarter declined $11.6 million and $24.2 million,
respectively, from year-end 2000 levels. Aurora reiterated that
it expects full year EBITDA to be in the $175 million to $180
million range, a 15% to 18% year-over-year improvement.
*Adjusted EBITDA for 2000 is defined as EBITDA plus other
financial, legal, and accounting expenses, transition expenses,
and the cumulative effect of a change in accounting.

                     About Aurora Foods

Aurora Foods Inc., which is based in St. Louis, is a leading
producer and marketer of premium branded food products including
Duncan Hines(R) baking mixes, Log Cabin(R) and Mrs.
Butterworth's(R) syrup, Lender's(R) bagels, Van de Kamp's(R) and
Mrs. Paul's(R) frozen seafood, Aunt Jemima(R) frozen breakfast
products, Celeste(R) frozen pizza and Chef's Choice(R) skillet
meals.


BANYAN CORPORATION: Selling Stocks To Raise Needed Funds
--------------------------------------------------------
Banyan Corporation is a publicly traded holding company focused
on investing in and building a network of operating subsidiaries
engaged in designing, manufacturing and marketing products and
services aimed at the personal computer market, the notebook
computer segment in particular, and Internet e-commerce.
The independent auditor's report on the Company's consolidated
financial statements as of and for the year ended December 31,
2000, includes a "going concern" paragraph that describes
substantial doubt about the Company's ability to continue as a
going concern.

Net sales for the year ending December 31, 2000 were $511,909,
an increase of 263% over the same period in 1999. The large
increase in sales were the result of improved market conditions
for the Company's computer carrying case product line and the
continuing introduction of the new internet services product
line.

Gross margins declined from 62.7% for the year 1999 to 52.2% for
the same period in the year 2000. The margin decrease was
primarily caused by the write off of certain inventories
totaling $25,786 acquired when the Company purchased Showcase
Technologies in November, 1999 and increased material costs.
Selling, general and administrative expenses increased
$1,114,706 in 2000 to $1,609,491 compared to 1999. The increase
in these expenses was the result of the Company's continuing
investment in new products ($499,386), the cost of professional
services to comply with certain governmental regulations and to
meet continuing litigation obligations ($46,986), impairment
losses (173,732), loss on sale of assets ($54,390), and
settlement of lawsuit ($140,000). The settlement of lawsuit
costs are attributed to a settlement agreement with Paine
Webber, Inc. to end its lawsuit brought against the Company. As
part of the settlement Banyan agreed to pay $140,000 to Paine
Webber between July, 2000 and February, 2001. The Company has
not admitted to any wrong doing and only settled this lawsuit to
avoid even costlier litigation expenses.

Also the Company realized a loss of $54,390 from the sale of its
Inform Worldwide stock. The remaining cost increase of $25,509
resulted from small cost increases required to operate the
business.  Other expenses, net of other income, for the year
totaled $897,508. As a result of treating its Inform Worldwide
Holdings, Inc. (Inform Worldwide) stock as trading securities,
the Company must revalue its investment to current market value
at the end of each calendar quarter. Because of this revaluation
the Company recorded a loss of $1,130,475 for the year 2000.
Through the sales of this stock the Company was able to finance
its product expansion. Partially offsetting these losses was the
recovery of a $75,000 note receivable from Inform Worldwide,
which had been written off in 1999 following equity accounting
rules and interest income, net of interest expense, of $37,227.

As a result of the increased expenses and the unrealized losses
from the investment in Inform Worldwide, the Company's net loss
in 2000 was $2,239,666 compared with a net profit of $1,848,152
for the previous year.

During the year of 2000, the Company was able to meet its
financial needs by continuing to sell shares of common stock in
Inform Worldwide for a net proceed of $1,026,588. By selling
these shares, investments in new products were made and the
expansion of markets served was continued. The Company was able
to collect the entire amount of a promissory note ($75,000) from
Inform Worldwide, including related interest due, and in turn
repaid a $60,000 loan to a related party. Because of the rapid
increase in sales during the year, trade accounts receivable
increased $18,543. Inventories and prepaid expenses increased
during the year by $59,345 and accounts payable and accrued
expenses increased $281,694 primarily because of the recording
of the Paine Webber, Inc. lawsuit settlement of $140,000 and
increased liabilities resulting from increases in sales and
operating levels. During the year the Company borrowed 50,000
common shares of Inform Worldwide for five months. At the end of
that period 60,000 shares of the same stock must be repaid. Also
during the year, the Company exchanged 14,530 Class A preferred
stock of Inform Worldwide for 36,324 common shares of Inform
Worldwide. Finally, the Company also settled certain claims by a
shareholder and repurchased all of the common stock of Banyan
held by this individual and affiliated parties in exchange for
24,000 preferred shares of Inform Worldwide.

In late December the Company was negatively impacted by the
refusal of Inform Worldwide to honor its contractual obligation
to convert preferred stock held by Banyan into "freely trading"
common stock. As a result of this contractual breach, Banyan was
unable to meet its financial obligations. Therefore in early
January Banyan temporarily laid off six of its eleven employees
and reduced all activities to minimum maintenance levels. The
Company then filed a lawsuit in the Colorado District Court
asking several forms of relief from Inform Worldwide. A few days
before an emergency hearing was scheduled, Inform Worldwide
issued 664,410 shares of its common stock bearing restrictions
under SEC Rule 144. Banyan has since complied with Rule 144 and
has started to sell some of its holdings.

In March, the Company was able to resume operations after
receiving loans and loan commitments totaling $125,000 from an
officer and director of the Company. The result of Inform
Worldwide's failure to meet its obligations caused serious
financial harm to Banyan and the Company intends to pursue its
legal remedies in an attempt to recover what it hopes will be
all or almost all of these damages.

Also as result of the Company's inability to sell Inform
Worldwide stock, the Company has defaulted on its settlement
agreement with Paine Webber, Inc. Paine Webber has received a
default judgment from the US District Court in Oregon. Banyan
said it will make every effort to resolve this matter in a
reasonable manner.

As indicated in the Company's most recent financial statements,
while operating activities provide some cash flow, the Company
continues to be cash flow negative. There can be no assurances
that the Company's ongoing operations will begin to generate a
positive cash flow or that unforeseen events may not require
more working capital than the Company currently has at its
disposal. At the current time the Company intends to fund its
capital requirements from periodic sales of Inform Worldwide
stock, or by using this stock as collateral for a working
capital loan. Banyan indicates its belief that as the Company
completes the development of new computer carrying case designs
and the expansion of its internet services products, sales are
expected to continue to improve. Thus, through improved sales
coupled with lower cost of sales for new products, the Company
expects to reduce its dependence on sales of stock and
borrowings. If the Company is unable to meet all of its cash
flow requirements through sales of Inform Worldwide stock and
collateralized borrowings, additional funds may be raised
through sales of Banyan's common or preferred stock. If the
Company is unable to consummate any of these sales or
borrowings, it will realize significant adverse impacts on its
operations.


BURNHAM PACIFIC: Raises $62.4 Mil From Pleasant Hill Center Sale
----------------------------------------------------------------
Burnham Pacific Properties, Inc. (NYSE: BPP) has closed on the
sale of the Downtown Pleasant Hill Shopping Center located in
Pleasant Hill, California. The Company sold the 355,596 square
foot center for approximately $62.4 million to Retail Value
Investment Program, a joint venture comprised of Developers
Diversified Realty (NYSE: DDR), Coventry Real Estate Partners
and Prudential Real Estate Investors. Proceeds from the sale
were used to reduce outstanding indebtedness.

The Company also announced that the parties have agreed to amend
the previously announced Purchase and Sale Agreement with The
Prudential Insurance Company of America such that Mountaingate
Plaza and Lake Arrowhead Village will not be sold under that
agreement. The Company also announced that it has executed a
purchase agreement with the original contributors of the Lake
Arrowhead Village center, who exercised their right of first
refusal to purchase the property at the same price and on
substantially the same terms as those included in the agreement
with Prudential.

Burnham Pacific Properties, Inc. is a real estate investment
trust (REIT) that focuses on retail real estate. More
information on Burnham may be obtained by visiting the Company's
web site at www.burnhampacific.com.

Developers Diversified Realty currently owns and manages more
than 260 shopping centers in 41 states totaling in excess of 60
million square feet of real estate under management. DDR is a
self-administered and self-managed real estate investment trust
(REIT) operating as a fully integrated real estate company which
acquires, manages, develops and leases shopping centers. You can
learn more about DDR on the Internet at http://www.ddrc.com
Prudential Real Estate Investors provides global real estate
money management services to clients in the United States,
Europe, Asia and Latin America. It manages more than $11.3
billion in assets on behalf of 325 institutional clients as of
September 30, 2000.


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

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

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

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

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

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


COHO ENERGY: Employs JP Morgan As Financial Advisor
---------------------------------------------------
Coho Energy, Inc. (OTC: CHOH) has hired JP Morgan, a division of
Chase Securities Inc., to act as its financial advisor in
evaluating various strategic opportunities for the Company,
which may include strategic transactions involving the sale of
all or a part of the Company.

The Company's board of directors expects to announce the date
for this year's annual meeting of shareholders at a later date
pending the conclusion of the strategic review process.
Coho Energy, Inc. is a Dallas based oil and gas producer
focusing on exploitation of underdeveloped oil properties in
Oklahoma and Mississippi.


DAY RUNNER: Sells Filofax Operations For $30 Million To Pay Debt
----------------------------------------------------------------
Day Runner, Inc. (OTC Bulletin Board: DAYR) announced the sale
of its Filofax operations for $30 million which was used to
reduce existing debt. The sale is a significant step in the
Company's financial restructuring plan to improve profitability
and its capital structure. The Filofax operations were sold to
entities affiliated with the Company's lenders.

Day Runner, Inc. is a leading developer and marketer of loose-
leaf paper-based organizers for the North American retail
markets. The Company also develops and markets a number of
related organizing products, including telephone/address books,
business accessories, organizing tools for students, wallboards,
laminated wall planners, and the Home Manager(R) on-the-
refrigerator organizer.


EMERITUS ASSISTED: Receives 30-Day Extension On Debt Maturity
-------------------------------------------------------------
Emeritus Assisted Living (AMEX:ESC) (Emeritus Corporation), a
national provider of assisted living and related services to
senior citizens, announced a 30-day extension to its maturing
mortgage debt, allowing time for a final and mutually agreeable
resolution to be reached.

The company is continuing its discussions with the lender on the
$73.3 million outstanding mortgage debt now due May 29, 2001. As
part of those discussions, the company secured the 30-day
extension of the maturity date.

                      About The Company

Emeritus Assisted Living is a national provider of assisted
living and related services to seniors. The Company is one of
the largest developers and operators of freestanding assisted
living communities throughout the United States and has
commenced development of assisted living facilities in Japan.
These communities provide a residential housing alternative for
senior citizens who need help with the activities of daily
living with an emphasis on assistance with personal care
services to provide residents with an opportunity to age in
place. The Company currently holds interests in 135 communities
representing capacity for approximately 12,400 residents in 29
states and Japan. The Company's common stock is traded on the
American Stock Exchange under the symbol ESC, and its home page
can be found on the Internet at www.emeritus.com.


ENTERPRISES SHIPHOLDING: Taps Credit Suisse For Restructuring
-------------------------------------------------------------
Enterprises Shipholding Corporation has retained Credit Suisse
First Boston as its financial advisor to assist the Company in
its consideration of certain restructuring alternatives. The
Company and its advisors are reviewing the Company's strategic
alternatives, including the Company's possible exit from the
refrigerated cargo vessel, or reefer vessel industry.

The Company also announced that it does not intend to pay the
interest payment on its 8 7/8% Senior Notes due 2008 that is due
in May 2001. The Company has paid and will continue to pay its
trade obligations, having sufficient cash to meet its current
and future trade obligations. The Company will continue to
service its senior secured commercial bank debt.

The Company is one of the world's leading independent owners and
operators of oceangoing reefer vessels. The Company's fleet
consists of 22 vessels, including 19 reefer vessels and three
2205 TEU geared container vessels. The Company's vessels
transport deciduous fruits, bananas, frozen poultry and citrus
fruits worldwide, primarily between Central America, the
Caribbean, West Africa and Europe.


ETOYS.COM: KB Toys Wins Bid for Inventory
-----------------------------------------
KB Toys, the nation's largest combined mall-based and online
specialty toy retailer, announced that it has successfully bid
for substantially all of eToys.com's inventory as part of the
auction process in eToys.com's bankruptcy proceedings. The
inventory, representing many categories including preschool,
games, girls and boys toys, video hardware and software, and
specialty and collectible items, represents more than $40
million in merchandise at retail prices. KB Toys plans to offer
the merchandise to customers at considerable savings through
both its stores and its online division, KBkids.com.

We are very pleased with the outcome of this proceeding and look
forward to passing these tremendous values on to our customers,
said Michael L. Glazer, KB Toys' CEO. This deal continues our
focus of providing great value and convenience to our customers
in both our stores and online at KBkids.com.

KB Toys is the nation's largest combined mall-based and online
specialty toy retailer, operating more than 1,300 stores in all
50 states, the American Territory of Guam and the Commonwealth
of Puerto Rico, doing business as KB Toys, KB Toy Works, KB Toy
Outlet, KB Toy Liquidators, KB Toy Express and with online
shopping at KBkids.com (www.kbkids.com). Offering a wide and
competitively priced selection of toys and video games,
commitment to customer service, convenient mall locations and a
growing online shopping site, KB Toys combines the speed of the
Internet with the convenience of returns at any store. KB Toys
is headquartered in Pittsfield, Massachusetts, and employs more
than 13,000 associates nationwide. KB Toys became a privately
held company in December 2000 through a management buyout in
partnership with Bain Capital Inc.


FIRST MERCHANTS: Buys Back 118,088 Shares Of Common Stock
---------------------------------------------------------
First Merchants Corporation (NASDAQ-FRME), on April 18, 2001,
repurchased 118,088 shares of its common stock at a price of
$22.6501 per share for an aggregate purchase price of
$2,674,705. The shares  repurchased represented approximately 1%
of the total shares of the Company, issued and outstanding.

The share repurchase was a privately negotiated transaction and
was not effected on the open market. The shares which were the
subject of the transaction had been pledged to the Company's
subsidiary, First Merchants Bank, National Association, as
security for various loans. The repurchase transaction was part
of a restructuring and partial repayment of the subject loans
and all proceeds were applied to the principal and interest
outstanding on the loans and related expenses.

The purchase price of $22.6501 per share reflected the average
of the bid and ask prices of the Company's common stock for the
ten trading days preceding April 18, 2001. The share repurchase
was not part of the Company's plan to repurchase up to 250,000
shares on the open market as was announced on February 20, 2001.
First Merchants Corporation is an east central Indiana financial
holding company. Its subsidiaries include First Merchants Bank
in Delaware and Hamilton Counties, the Madison Community Bank in
Madison County, First United Bank in Henry County, Union County
National Bank, the Randolph County Bank, the First National Bank
of Portland in Jay County, Decatur Bank & Trust Company in Adams
County and First Merchants Insurance Services. The Corporation
recently announced plans to acquire Francor Financial, Inc., the
parent company for Frances Slocum Bank and Trust, headquartered
in Wabash, Indiana.

First Merchants Corporation Common Stock is traded over-the-
counter on the NASDAQ National Market System under the symbol
FRME and is rated A+ by Standard and Poors Corporation. Nine
brokerage firms make a market in First Merchants Corporation
stock: Herzog, Heine, Geduld, Inc.; Howe, Barnes Investments,
Inc.; Keefe, Bruyette & Woods, Inc.; Knight Securities, L.P.;
McDonald Investments Inc.; NatCity Investments, Inc.; Sherwood
Securities Corp.; Spear, Leads, and Kellog; and First Tennessee.


FRIEDE GOLDMAN: Selling French Units to Hydralift For $33.5 Mil
---------------------------------------------------------------
Friede Goldman Halter, Inc. (NYSE: FGH) had entered into an
agreement to sell its French subsidiaries, Brissoneau et Lotz
Marine, S.A., in Nantes, France, and BOPP S.A., in Brest,
France, to Hydralift A.S.A., of Kristiansand, Norway, for a net
consideration of $33.5 million. The agreement is subject to the
customary conditions and to the approval of the U.S. Bankruptcy
Court of the Southern District of Mississippi.

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


FRIEDE GOLDMAN: Existing Debt Amounts To $704 Million
-----------------------------------------------------
Friede Goldman Halter Inc.'s chapter 11 petition, which was
filed last Thursday with the U.S. Bankruptcy Court in Biloxi,
Miss., listed the company's assets at $802 million and its
liabilities at $704 million as of Feb. 28, according to Dow
Jones. The Gulfport, Miss.-based offshore oil and construction
rig maker estimated that it had more than 1,000 creditors, but
that funds would be available for distribution to unsecured
creditors. According to the petition, there are 48.7 million
common shares outstanding. (ABI World, April 26, 2001)


GOLDEN BEAR: Gets Stung By UAE Shutdown & Files For Bankruptcy
--------------------------------------------------------------
Golden Bear Oil Specialties Inc., which operates an oil refinery
in Southern California, filed for chapter 11 protection because
it could not pay its bills due to the state's electricity
crisis, according to The Wall Street Journal. The company did
not release how much money it owes its creditors, but company
chairman and chief executive Carl Soderlind said, "It's a
substantial amount or we would not have filed" for bankruptcy.

Existing lenders for the company have agreed to provide Golden
Bear with $3.5 million in interim financing. The Los Angeles-
based Golden Bear, which operates an oil refinery in
Bakersfield, Calif., manufactures asphalt products and
naphthenic oil.

Soderlind said the chapter 11 filing is partially due to the
shutdown of United American Energy. United American Energy,
which supplied Golden Bear with about 90 percent of its power
resources, shut down its cogeneration facility because it has
not been paid for electricity it sold under contract to bankrupt
Pacific Gas & Electric (PG&E) since January. Soderlind said
because of the United American Energy's closing, Golden Bear was
forced to buy natural gas in order to continue manufacturing
asphalt. The price for fuel, however, severely strained the
company's financial resources. "While Golden Bear's Oildale
refinery has continued to operate and supply customers, the
company's natural gas costs have risen by 500 percent between
July 2000 and March 2001," he said. "The company is unable to
recapture these increased energy costs from the sale of products
to customers in the near term." (ABI World, April 26, 2001)


GRAND UNION: TB Auctions To Handle Sale of Supermarket Assets
-------------------------------------------------------------
TB Auctions Inc., an independent auction company said it would
conduct several sales this week to sell bankrupt Grand Union's
equipment and fixtures, according to the Times Union. The
Rutledge, Ga.-based company will hold auctions this week.
Inventory that will be sold includes shopping carts, checkout
counters and ovens. TB Auction has completed auctions at 22
Grand Union sites in the northeast region. Stephen Dennis, a
sales manager at TB Auctions, did not know the average amount of
money that had been made at each sale, but said the return for
creditors would be minimal. (ABI World, April 26, 2001)


ICG COMMUNICATIONS: Has Until July 12 To Assume Or Reject Leases
----------------------------------------------------------------
The court granted extension of the time during which ICG
Communications, Inc. may assume or reject leases and executory
contracts to and including July 12, 2001. However, the Order is
expressly stated to be without prejudice to a lessor's right to
request, upon reasonable notice to the Debtors and other
necessary parties in interest, from Judge Walsh an order
compelling the Debtors to assume or reject any unexpired lease,
or the Debtors' right to oppose any such motion. (ICG
Communications Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INSILCO HOLDING: Shareholders To Convene In Ohio On June 7
----------------------------------------------------------
The Annual Meeting of Stockholders of Insilco Holding Co., a
Delaware corporation, will be held at the Corporate Headquarters
of Insilco Holding Co. at 425 Metro Place North, Dublin, Ohio
43017 on June 7, 2001, at 10:00 a.m., local time, for the
following purposes:

      (1) To elect six directors, each for a one-year term
          expiring at the Annual Meeting of Stockholders in 2002.

      (2) To transact such other business as may properly come
          before the meeting or any adjournment thereof.

Owners of Common Stock of the Company of record at the close of
business on April 16, 2001, will be entitled to vote at the
meeting.


LIBERTY COUNTY: S&P Slashes Senior Bond Rating to BB From A-
------------------------------------------------------------
Standard & Poor's lowered its rating on Liberty County
Industrial Authority's commercial property senior secured
revenue bond series 1992 to double-'B' from single-'A'-minus.

The lowered rating reflects the continuing loss of tenants,
including the recent closure by J.C. Penney Co., Inc. of its
store at Hinesville Square Shopping Center, the collateral
property.

Based upon a recent property visit made by Standard & Poor's,
the property is in a competitive disadvantage due to its
location and lack of drawing power. All three of the center's
anchors have physically vacated their space. Wal-Mart Stores
Inc. previously relocated from the center to their own developed
site about one-half of a mile down the road. Eckerd Drugs is no
longer occupying its space and has subleased to Freedom TV. J.C.
Penny has closed down. Both the Wal-Mart and J.C. Penny spaces
are dark. The anchors contribute approximately 53% of total base
rents.

Although all three of the anchor tenants are obligated under
their leases to pay rents through 2005 or 2006, their physical
absence will likely cause several of the shop tenants to vacate
their space once their leases expire. The most recent departure
occurred in March 2001, when Fashion Bug vacated 8,050 square
feet (sq. ft.) of space.

Hinesville Square Shopping Center is a 155,861 sq. ft. community
retail center built in 1986 and located in Hinesville, Ga.,
approximately 30 miles southwest of Savannah. The property is
positioned in an older section of town that has not experienced
much new development. New residential and commercial development
activity is occurring near the Wal-Mart store.

The center has a 91% economic and 13% physical occupancy. Debt
service coverage based on net operating income is 1.44 times.
The property will be subject to significant tenant improvements
and leasing commissions as management attempts to lease-up the
center. Future rating adjustments may be necessary dependant
upon the effect of their leasing efforts, Standard & Poor's
said.


LTV CORPORATION: Threatens To Close Doors If Union Rejects Plan
---------------------------------------------------------------
A union official for the bankrupt LTV Corp. said that it would
close its doors on May 15 if union leaders refuse to accept a
concessions package given to steelworkers, according to the
Associated Press. Phil Moore, vice president of United
Steelworkers of America, which represents LTV's East Chicago
workers, said after LTV officials offered the proposal Tuesday,
they left the negotiating table after union leaders rejected
parts of the plan. Company officials were scheduled to meet with
LTV's board of directors on Friday and also return to the
bargaining table with union leaders later that day. Moore said
if union negotiators were unwilling to accept the company's
offer, LTV would close its doors and shutter Indiana Harbor
Works on May 15. The Cleveland-based company filed for
protection from creditors on Dec. 29. (ABI World, April 26,
2001)


MARINER: NeighborCare Moves To Compel Decision on Lease
-------------------------------------------------------
About a year ago, NeighborCare filed a motion to compel Mariner
Post-Acute Network, Inc. to assume or reject a 1997
Pharmaceutical Supply  Agreement under which NeighborCare
supplies 140 MPAN facilities with specially packaged medication.

Hearing on the motion has been continued several times by way of
stipulation between the two parties to allow them to engage in
efforts for a consensual arrangement over the matter. A recent
stipulation provided that the hearing be further continued to
April 18, 2001.

On April 3, NeighborCare filed a motion seeking an order to
compel MPAN to immediately assume or reject the executory
contract, grant NeighborCare allowed administrative expense
claims as to arrearages and to direct the Debtors to pay such
administrative claims. NeighborCare reminded the Court that the
Debtors already have one year to decide whether to assume or
reject the contract.

NeighborCare complained that MPAN currently owes it:

      $20,324,000 in prepetition arrearages which includes
                  accounts receivable and applicable interest,
                  and

      $1,347,855 in postpetition arrearages through March 26,
                 2000 which includes accounts receivable but not
                 applicable interest.

Moreover, due to ceasing or drop in volume of services as a
result of transfer of facilities by the Debtors, NeighborCare
claims that there are Liquidated Damages under the contract of:

      $2,179,000 in prepetition arrearages
        $232,461 in postpetition arrearages through March 26,
                 2000 and
         $93,000 per month approximately going forward.

Therefore, NeighborCare alleged that the Debtors owe it:

      $22,503,000 in prepetition arrearages and
       $1,580,316 in postpetition arrearages through March 26,
                  2000 plus interest.

NeighborCare told the Court that the Debtors' failure to pay it
the amounts owed has affected its ability to service obligations
owed to its suppliers and its lenders. As a result, vendors have
changed credit terms, ability to pay bank debt has been affected
and staff have expressed concerns. NeighborCare expresses
concern that if the Debtors were permitted to wait for more than
thirty days to decide whether to assume or reject the contract,
NeighborCare's loss of staff would likely accelerate at a time
when competition for pharmacy staff is high, causing the company
to begin closing some pharmacy locations, thus triggering a
domino effect on other pharmacy locations and threatening
NeighborCare's overall liquidity and ability to provide services
to the Debtors' patients.

NeighborCare believes the Debtors have sufficient funds to pay
the amounts in arrearages. The Debtors' motions for payment to
critical vendors totaling $20 million have been approved by the
Court, NeighborCare noted, and NeighborCare has been included on
the list of critical accounts when the Debtors went to the bank
group to request funds for their critical vendors. NeighborCare
recalls that prior to the Debtors' bankruptcy filing, in the
summer of 1999, MPAN's debt to NeighborCare ballooned from
$8,036,254 in May, 1999 to $22,503,000 as at petition. After the
bankruptcy filing, the Debtors requested NeighborCare for
continued services and assured NeighborCare that it would be
considered a critical vendor and paid a substantial portion of
its prepetition claim, NeighborCare told the Court. The Debtors
also committed to prompt payment, NeighborCare said, well within
30 days after receipt of a billing statement. NeighborCare told
the Court that it did not terminate the services, in reliance on
these assurances and because of concern for the Debtors'
patients.

For these reasons, NeighborCare requested that the Court enter
an order that:

      (1) compels the Debtors to decide whether to assume or
reject the executory contract, pursuant to section 365(d)(2) of
the Bankruptcy Code, within 30 days of the Court's entry of an
order;

      (2) pursuant to section 503(b)(1)(A) of the Bankruptcy
Code, grants NeighborCare administrative expense claims in the
amount of $1,347,855 plus applicable interest, as to arrearages
and amounts owed for the services provided after the petition
date through March 26, 2000 and $232,461 as to amounts owed as
Liquidated Damages in connection with such services;

      (3) grants NeighborCare administrative expense claims as to
all amounts owed by the Debtors to NeighborCare going forward
under the contract both for the services and as Liquidated
Damages, as of March 27, 2000;

      (4) directs the Debtors to pay to NeighborCare the
Postpetition Arrearages within ten days of the date of the entry
of the order;

      (5) directs the Debtors to continue to pay to NeighborCare
for any Postpetition Obligations goind forward immediately upon
receipt of such services on a COD basis until such time as the
contract is determined to be assumed or rejected by the Court.
(Mariner Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


METATEC INTERNATIONAL: Reports First Quarter 2001 Results
---------------------------------------------------------
Metatec International, Inc. (Nasdaq:META) announced results for
its first quarter ended March 31, 2001. The company also cited
progress in restructuring to focus on the growth of its supply
chain services business.

Revenue for the first quarter ended March 31, 2001, was
$21,048,545 compared to $27,637,107 for the first quarter ended
March 31, 2000.

The company reported a loss before income taxes of $1,926,600
for the quarter ended March 31, 2001, compared to a loss before
income taxes of $304,239 for the comparable quarter last year.
The loss included restructuring expenses of $109,564 related to
workforce reductions at its Dublin, Ohio, facility in March.
This compares to restructuring charges of $430,561 for the same
quarter of last year related to workforce reductions at the
company's U.S. operations.

Operations resulted in a loss after taxes of $1,926,600 for the
quarter ended March 31, 2001, compared to after-tax loss of
$168,239 for the quarter ended March 31, 2000.
Basic and diluted earnings per share for the first quarter of
2001 resulted in a loss of 31 cents compared to basic and
diluted earnings per share loss of 3 cents for the first quarter
of 2000.

Basic and diluted weighted average number of shares outstanding
were 6,135,669 for the quarter ended March 31, 2001, compared to
6,077,206 for the quarter ended March 31, 2000.

Jeffrey M. Wilkins, chairman and chief executive officer, said
the general economic slowdown, with particular emphasis on
slowed activity in the technology sector, continues to
negatively affect results. He said the company's customers
continue to pull costs out of their businesses that in many
cases affect information distributed on CD-ROM and DVD. He also
said price erosion continues due to excess optical disc
manufacturing capacity in the industry and that some costs for
raw materials remain above last year's levels.

            Company makes progress in restructuring

Wilkins continued by saying that the company has made
encouraging progress in plans announced March 22 to reorganize
and focus on the growth of its supply chain services business.
Wilkins said the company signed significant new contracts during
the first quarter all or in part related to its supply chain
services business. Included in the group is a major provider of
e-business infrastructure software where Metatec is providing
electronic software delivery to global customers. A second
contract involves a complete supply chain solution, from disc
manufacturing to packaging and electronic software delivery, for
a leading provider of global e-business solutions. A third is
for supply chain management services for a leading U.S. provider
of digital images.

Wilkins said he is encouraged by the company's recent success in
new contract signings that emphasize the company's capacity for
quality supply chain solutions. He said Metatec will continue
aggressive sales execution in specific vertical markets, strict
cost management and the development of service offerings in
support of the company's businesses. He said that while Metatec
will continue aggressive sales attention to the markets it has
identified for such services, the speed and pace at which the
economy will recover continues to be a reason for caution with
regard to the company's performance expectations for the
remainder of 2001.

                About Metatec International

Metatec International, a supply chain solutions company,
integrates information distribution technologies to help a wide
spectrum of businesses manage their supply chains and deliver
finished goods to their markets. Technologies include a full
range of logistics services; secure Internet-based electronic
commerce and information distribution technologies; and CD-ROM
and DVD manufacturing services. Extensive real-time customer-
accessible Web-based reporting and tracking systems support all
services. Metatec maintains operations in Ohio, California and
Europe.


OWENS CORNING: Continues Deployment Of Advantage 2000 System
------------------------------------------------------------
Owens Corning (NYSE: OWC) reported plans to continue deploying
its Advantage 2000 information technology system as the supply
chain solution for its global Composites Systems Business.

The overall deployment will take 18 to 24 months and includes
Latin America; Korea (including all of the Asia Pacific region);
India; Apeldoorn, The Netherlands; Liversedge, U.K.; and San
Vicente, Spain.

"The continued transition to Advantage 2000 will enable the
common system and process integration that is required to
achieve the organization's business outcomes, including
increasing total supply chain efficiencies and improving
customer satisfaction," said Heinz Otto, president, Composites
Systems Business.

"When fully deployed throughout our global business, Advantage
2000 will enable us to implement supply chain efficiencies on a
global basis, rather than relying on a patchwork of regional
solutions," said Otto.

The first deployment is scheduled for Latin America, with a full
project kick-off on May 1, 2001, and "go-live" by Oct. 31, 2001.
The second deployment is scheduled for the Asia Pacific region,
which includes the Kimchon, Korea facility and supporting supply
chain operations. The target for "go-live" in Asia Pacific is no
later than May 2002. The schedule for the remaining locations
will be developed in the third quarter this year.

"As with past Owens Corning Advantage 2000 deployments, the
deployment teams will consist of experts from the Business, IS,
and Process organizations," says David Johns, senior vice
president and chief information officer. "The detailed planning
process for the Latin America deployment has already begun. In
addition, a communication plan is being developed to keep
everyone informed of Composites' Advantage 2000 Deployment
activities and progress.

"We have a lot of positive experience from our deployment of
Advantage 2000 in North America," continues Johns, "but this
next phase will present special challenges in the variety of
languages, local business practices and time zones."

Launched in 1994, Advantage 2000 is a global systems and
process-reengineering initiative, at the heart of which is SAP's
e-business platform software. Advantage 2000 has reduced the
number of software programs used by Owens Corning from more than
250 to fewer than 10. It has already saved more that $50 million
in annual working capital and supply chain costs.

Owens Corning is a world leader in building materials systems
and composites systems. The company has sales of $5 billion and
employs approximately 20,000 people worldwide. Additional
information is available on Owens Corning's Web site at
http://www.owenscorning.comor by calling the company's toll-
free General Information line: 1-877-799-6904. (Owens Corning
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC GAS: U.S. Trustee Alters Creditors' Committee Membership
----------------------------------------------------------------
Linda Ekstrom Stanley, the United States Trustee for Region 17,
pursuant to 11 U.S.C. Secs. Sections 1102(a) and 1102(b)(1),
AMENDS her list of appointments to the Official Committee of
Unsecured Creditors in Pacific Gas and Electric Company's
chapter 11 case:

      Kenneth E. Smith
      PE-Berkeley, Inc.
      P.O. Box 776
      Berkeley, CA 94701
      Phone: 949/650-6301
      fax: 949/650-8412
      email: ksmith@deltapower.com

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

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

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

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

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

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

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

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

      Anna Fallon
      Vice President
      Morgan Guaranty
      60 Wall Street, 19th Floor
      New York, NY 10260
      Phone: 212/648-9746
      Fax: 212-648-5005
      E-mail: fallon_annamarie@jpmorgan.com

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


Accordingly, KES Kingsburg L.P. and U.S. Bank have left the
Committee and PE-Berkeley and Morgan Guaranty take their seats.

Patricia Cutler is the Assistant United States Trustee assigned
to PG&E's chapter 11 case, represented by Trial Attorneys
Stephen L. Johnson, Esq., and Edward G. Myrtle, Esq., in San
Francisco. (Pacific Gas Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Asks to Pay Pre-Petition Portion of Property Taxes
---------------------------------------------------------------
Pacific Gas and Electric Company filed a motion with the U.S.
Bankruptcy Court asking the court to authorize payment of the
pre-petition portion of its property taxes. The company pays
property taxes in 49 counties.

If the court approves the motion, Pacific Gas and Electric
Company will be able to immediately pay up to $41.2 million, its
portion of property taxes prior to April 6, the day it filed for
protection under Chapter 11 of the U.S. Bankruptcy Code. The
company's total property tax payment was $78.5 million, and it
paid the post-petition portion of $37.3 million on April 10.

Pacific Gas and Electric Company is asking the court for
authorization to pay its pre-petition portion of property taxes
because counties depend on taxes paid by the utility to fund
many services and the company wanted to limit the impact to
local governments. In addition, counties are fully secured
creditors and payment of their claims will not adversely affect
any other creditors in the case.

In order to be fair to other creditors, Pacific Gas and Electric
Company is proposing that the property tax payments be made in
full, without late penalty payments. Local tax collectors have
the authority to cancel the delinquent penalties on property
taxes upon a determination that the failure to make a timely
payment is due to a reasonable cause and circumstances beyond
the taxpayer's control, and occurred notwithstanding the
exercise of ordinary care in the absence of willful neglect.


PILLOWTEX CORP.: Union Calls On Bank of America To Protect Jobs
---------------------------------------------------------------
The union representing workers at Pillowtex Corp. called on Bank
of America Corp., the agent for the lead creditor in Pillowtex's
ongoing chapter 11 bankruptcy proceedings, to do what it can to
protect jobs while the textiler reorganizes, according to Dow
Jones. During Bank of America's annual shareholders meeting
Wednesday, the Union of Needletrades, Industrial & Textile
Employees, or Unite, said the Charlotte, N.C.-based company must
act responsibly toward thousands of plant workers and local
businesses whose fortunes are tied to Pillowtex. Those people
and businesses "are the backbone of this company," said Mark
Pitt, southern regional director of Unite. "We see the bank as a
potential partner to help bring about some much-needed stability
in this time of crisis." (ABI World, April 26, 2001)


PINNACLE CBO: Moody's Downgrades Two Tranches
---------------------------------------------
Moody's Investors Service cut both the senior and mezzanine
tranches issued by Pinnacle CBO, an emerging market CDO. These
are:

      * $58.14M Second Priority Senior Fixed Rate Global Notes
        due 11/27/2009; From B2 to Caa1.

      * $219.26M Senior Secured Global Notes due 11/27/2009; From
        Aa3 to A1.

Approximately $277.4 million of debt securities are affected.

Accordingly, the downgrades reflect the continuing deterioration
in the credit quality of the collateral pool. Moody's had
lowered the initial rating of the mezzanine tranche from Baa3 to
Ba1 on October 22, 1998, while further downgrade of both classes
took place on May 1, 2000, from Aa1 to Aa3 for the senior class
and from Ba1 to B2 for the mezzanine class.

Due to the decline in credit quality, the ratings assigned to
the senior and mezzanine classes are no longer consistent with
the credit risk posed to investors, Moody's said. As of March
20, 2001, the portfolio reportedly had over 21% of the
securities rated Caa1 or lower (including defaulted securities).
Furthermore, the CBO was violating both the Senior Par Value
Test and Second Priority Par Value Test. The Senior Interest
Coverage Test, Second Priority Interest Coverage Test, Average
Portfolio Rating Test, Maximum Cumulative Maturity Profile Test,
and Collateral Debt Securities Requirements were also being
violated, reported Moody's.

As a result, credit risks associated with the Senior and
Mezzanine Notes were no longer consistent with their respective
ratings, according to Moody's.


PNV, INC.: Walking Away from Yahoo! Banner Ad Contract
------------------------------------------------------
PNV, Inc., f/k/a Park 'N View, Inc., and Yahoo!, Inc., are party
to a non-cancelable one-year Advertising Contract dated August
30, 2000, under which Yahoo! agreed to provide 940,000
impressions using banner ads at a cost of $52,794 starting
January 1, 2001.

Because PNV has sold substantially all of its assets, PNV has no
use for the advertising services. PNV lawyer David L. Rosendorf,
Esq., at Kozyak Tropin & Throckmorton, P.A., in Miami, told the
U.S. Bankruptcy Court for the Southern District of Florida that
the Company has not been able to find a party willing to take an
assignment of the contract. Accordingly, the Debtor has
determined that the best thing to do is reject the contract
pursuant to 11 U.S.C. Sec. 365(a).


PSINET INC.: Receives Tender Offer From Emerald Bay Investors
-------------------------------------------------------------
PSINet Inc. and its subsidiary, PSINet Consulting Solutions
Inc., formerly Metamor Worldwide Inc. (PCS), have received a
notice from Emerald Bay Investors LLC stating that Emerald has
commenced an unsolicited tender offer for up to $9.5 million of
the face amount of the 2.94 percent convertible subordinated
notes due 2004 of PCS for a cash purchase price equal to 15.5
percent of the original face amount of the notes purchased.

The notes are convertible into PSINet common stock at a
conversion rate of 21.36573 shares of common stock per $1,000
principal amount at maturity of notes converted.

According to Emerald's offering circular received by PSINet and
PCS, Emerald will accept notes on a first-received, first-
purchase basis, and all sales of notes will be irrevocable and
no withdrawal rights will be granted for notes surrendered
pursuant to the tender offer.

Emerald is not affiliated with PSINet, PCS or their respective
officers or directors. Neither PSINet nor PCS expresses an
opinion and each of them is remaining neutral toward Emerald's
tender offer in view of PSINet's previous announcement that it
is likely that its common stock and preferred stock will have no
value and issues as to the ability of PSINet and PCS to continue
as a going concern.

PSINet and its advisers continue to analyze and pursue certain
financial and strategic alternatives, including the possible
sale of all or a portion of PSINet, while also exploring
alternatives to restructure obligations to bondholders and other
creditors. These efforts are likely to involve reorganization
under the federal bankruptcy code.

There can be no assurance that one or more of these alternatives
can be successfully implemented, and no assurance that PSINet
and PCS will not run out of cash.

Noteholders are advised that this tender offer, commonly
referred to as a mini-tender offer, seeks to purchase notes
convertible into less than 5 percent of PSINet's outstanding
common stock. Unlike tender offers for 5 percent or more of a
company's outstanding stock, mini-tender offers are not subject
to the filing, disclosure and procedural requirements of the
federal securities laws and regulations.

The Securities and Exchange Commission (the SEC) has issued an
investor alert regarding mini-tender offers, which can be
accessed at the SEC's Web site at:

       www.sec.gov/investor/pubs/minitend.htm

Among other things, the SEC recommends that before accepting
such mini-tender offers, noteholders should determine the market
price and tender price, consult with their broker or financial
adviser and determine where to get the best price if they want
to sell. The SEC warns investors not to assume that a premium
over the market price is being offered for their shares.
Noteholders who have tendered their shares in response to the
offer are advised to consult with their broker and legal counsel
with respect to their rights and obligations.

With headquarters in Ashburn, PSINet is a leading provider of
Internet and IT solutions offering flex hosting solutions,
global e-commerce infrastructure, end-to-end IT solutions and a
full suite of retail and wholesale Internet services through
wholly owned PSINet subsidiaries. Services are provided on
PSINet-owned and -operated fiber, Web hosting and switching
facilities, currently providing direct access in more than 900
metropolitan areas in 27 countries on five continents.


PURINA MILLS: Schedules Annual Shareholders' Meeting On June 12
---------------------------------------------------------------
The Annual Meeting of Stockholders of Purina Mills, Inc., a
Delaware corporation, will be held June 12, 2001, at 11:00 a.m.
CDT at the Renaissance Hotel - Airport, located at 9801 Natural
Bridge Road, St. Louis, Missouri, for the purpose of:

      (1) Electing five directors to the Board of Directors
consisting of Brad J. Kerbs, Craig Scott Bartlett, Jr., Robert
F. Cummings, Jr., James J. Gaffney and Robert A. Hamwee;

      (2) Approving the adoption of the Company's amended and
restated Equity Incentive Plan;

      (3) Approving the adoption of the 2001 Non-Employee
Director and Key Employee Equity Incentive Plan;

      (4) Ratifying the designation of KPMG LLP as the
independent auditors of the Company for the year ending December
31, 2001; and

      (5) Transacting such other business as may properly come
before the Annual Meeting or any adjournment or postponement
thereof.

The record of Stockholders entitled to notice and to vote at the
meeting was taken as of the close of business on April 16, 2001.


ROUGE INDUSTRIES: Posts $59.8 Million First Quarter Loss
--------------------------------------------------------
Rouge Industries, Inc. (NYSE: ROU) reported a net loss of $59.8
million, or $2.69 per share, for the first quarter of 2001,
compared to a net loss of $12.9 million or $0.58 per share in
the first quarter of 2000. The loss in 2001 included a $7.4
million benefit for indemnification by the Company's former
parent for environmental liabilities related to the cleanup of
the Rouge Complex. Steel product shipments in the first quarter
of 2001 totaled 581,000 tons, 163,000 tons or 21.9% lower than
the first quarter of 2000. Raw steel production in the quarter
totaled 556,000 tons, 115,000 tons or 17.1% lower than last
year's first quarter production level.

During the first quarter of 2001, the Company closed on a new
$250 million revolving loan facility with Congress Financial
Corporation. Borrowings under the new loan facility are limited
to specified percentages of inventories and receivables. At
March 31, 2001, the Company had $102.8 million of debt
outstanding.

The Company's production and shipments in the quarter were
adversely impacted by the continuing weakness in the automotive
market and by excessively high inventories resulting from the
continuing onslaught of steel imports into the Company's
markets. As a result, the Company idled the smaller of its two
blast furnaces for 60 days during the quarter to help balance
production with sales. The idled blast furnace resumed full
production in early March to coincide with an increased order
rate going into April.

The first quarter was another difficult quarter marked by
substantially reduced automotive production schedules, steel
selling prices in the spot market that reached a twenty-year low
and a continuing glut of foreign steel imports into the U.S.,
said Carl L. Valdiserri, chairman and chief executive officer.
For the past three years, unfairly traded steel imports have
created a domestic steel crisis of major proportions. This is
evidenced by 16 steel companies in bankruptcy and the many
thousands of steel related jobs that have been lost during this
period. To exacerbate the problem, natural gas costs in the
first quarter increased 125% over the first quarter of 2000. The
natural gas increase alone accounted for a $12 million cost
increase from a year ago, said Mr. Valdiserri.

The Company's operating income was also adversely impacted by
$17.7 million of direct and indirect costs attributable to the
Rouge Complex Powerhouse explosion and fire that occurred in
1999. These costs include $13.3 million for business
interruption, $3.5 million for property damage costs and
$900,000 for professional services and other costs. These costs
were partially offset by $6.4 million of income for anticipated
insurance recovery. The insurance recovery amount reflects a
reduction in a previously recorded reserve for potential
insurance recovery shortfalls.

The Company's insurance carrier suspended its business
interruption coverage effective December 31, 2000, said Gary P.
Latendresse, vice chairman and chief financial officer. This
cessation of coverage caused the Company to absorb more than $13
million of excess utility costs and blast furnace gas flaring
penalties during the quarter. Excess utility costs and blast
furnace gas flaring penalties were fully covered in the first
quarter of 2000. The new co-generation power plant, under
construction by an affiliate of CMS Energy, did not commence
operations in the first quarter and caused us to continue to
rely upon the higher cost, natural gas-fueled, temporary steam
boilers. At this point, the new power plant's blast furnace gas
burning boilers are being tested and we expect steam supply to
commence by the end of May, concluded Mr. Latendresse.

Through March 31, 2001, the Company has recorded costs of $319.3
million directly and indirectly attributable to the explosion.
Insurance recoveries of $268.0 million have been recorded
through March for property damage and business interruption
losses. To date, Rouge Industries has been advanced $298.1
million. The Company will continue to record Powerhouse
explosion- related costs and insurance recovery amounts until
the new power plant is operational and the disposition of the
idled Powerhouse is resolved.

Our order book continues to improve, and we expect shipments to
increase in the second quarter by 15% to 20% over the first
quarter level. Natural gas usage will abate as the heating
season ends and the new power plant commences commercial steam
production. All of these factors should contribute to the
Company's improved financial results in the second quarter. The
outlook for the second half of 2001 is still quite cloudy due to
the unstable economy and questions surrounding the ongoing
strength of the automotive market. We hope that the U.S.
government will support the domestic steel industry's efforts to
survive, and we continue all out efforts to improve our yield
and productivity, with the goal of returning to profitability by
the end of the year, concluded Mr. Valdiserri.


SAFETY-KLEEN: U.S. Trustee Opposes Jay Alix's Employment
--------------------------------------------------------
Patricia A. Staiano, the United States Trustee for Region III,
objected to Safety-Kleen Corp.'s application to employ Jay Alix
as their turnaround consultants, giving four reasons. First, the
Trustee said that Jay Alix is not "disinterested" because the
services provided by Jay Alix to these estates make it a "person
in control", or managing agent of the Debtors, and therefore an
insider. Second, Jay Alix is not disinterested because a former
Jay Alix employee served as an officer of the Debtors. Third,
Jay Alix's disclosure was not adequate to permit a full
determination of its relationships with the Debtors and these
estates. Finally, Jay Alix has a prepetition claim for
indemnification against the Debtors.

           The Debtors say Jay Alix is Disinterested
                and the U.S. Trustee has no case

David S. Kurtz and J. Gregory St. Clair of the Chicago firm of
Skadden, Arps, Slate, Meagher & Flom, together with Greg Galardi
of the firm's Wilmington branch, responded to the Trustee's
objections, saying that none of these objections have merit. In
response to the Trustee's first point, the Debtors said that Jay
Alix is a retained professional and advisor to the Debtors'
management and Board of Directors, and is not supplanting
management. No Jay Alix employee has been or will be a director
or officer of the Debtors subsequent to the Petition Date.
Instead, each of Jay Alix's employees is supervised by an
officer of the Debtors. Neither the Board nor senior management
of the Debtors have abdicated their responsibilities or
authority to Jay Alix. The Debtors said that there are no facts
to suggest Jay Alix is in control of the Debtors.

Second, the claim that, because of a former Jay Alix employee's
stint as a prepetition employee of the Debtors, the firm is not
disinterested is baseless. The former employee may or may not be
disinterested, but he is not part of this engagement, and is no
longer associated with Jay Alix. There is no basis for imputing
any potentially disqualifying conflict the former employee might
have to Jay Alix as a whole. The Debtors said that this
suggestion is inconsistent with Circuit case law, the Bankruptcy
Code, and violative of public policy.

As to the Trustee's third point, the Debtors dismissed it,
saying simply that the Trustee cannot demonstrate that Jay Alix
has an actual, or even potential, material adverse interest with
regard to the Debtors' estates. Finally, the Debtors said that
they are unaware of any evidence indicating that the disclosures
made by Jay Alix in connection with this retention were
improper, incomplete, or otherwise materially inaccurate.

                     Jay Alix Responds

Laura Davis Jones and Alan J. Kornfeld of the Wilmington firm of
Pachulski, Stang, Ziehl, Young & Jones, together with Sheldon S.
Toll of Hennigan, Miller, Schwartz & Cohn LLP of Detroit
Michigan, responded for Jay Alix and echoed the Debtors'
statement that there is no merit to the Trustee's objection. Jay
Alix began by claiming that in informal conversations with the
Trustee it has resolved four of the grounds raised by the
Trustee, including indemnification, bonus and arbitration
issues. The only issue remaining as far as Jay Alix views the
case is whether it must be disqualified because a former Jay
Alix employee, John McGregor, acted as an interim officer of the
Debtors for 65 days prior to the bankruptcy filings, or because
Jay Alix is somehow a person in control of the Debtor.

Jay Alix told Judge Walsh that Mr. McGregor was not a
shareholder or officer of the Debtors, resigned his position two
weeks prior to the Petition Date, was not involved in the
postpetition engagement, and has not been employed by Jay Alix
since shortly after these Chapter 11 cases began. No other Jay
Alix employee is or has been an officer of the Debtors. Ms.
Jones pointed out that Jay Alix is not and never has been an
officer of the Debtors, and claimed that there is no basis for
imputing any lack of disinterest of Mr. McGregor to the firm as
a whole. Furthermore, Ms. Jones reminded Judge Walsh that prior
representation of a debtor is not a basis for disqualification.
Even if Jay Alix were not disinterested at the time of the
employment application, Mr. McGregor's departure remedies
this defect.

As to allegations of control, Jay Alix is not, cannot, and never
has exercised the control over the Debtors' budget, hiring and
firing, asset disposition, and other corporate policies required
for a finding of control. By law, there is no such thing as a
postpetition "insider" in any event. As the Trustee is aware,
Ms. Jones said, Jay Alix is also not a creditor, having long ago
waived any potential indemnity claim against the Debtors. In
short, there is no basis for any of the Trustee's objections,
Ms. Jones said, and asked that the Application be approved over
those objections. (Safety-Kleen Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SKG INTERACTIVE: Consultants To Formulate Reorganization Plan
-------------------------------------------------------------
SKG Interactive Inc. (TSE: SKG - Suspended) announced the
appointment of a team of management consultants to develop a
reorganization plan for the Company.

The consulting team is comprised of Rod MacDonald, Bill Love and
Patrick McDougall. MacDonald and Love are the principals of YNN
Holdings Inc., which holds a 53% interest in Athena Educational
Partners (AEP) Inc. In December 2000, the Company acquired a
convertible debenture of Athena in the principal amount of $3.65
million, including all related security and associated warrants
to acquire common shares of Athena from the former debenture
holder at an aggregate purchase price, paid in cash, equal to
the then outstanding amount of the debenture, approximately $3.9
million. The current outstanding amount of the debenture is
approximately $4.0 million.

In addition, YNN Holdings Inc. entered into a letter of intent
with SKG in October 2000 to sell a 53% interest in Athena to
SKG. The transaction, which was expected to close prior to
November 30, 2000, has not closed and under the terms of the
agreement the transaction has expired. Patrick McDougall is a
Toronto businessman.

The Company also announced that a meeting of SKG shareholders is
expected to be called in approximately three weeks for the
purpose of electing a new Board of Directors. A shareholders
meeting is expected to take place approximately during the week
of June 18, 2001.

The Company also announced that two Company directors, Bernard
G. Abrams and Charles T. Newman, both resigned on March 5, 2001,
leaving the Company's board of directors without a quorum. Paul
S. Romanchuk has also submitted his resignation as president,
CEO and a director of SKG, effective April 26, 2001. With the
resignations, Frank Johnson remains the sole director of the
Company.

The consulting team will endeavor to ensure that SKG is in
compliance with the regulations required to maintain its
reporting issuer status. It will also present a reorganization
and restructuring plan to SKG's new Board of Directors. Trading
of the shares of SKG was suspended by The Toronto Stock Exchange
on March 8, 2001 for the Company's failure to meet TSE listing
requirements. The Company is also subject to a cease-trade order
issued by the Ontario Securities Commission for the late filing
of its financial statements.

Effective immediately, the business office of SKG has been
relocated to 200 Town Centre Boulevard, Suite 400, Markham,
Ontario.


SPORT SHOE: Hires Hilco Merchant To Conduct 11 Stores Sales
-----------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia, Atlanta Division, has granted the motion by The Sport
Shoe Inc., to close 11 stores in Florida and Georgia. The Sport
Shoe Inc., has engaged Hilco Merchant Resources to conduct a
store closing sale at the 11 stores which started Thursday.

With more than $7 million in inventory to be liquidated in the
upcoming weeks, the liquidation sales are already underway.
Signs have been hung and discounts have been taken on all
merchandise in all 11 stores. The Sport Shoe is stocked with
brand name sport shoes of all types, including tennis,
basketball, running and baseball. In addition there is a great
assortment of clothes as well as licensed product.

"This is an excellent opportunity to purchase athletic shoes and
athletic wear at incredible savings" said Michael Keefe,
President & Chief Executive Officer of Hilco Merchant Resources.
"Prior to the liquidation sale starting, prices were reduced
well below original price on the majority of the inventory in
the eleven stores; these lower prices combined with the
discounts now being taken during the liquidation offer the
consumer tremendous value."

"The top names in retail have been forced to restructure," said
Sid Lambersky, Vice President with Hilco. "With The Sport Shoe,
liquidating these eleven stores is a prudent change necessary
for long-term success."

Greg Kosinski, Acting President of The Sport Shoe stated that,
"While we are sorry to have to liquidate the inventory in these
stores, we believe that this is a necessary step towards
successfully reorganizing the company. Many of the top names in
retailing have been forced to restructure. We believe that with
the continued support of our devoted associates and management,
we will be able to restructure our operations and return to
profitability."

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


SUMMEDIA.COM: Canadian Unit Seeks Protection From Creditors
-----------------------------------------------------------
SUMmedia.com Inc. (OTCBB:ISUM) disclosed that its Canadian
subsidiary, SUM Media Corp., filed a Notice of Intention To Make
a Proposal to its creditors under Section 50.4(1) of the
Bankruptcy and Insolvency Act.

The firm of Ernst & Young Inc. has been appointed to act as
trustee under the proposal.

                About SUMmedia.com Inc.

Founded in 1999, SUMmedia develops Web-based and wireless
marketing solutions through its Content Management Applications
and Services Provider (ASP) Program. SUMmedia remains a fully
reporting issuer on the NASD Over-The-Counter Bulletin Board.


SUN HEALTHCARE: Exclusive Period To File Plan Extended To May 8
---------------------------------------------------------------
Sun Healthcare Group, Inc. sought and obtained the Court's
approval for a further extension of the Exclusive Period during
which they may file a plan of reorganization to and including
May 8, 2001, and if a plan is filed within such time, for an
extension of the Exclusive Period to solicit acceptances to and
including July 9, 2001.

Justification for the extension, simply put, lies with the
Debtors' continued progress in the process of reorganization in
the cases and their need for more time to accomplish the various
tasks before they can file a consensual plan or plans of
reorganization for the large and complex cases of Sun
Healthcare. The Debtors believe that an extension of the periods
is well justified to enable them to continue with their efforts
in operating their business as Debtors-in-possession and in
moving forward in the process of reorganization under chapter 11
of the Bankruptcy Code.

Pursuant to 1121(d) of the Bankruptcy Code, Judge Walrath
ordered that the relief requested is granted, without prejudice
to the Debtors' right to request a further extension. (Sun
Healthcare Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


TELIGENT INC.: Fixed Wireless Provider Close to Bankruptcy
----------------------------------------------------------
Teligent Inc. announced that it is only days away from
bankruptcy, according to TheDeal.com. Teligent's lenders ordered
it to assemble a $250 million vendor financing package as well
as a $100 million equity-linked debt instrument by today,
Monday, to remain solvent. With just $194 million in cash and
stock trading at 40 cents a share, the chances of the company
obtaining additional resources to withstand a chapter 11
bankruptcy filing are seen as slim. Chase Securities, Goldman
Sachs Credit Partners and TD Securities, Teligent's primary bank
lenders, hold about $800 million in senior secured debt. A
Teligent spokeswoman said the company was pursuing "a variety of
possible" new funding sources but would not say whether it hired
an outside financial adviser to help with a bankruptcy or
restructuring plan. (ABI World, April 26, 2001)


THERMADYNE HOLDINGS: Banks Agree To Waive Covenant Default
----------------------------------------------------------
Thermadyne Holdings Corporation (OTC BB: TDHC.OB) has entered
into an amendment to its credit agreement with its banking
institutions.

The amended credit agreement calls, in part, for Thermadyne's
banking institutions to waive the requirements under certain
financial covenants for the period from March 31, 2001 through
May 23, 2001, as to which the Company was not in compliance.

The Company said that its Board of Directors has authorized
management and its financial advisors to evaluate the Company's
existing capital structure and consider strategic alternatives
to strengthen its balance sheet.

"Thermadyne is a premier supplier to the welding and cutting
industry but it simply has too much debt. Now we have the
opportunity to address this issue and find a permanent
resolution in the next several months that is equitable to all
parties involved," said Karl R. Wyss, chairman and chief
executive officer of Thermadyne Holdings Corporation.

"The waiver provides the Company with the time needed to reach
consensus on the restructuring of our debt," Mr. Wyss added.

"We want to assure our employees, customers and suppliers that
we fully expect this process to have no impact on the day-to-day
operating performance of our Company. Orders will be fulfilled,
suppliers will be paid promptly and our daily operations will
continue as usual. Most importantly, this creates a unique
opportunity to emerge as a strong, healthy company benefitting
customers, suppliers and employees alike," concluded Mr. Wyss.

Thermadyne, headquartered in St. Louis, Missouri, is a
multinational manufacturer of cutting and welding products and
accessories.


VENCOR INC.: Agrees To Settle IRS Claims In May
-----------------------------------------------
In connection with IRS Claims that are among the claims that
Vencor, Inc. objected to in the 5th and 7th Omnibus Claims
Objections, the parties sought and obtained the Court's approval
to the agreement between them to:

      (1) further extend the deadline to respond or object to the
          IRS Discovery Request until May 9, 2001;

      (2) further adjourn the hearing on the objections with
          respect to the IRS claims until May 23, 2001 at 2:00
          p.m.; and

      (3) further adjourn the response deadline to the objections
          with respect to the IRS Claims until May 16, 2001 at
          4:00 p.m.

The parties expressly reserve all rights and remedies with
respect to the Objections and the IRS Discovery Request. (Vencor
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VENTAS INC.: Shareholders' Meeting Set For May 15 in Louisville
---------------------------------------------------------------
The Annual Meeting of Stockholders of Ventas, Inc. will be held
at 11:00 a.m., local time on Tuesday, May 15, 2001, at The
Olmsted, 3701 Frankfort Avenue, Louisville, Kentucky, to
consider and vote on:

      (1) The election of directors for the ensuing year;

      (2) The ratification of the selection of Ernst & Young LLP
          as the independent auditors for fiscal year 2001; and

      (3) Such other business as may properly come before the
          Annual Meeting or any adjournments thereof.

The close of business on March 20, 2001, has been fixed as the
record date for determination of stockholders entitled to notice
and to vote at the meeting.


W.R. GRACE: Paying Up To $34,000,000 Of Trade Claims
----------------------------------------------------
Advancing a "necessity of payment" doctrine argument, W. R.
Grace & Co. sought and obtained an order from Judge Newsome
authorizing payment of up to $34,000,000 of Trade Claims owed
for prepetition goods and services from vendors and suppliers.

The Debtors estimate that aggregate prepetition unsecured claims
against their estates approximate $550,000,000. This sum, James
H.M. Sprayregen, Esq., at Kirkland & Ellis, told the Court,
includes all disputed, unliquidated and contingent claims
without admission as to the allowability of such claims and
excludes all asbestos-related claims. The $34,000,000 amount
owed to Trade Creditors is roughly 6% of the total pool of
unsecured claims and a de minimis fraction of total prepetition
liabilities.

Judge Newsome's Order approving the Debtors' request provides,
inter alia, that:

      (A) the Debtors are authorized, but not directed, in the
reasonable exercise of their business judgment, to pay the
prepetition Trade Claims of Trade Creditors, subject to a
$34,000,000 cap;

      (B) the Debtors are authorized, but not required, to
undertake all appropriate efforts to cause Trade Creditors to
enter into a Trade Agreement with the Debtors providing, among
other things, that:

          (1) a Trade Creditor and the Debtors may mutually agree
              on the amount of each prepetition Trade Claim;

          (2) a Trade Creditor will continue to offer the Debtors
              normal and customary trade terms no less favorable
              than were in effect prior to the Petition Date;

          (3) the Debtors will pay for postpetition goods and
              services in accordance with prepetition custom and
              practice;

          (4) a Trade Creditor will not assert any lien against
              the Debtors' property or will take action to remove
              existing purported liens;

and the Debtors shall enter into these Trade Agreements only
when the Debtors determine, in the exercise of their reasonable
business judgment, that it is appropriate to do so;

      (C) the Debtors are authorized, in their sole discretion,
to make prepetition payments to a Trade Creditor in the absence
of a Trade Agreement after the Debtors have taken all
appropriate efforts to cause such Essential Trade Creditor to
execute a Trade Agreement or provide goods and services based on
Customary Trade Terms. (W.R. Grace Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEBVAN GROUP: Names Robert Swan As New Chief Executive Officer
--------------------------------------------------------------
Webvan Group, Inc. (Nasdaq:WBVN) announced that its board of
directors has named Robert Swan as chief executive officer. Swan
previously served as Webvan's chief operating officer, a post he
assumed in September 2000. He joined Webvan in October 1999 as
senior vice president of finance and was named chief financial
officer in February 2000. Swan has joined the company's board of
directors.

Prior to joining Webvan, Swan spent 14 years at General Electric
Company, most recently as vice president and chief financial
officer of GE Lighting. He also served as vice president,
finance of GE Medical Systems in Europe, chief financial officer
of GE Transportation Systems, and as manager of programs and
planning for GE's Corporate Operations and Audit Staff. Swan is
40 years old. He holds a B.S. in Management from the State
University of New York at Buffalo, and an M.B.A. from the State
University of New York in Binghamton.

Swan succeeds George T. Shaheen, who resigned as Webvan's chief
executive officer and chairman on April 13, 2001.

                      Webvan Board Changes

Webvan also announced that Ronald D. Fisher, Managing General
Partner of SOFTBANK Capital Partners, has joined the company's
board of directors.

"Ron is a seasoned executive who will add a great deal of depth
and experience to our board," said Christos M. Cotsakos,
chairman and chief executive officer of E*Trade Group and a
member of the Webvan board of directors. "He has a proven record
in helping young companies grow into successful and profitable
enterprises. His insights will be very valuable to the board,
Bob and the Webvan management team."

Tim Koogle and Michael Moritz have stepped down as members of
Webvan's board of directors, effective immediately. Koogle is
the vice-chairman of Yahoo! Inc. Michael Moritz is a general
partner with Sequoia Capital.

In addition to Cotsakos, Fisher and Swan, Webvan's Board of
Directors is now comprised of: Jim Barksdale, partner of The
Barksdale Group; David M. Beirne, general partner, Benchmark
Capital; and Mary Alice Taylor, former chairman and chief
executive officer of HomeGrocer.com.

                        About Webvan

Webvan Group, Inc., is setting a new standard for Internet
retailing, combining the convenience of online shopping with a
personalized courier service that delivers products into
customers' homes within a timeframe of their choosing. Through
its Web site, http://www.webvan.com,Webvan offers a broad
selection of quality products at competitive prices. The
company's relentless focus on customer service, innovation, and
value saves its customers time and money. Webvan's corporate
headquarters are located in Foster City, CA.


WEBVAN: Discloses First Quarter Results & Restructuring Efforts
---------------------------------------------------------------
Webvan Group, Inc. (Nasdaq:WBVN) announced its financial results
for the first quarter 2001, which ended March 31. The company
also announced further modifications to its business plan,
including the closing of its operations in Atlanta and
reductions in its corporate staff. The restructuring moves are
intended to lower operating costs and support the company's push
to achieve full profitability in the second half of 2002.

In addition, Webvan reported that it is in preliminary
discussions with certain existing investors regarding possible
debt or equity financing of approximately $25 million. Webvan
has engaged Goldman Sachs & Co. to assist in evaluating its
financing and strategic alternatives. The company also announced
plans for a 25-to-1 reverse stock split, subject to shareholder
approval at the upcoming annual meeting.

"Our top priorities are to give Webvan's customers an
unparalleled shopping experience, prove the economics of our
business model and reach profitability," said Robert Swan, chief
executive officer of Webvan Group, Inc. "With the approximately
$115 million in cash, cash equivalents, and marketable
securities on hand at the close of the first quarter 2001, we
will need $25 million in capital to pursue a fully-funded
business plan, allowing us to fund operations up to the point
when the entire company is cash-flow positive. We currently
anticipate reaching this cash-flow milestone in the second half
of 2002."

                First Quarter 2001 Results

"The first quarter of 2001 was undoubtedly the most challenging
and the most rewarding period in Webvan's young history," Swan
said. "In this period we saw substantial improvements across our
operations, leading to a solid financial performance. I am
pleased to announce that our Fullerton, California customer
fulfillment center, which serves Orange County, exited the first
quarter with a positive cash flow. Passing this milestone is a
significant accomplishment for Webvan, proving the viability of
our business model and clearly demonstrating our ability to run
a profitable enterprise."

Webvan reported that net sales for the first quarter 2001
totaled $77.2 million, an increase of 106 percent over pro-forma
net sales of $37.5 million for the first quarter of 2000. Sales
for the first quarter of 2001 include only 51 days of revenue
from Webvan's Dallas/Ft. Worth market, which was closed on
February 20. The pro forma results for 2000 include the full
impact of HomeGrocer.com for this period.

Net loss for the first quarter was $86.1 million, or a loss of
$0.18 per share compared with a pro-forma loss of $75.4 million,
or $0.17 per share in the first quarter of 2000. Pro-forma net
loss and net loss per share exclude the amortization of goodwill
resulting from the company's September 2000 acquisition of
HomeGrocer.com, amortization of deferred compensation and
restructuring charges and includes HomeGrocer's operating
results for the first quarter of 2000.

Gross profit for the first quarter was $21.7 million, or a gross
margin of 28.1 percent compared to a pro forma gross profit of
$7.8 million and a gross margin of 20.9 percent, for the
comparable period in 2000.

The company reported a cash position of $115 million at the end
of the first quarter. Webvan also reported combined company-wide
inventory turns of 17.8 times on an annualized basis.

The company stated that its active customer accounts in the
preceding 12 months ending March 31, 2001 exceeded 761,780.
Repeat orders represented 84.1 percent of total orders during
the period. The average order size for the recently completed
quarter was approximately $114.

"We are taking the necessary steps on the marketing and
merchandising fronts to build and retain our customer base and
to increase the frequency and order size of their shopping with
Webvan," Swan said. "Equally important, Webvan is acting
aggressively to hit its profitability goals by reducing
operating costs which lowers the required order volume needed to
turn a positive cash flow in each of our markets. In the first
quarter, we reduced our pro forma operating loss by $24.5
million over the previous quarter."

                         Restructuring

In line with its on-going effort to conserve capital, Webvan
announced that it is indefinitely suspending service and
operations in Atlanta in order to focus on its other markets.
The company will continue its online retailing service in
Chicago, the Pacific Northwest (Seattle, WA and Portland, OR),
the San Francisco Bay Area, and Southern California (Los
Angeles, Orange County, San Diego).

"While we regret the impact this decision has on our loyal
customers in the Atlanta Area, we firmly believe that this is a
necessary and right step for the long-term viability of Webvan,"
Swan continued. "In light of our business priorities, we believe
that the company's resources can be more effectively and
efficiently utilized to bring our other markets to
profitability. These restructuring moves reduce operating costs
and support the company's push to achieve full profitability in
the second half of 2002."

About 485 positions are affected by the decision to close the
Atlanta market. The company also announced that it is
eliminating approximately 400 positions at its corporate offices
in Foster City, California and Kirkland, Washington as it aligns
the organization to its near-term business strategy. Webvan
currently employs approximately 3,500 workers.

"This was a difficult decision because of the impact it has on
members of our Webvan family," added Swan. "On behalf of all
Webvan employees and customers, I want to thank our impacted
Associates for their outstanding contributions. They are
pioneers in the effort to introduce consumers to the benefits of
online retailing. We are committed to working with these
colleagues to help them through this transition."


               Company Plans Reverse Stock Split

The company said that its board of directors has approved a 25-
to-1 reverse stock split, subject to approval by Webvan's
shareholders at the annual meeting to be held in June.

"At present, we have too many shares of Webvan securities
outstanding," Swan said. "A reverse split of 25-to-1 will reduce
our number of outstanding shares to approximately 20 million. We
believe such a move is in the best interest of our shareholders.
A reverse split will also support our effort to raise the Webvan
share price above the Nasdaq's $1 per share listing
requirement."


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

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

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

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

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

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


BOND PRICING: For the week of April 30 - May 4, 2001
----------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/4 '05           22 - 25 (f)
Amresco 9 7/8 '05                 53 - 55
Arch Communications 12 3/4 '07    31 - 33
Asia Pulp & Paper 11 3/4 '05      12 - 15 (f)
Chiquita 9 5/8 '04                55 - 57 (f)
Friendly Ice Cream 10 1/2 '07     55 - 58
Globalstar 11 1/4 '04              4 - 5 (f)
Level 3 9 1/8 '08                 65 - 67
PSInet 11 '09                      5 - 7 (f)
Revlon 8 5/8 '08                  44 - 46
Trump AC 11 1/4 '06               65 - 67
Weirton Steel 10 3/4 '05          32 - 36
Westpoint Stevens 7 7/8 '05       58 - 61
Xerox 5 1/2 '03                   75 - 77


                            *********


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

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

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

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


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
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Information contained herein is obtained from sources believed
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                  *** End of Transmission ***