TCR_Public/010501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Tuesday, May 1, 2001, Vol. 5, No. 85

                            Headlines

360NETWORKS: Moody's Reviews Ratings For Possible Downgrade
ADVANCED PLANT: Posts $4.8 Million Net Loss For Year 2000
AMERICAN APPLIANCE: Files Chapter 11 Petition in New Jersey
ARMSTRONG: GE Modular Presses For Decision On Trailer Lease
BANCA QUADRUM: Posts MXP 28.9 Million Net Loss In Q1 2001

BURST.COM: Receives Notice of Delisting From Nasdaq
CATHEDRAL LTD.: S&P Cuts Rating On Class B Notes To BB From BBB
DECORA INDUSTRIES: Director Moves for Appointment of an Examiner
DELTA FINANCIAL: First Quarter Net Loss Amounts To $33.8 Million
ECONNECT: Continuing Cash Burn May Trigger Shut Down

ELITE TECHNOLOGIES: Recurring Losses Raise Going Concern Doubts
FARMERS COOPERATIVE: Intends To Auction Assets In June & July
FRONTIER INSURANCE: Reports Fourth Quarter and FY 2000 Losses
FRUIT OF THE LOOM: Settles Schopf & Weiss' Retaining Lien
HARRIS CORP.: Moody's Downgrades Senior Debt Rating To Baa2

ICG COMM.: Court Gives Go Ahead For Retention/Severance Programs
KAISER GROUP: New Trading Symbol Is KGHI
LERNOUT & HAUSPIE: Co-Founders Face Fraud Charges
MALIBU ENTERTAINMENT: Lender Agrees To Amend Credit Facility
MANHATTAN INVESTMENT: Trustee Sues Bear Stearns for $1.9 Billion

MARCHFIRST: Converts Chapter 11 Case To Chapter 7 Liquidation
MARINER: Moves For Jones Day To File Time Records Under Seal
OWENS CORNING: Inks Joint Indian Marketing Pact With TieTek
PACIFIC GAS: UnderWater Notifies Of Critical Need For Service
PLAINWELL INC.: Seeks To Extend Exclusive Period To June 19

POINTECOM INC: Case Summary & 20 Largest Unsecured Creditors
PRANDIUM: Appoints Donald Blough & Khanh Tran As New Directors
PREMIER LASER: RXVP To Buy Data.Site Assets
SAFETY-KLEEN: Caterpillar Financial Demands Payment Of Rent
SILVERLEAF RESORTS: Falls Short of NYSE's Listing Requirements

SUN HEALTHCARE: Has Until August 13 To Assume Or Reject Leases
TOKHEIM CORP.: Barclays Bank Reports 40.4% Stake in New Equity
TRANSFINANCIAL HOLDINGS: Publishes Q4 2000 and Annual Results
ULTRADATA SYSTEMS: BDO Seidman Resigns As Independent Accountant
VENCOR INC.: Louise Davis Moves To File Late Proof Of Claim

W.R. GRACE: Paying Prepetition Foreign Vendor Claims
WASHINGTON GROUP: Moody's Slashes Debt Ratings To Lower C Levels
WINSTAR: Court Okays Continued Use of Cash Management System
WKI HOLDING: Moody's Puts Ca Rating on Senior Subordinated Notes
WORLD ACCESS: NACT Subsidiary Excluded From Bankruptcy

                            *********

360NETWORKS: Moody's Reviews Ratings For Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service put all ratings of 360networks Inc. on
review for possible downgrade. These are:

360networks, Inc.'s

   * Senior implied rating - B1

   * Issuer rating - B3

   * US$175 million, 12.5% Eurobonds Due 2005, rated B3

   * US$500 million, 12% Global Senior Notes, due 2009, rated B3

   * US$600 million, 13% Global Senior Notes, due 2008, rated B3

   * EUR200 million, 13% Global Senior Notes, due 2008, rated B3;

360networks Holdings USA Inc.'s

   * US$1.2 billion Senior Secured Credit Facility, rated B1.

Approximately $1.5 billion of debt securities are affected.

360networks' financial performance and revised guidance has
reportedly fallen short of Moody's previous expectations. The
rating agency expressed its concern that the company may face
constraints in its ability to cover potential funding
requirements given the covenant structure of its existing credit
facility and current investor sentiment.

Accordingly, Moody's review will focus on the company's ability
to meet its recently revised financial guidance and assess the
likelihood of success in securing the funding necessary to
execute its business plan in 2001 and thereafter. Moody's
believes that the public debt and equity markets do not provide
an assured source of funding, given current market conditions.

360networks is developing a global broadband network, which is
headquartered in Vancouver, British Columbia.


ADVANCED PLANT: Posts $4.8 Million Net Loss For Year 2000
---------------------------------------------------------
Advanced Plant Pharmaceuticals Inc. on net sales of $ 13,250 for
the year 2000 experienced a net loss of $(4,778,734), as
compared to net sales in the year 1999 of $ 7,695 and a net loss
of $ (855,770).

Advanced Plant Pharmaceuticals has continued to focus on the
research and development of plant based dietary supplements.
During July 1999, the Company acquired exclusive rights and
interests to a thirteen step process which utilizes virtually
the whole of the nutrients found in plants to manufacture all
natural herbal dietary supplements. The purchase price for the
process was 12,000.000 shares of Common Stock. None of these
shares were isssued during the year 2000. The Company intends to
use this process to manufacture products that it hopes to
distribute worldwide through various sales distribution
contracts.

Since its inception, the Company has had significant operating
losses and working capital deficits. The Company's continued
existence has been dependant on cash proceeds received from the
sale of its common stock and the willingness of vendors to
accept stock in lieu of cash payments for their services.
Employees have also accepted deferrals of wage payments.

However, to date, sales have not materialized and the Company
has run out of capital. As of the beginning of August 2000 it
did not have any cash on hand or accounts receivable.

The New Jersey auditing firm of Michael C. Finkelstein & Co.,
CPA, in its April 17, 2001, Auditors Report issued a "going
concern" statement regarding the Company's prospects.


AMERICAN APPLIANCE: Files Chapter 11 Petition in New Jersey
-----------------------------------------------------------
American Appliance, a major retailer of appliances and
electronic home products announced that it and four affiliated
companies filed for protection under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of New Jersey (Camden).

The company, which has been in business for 33 years, and has
locations in New Jersey, Delaware, and Pennsylvania, is pursuing
its goal of maximizing recovery for creditors through an orderly
liquidation of its assets.

All inquiries relating to American Appliance should be directed
to the following dedicated telephone numbers: 856/910-5060 and
215/665-5500.


ARMSTRONG: GE Modular Presses For Decision On Trailer Lease
-----------------------------------------------------------
Prior to the Petition Date, Armstrong Holdings, Inc. entered a
Lease Agreement with GE Modular, leasing one Lunch Trailer
bearing serial no. 1256GC955654 from GE Modular for a minimum
period of 12 months. By the terms of the lease, the Debtor
agreed to make monthly payments to GE Modular, each in the
amount of $395.00. Since the Petition Date, the Debtor has
failed to assume or reject the lease and has failed to indicate
its intentions to either assume or reject the Lease. GE Modular
believes that the Debtor is using the trailer subject of the
Lease in the operation of its business.

Kevin J. Mangan, at Walsh Monzack and Monaco, P.A., in Delaware,
beseeched Judge Farnan to grant GE Capital Modular Space's
motion seeking to compel the Debtor Armstrong to assume or
reject a trailer Lease Agreement. Additionally, GE Modular
demands payment for all past due, and future postpetition
payments until the lease is assumed or rejected. GE Modular
urges Judge Farnan 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 other time as the Court deems proper. In
addition, GE Modular seeks relief from the automatic stay to
enforce its rights with respect to the trailer made the subject
of the lease, to the extent the Debtor chooses to reject the
lease. (Armstrong Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BANCA QUADRUM: Posts MXP 28.9 Million Net Loss In Q1 2001
---------------------------------------------------------
Banca Quadrum, S.A. (Nasdaq: QDRMY) announced results for the
first quarter ending March 31, 2001.

During the first quarter of 2001, Banca Quadrum reported a net
loss of MXP 28.9 million, equivalent to MXP 4.27 per basic
American Depository Receipt Equivalent (ADS), as of March 31,
2001.

The company's financial statements have not yet been audited.
Management is currently in discussions with its external
auditors with respect to certain matters of accounting policy,
including the valuation of deferred taxes in light of the
Company's historical performance and the new joint venture with
Elektra.  The audited financial statements may therefore reflect
substantial differences.

                            Summary

The non performing assets resulting from credit that was
extended prior to the 1995 banking crisis (NPA) continue to
represent a major burden for the bank, both because their
recovery has been slower and more expensive than expected and
because the interest rate at which they are financed (currently
approximately 15.7% and approximately of 18% during the quarter)
is much higher than it had expected in the context of sharply
declining rates of inflation (inflation for the last twelve
months has been 7.17% and the target for 2001 is 6.5%).

It is estimated that the monthly cost of financing the
liabilities that would be eliminated upon the realization of
these assets (including deferred taxes) exceeded MXP 13.5
million per month.

Management is exploring possible means of significantly reducing
this cost.  It should be understood that the loans that have
generated the NPA were granted in the context of a different
business model, by a company that, unable to take deposits from
the public, had a cost of funds approximately 500 basis points
higher than the bank enjoys today, and a company that that did
not experience what is today a more positive "payment culture"
and a somewhat more efficient and less politicized court system.
The bank has experienced only one material uncured loan default
with respect to its post 1994 lending (Altos Hornos de Mexico
for USD 1 million of which approximately 70% may be
recoverable*).

Management therefore believes that the bank would be profitable
on a pre tax pro forma basis if it did not bear the costs
associated with the NPA.

The joint venture with Elektra is now active in 28 stores in 3
cities, it is projected to be active in 245 stores in 16 cities
by mid August, 2001. Elektra expects to market 10,000 mortgages
during the twelve months ending March 31st, 2002.

Fixed income trading volume recovered sharply in February and
March after a slow January.

The company's suite of remote access banking products is now
operational with a group of test customers.  This product is
expected to be released to the customers in general sometime in
May.  Additionally the banks fixed income trading operation has
been expanded to include foreign exchange trading.  This product
was launched during the first week of April and contributed
approximately MXP 0.5 million during the month.

The company expects trading operations to contribute
substantially to the Bank's return to profitability.  The Bank's
current risk management policies limit one day value at risk
(VAR) to MXP 1.5 million and  "stop loss" to MXP 5.0 million for
fixed income trading and limit foreign currency imbalance to no
more than 3 million dollars.  There can be no assurance that
these self-imposed limitations will in fact work or that over a
period of time the new trading operations will not generate
significant losses within these limitations, particularly as
they may be increased over time.


BURST.COM: Receives Notice of Delisting From Nasdaq
---------------------------------------------------
Burst.com, Inc. (Nasdaq: BRST) developer of Faster-Than-Real-
Timer media delivery technology, headquartered here, said it
received notification from NASDAQ on April 20 that its common
stock is subject to delisting from the Nasdaq Small Cap Market
for failure to comply with marketplace Rule 4310c (2B) requiring
maintenance of a minimum net worth/net income.

Burst.Com has requested and been granted a hearing on May 11,
2001 before the Nasdaq Listings Qualification panel to review
the Nasdaq's decision. There can be no assurance the Panel will
grant the company's request for continued listing.

                      About Burst.Com

Burst.Com, headquartered in San Francisco, is the developer of
Faster-Than-Real-Time(R) and Burst-Enabled? video and audio
delivery software. Burst.com's Burstware(R) provides high-
quality delivery of full-motion video and CD-quality audio over
IP-based networks. The company has built an international patent
portfolio covering bursting, video delivery scheduling and rapid
casting. Burstware(R) and Faster-Than-Real-Time(R) are
registered trademarks of Burst.com, and Burst-Enabled(R) is a
trademark of Burst.com. More information about Burst.com is
available at http://www.burst.com


CATHEDRAL LTD.: S&P Cuts Rating On Class B Notes To BB From BBB
---------------------------------------------------------------
Standard & Poor's lowered its rating on the class B floating-
rate notes issued by Cathedral Ltd. and removed the rating from
CreditWatch with negative implications, where it had been placed
on July 5, 2000. Standard & Poor's also placed its rating on the
class A notes on CreditWatch with negative implications and
affirmed its rating on the class C notes (see list below).

The rating actions on the notes follow the increase in the
expected default rate at the triple-'B' level caused by the
replacement of National Power PLC by International Power PLC
(BB/Stable/--) as reference entity in the portfolio, which in
turn is a result of the demerger of National Power and the
overall deterioration of the credit quality of the pool.

Any material further migration in the credit quality of the
portfolio would likely result in additional rating actions being
taken for all classes.

The reference pool is a $466.3 million static pool comprising 52
bonds issued by corporates and financial institutions. Original
credit enhancement levels in the pool have been reduced by the
default of Laidlaw Inc. in May 2000, following which the class B
notes were placed on CreditWatch with negative implications and
the class C notes were downgraded to single-'B' from double-'B'.

Under the terms of the credit default swap, the face amount of
the notes will be reduced as a result of cumulative losses in
the reference pool in excess of the first loss protection
amount. Cathedral's ratings continue to reflect the credit
quality of the reference credits, the level of credit
enhancement provided by subordination and Dresdner Bank AG's
ability to meet its payment obligations as counterparty under
the credit default swap, Standard & Poor's said.

Rating Lowered & Removed From Credit Watch

Cathedral Ltd.
$16.5 Million Floating-Rate Notes Due May 2004

                       To               From
      Class B          BB+              BBB/Watch Neg


Rating Placed On Credit Watch With Negative Implications

Cathedral Ltd.
Eur404 Million Floating-Rate Notes Due May 2004

                       To               From
      Class A          AAA/Watch Neg    AAA


Outstanding Rating Affirmed

Cathedral Ltd.
$8.5 Million Floating-Rate Notes Due May 2004

      Class C          B


DECORA INDUSTRIES: Director Moves for Appointment of an Examiner
----------------------------------------------------------------
Judge Farnan is being asked to appoint an Examiner "to
investigate the mismanagement of the Companies by certain
members of the Board and management, misuse by these people of
their official powers and conflicts of interest" pursuant to 11
U.S.C. Sec. 1104. The allegations and request for an Examiner
comes from a Director for Decora Industries, Inc.

Nathan Hevrony has served on the Board of Directors for Decora
Industries, Inc., for over a decade. For approximately 10 years,
he served as Chairman and CEO. He also served as a director and
officer of Decora's wholly-owned subsidiary, Decora,
Incorporated. Additionally, he is a creditor of both entities'
estates.

Because Mr. Hevrony's Application and an Affidavit filed in
support of the Application contain "information concerning the
affairs of the Companies, some of which is known only to the
Board, and has not been made public," Shalom Jacob, Esq., at
Swidler Berlin Shereff Friedman, LLP, has filed the pleadings
and papers making the request under seal with the Bankruptcy
Court in Wilmington.


DELTA FINANCIAL: First Quarter Net Loss Amounts To $33.8 Million
----------------------------------------------------------------
Delta Financial Corporation (NYSE: DFC) announced results for
the first quarter ended March 31, 2001.

As expected, the Company reported a net loss of $33.8 million,
or $2.12 per share (basic and diluted), for the quarter ended
March 31, 2001, compared to net income of $1.8 million, or $0.11
per share (basic and diluted), for the quarter ended March 31,
2000. The loss for the quarter primarily resulted from non-
recurring charges principally associated with (1) the Company's
write down of residual certificates sold under a previously-
announced forward purchase agreement expected to close in the
second quarter of 2001, for a cash purchase price below the
Company's carrying value of such residual certificates, (2)
costs associated with closing two retail branches, and (3)
recognition of severance costs associated with the sale of the
Company's servicing platform.

The net charge for non-recurring items for the first quarter of
2001 totaled $26.7 million on an after tax basis, or $1.67 per
share.

The non-recurring charge primarily reflects an after tax $25.4
million non-cash charge relating to Company's forward purchase
agreement for the sale of five residual certificates to be
settled in the second quarter of 2001. The forward purchase
agreement will provide additional working capital for the
Company. As previously announced, the charge reflects that these
residuals certificates are being sold for a significant discount
to the Company's carrying value for such certificates.

"As anticipated, the results for the first quarter of 2001
primarily reflect the charges incurred with respect to our
overall corporate restructuring plan announced in March 2001. In
addition, we expect to incur a significant net loss for the
second quarter of 2001 (and commensurate reduction in our net
worth), as we look to finalize our corporate restructuring
including the sale of our servicing portfolio and the
extinguishment of our long term debt," said Hugh Miller,
President and Chief Executive Officer.

After the close of trading Thursday, the New York Stock Exchange
announced that it decided to suspend, and ultimately delist,
Delta Financial's Common Stock prior to the opening on Friday,
May 4, 2001.

The Exchange stated that it took this action because Delta was
unable to meet the NYSE's continued listing standards of
maintaining a minimum of $15 million in market capitalization
and a minimum share price of $1 over a 30-day trading period. By
Friday, May 4, 2001, the Company expects that its Common Stock
will trade on the OTC Bulletin Board. In accordance with
standard procedures, the Company will receive its new ticker
symbol just before it begins trading on the OTCBB.

The weighted average fully-diluted number of common shares
outstanding was 15.9 million for the three months ended March
31, 2001 and March 31, 2000.

During the first quarter of 2001, the Company sold $144.3
million  of mortgage loans on a servicing-released basis for an
aggregate cash premium of 4.0%. The Company did not securitize
in the first quarter of 2001. However, subject to market
conditions, the Company expects to securitize in the second
quarter of 2001.

Loan originations for the first quarter of 2001 were $171
million compared to $185 million reported in the fourth quarter
of 2000 and  $287 million reported in the first quarter of 2000.
The decrease in origination volume was not unexpected, as
management has spent much of its efforts on the aforementioned
corporate restructuring. For the first quarter of 2001, broker
and retail originations represented 62% and 38% of total
production, compared to 68% and 32%, in the fourth quarter of
2000. For the first quarter of 2000, broker and retail
originations and correspondent purchases represented 60%, 25%
and 15% of total production, respectively. The Company closed
its correspondent division in second quarter of 2000.

The Company's loan servicing portfolio decreased to $3.1 billion
at March 31, 2001 from $3.3 billion at December 31, 2000. The
decrease in the servicing portfolio is primarily the result of
the Company selling whole loans on a servicing released basis in
the first quarter of 2001.

Loans delinquent 30 to 59 days decreased to 7.1% or $217.0
million of the loan servicing portfolio at March 31, 2001
compared to 7.2% or $238.0 million at December 31, 2000. Loans
delinquent 60 days or more increased to 5.5% or $168.1 million
of the loan servicing portfolio at March 31, 2001 compared to
5.4% or $180.5 million at December 31, 2000. All delinquency
statistics are reported on a contractual basis. Loans in
foreclosure increased to 6.7% or $204.0 million of the loan
servicing portfolio at March 31, 2001 compared to 6.2% or $206.3
million at December 31, 2000. Annualized charge-offs as a
percentage of the average servicing portfolio increased to 1.25%
or $9.9 million for the three months ended March 31, 2001
compared to an annualized 1.19% or $10.2 million for the three
months ended December 31, 2000.

On a dollar basis, delinquency and losses declined on a
comparable basis. However, because the servicing portfolio is
decreasing, some of the percentages increased despite overall
lower delinquency and loss amounts.  "I am pleased to announce
that we are right on schedule to complete the previously-
announced transfer of Delta's servicing portfolio to Ocwen by
the beginning of May 2001, said Mr. Miller. We have already
transferred four securitization pools to Ocwen's servicing
platform on April 16, 2001, and experienced a smooth transition.
With the disposition of our servicing operations, we eliminate
the cash flow drain associated with making monthly delinquency
and servicing related advances. At the same time, we expect this
transfer of servicing to improve profitability as we will no
longer bear the high costs of servicing a seasoned portfolio,
nor will we incur the additional capital charges associated with
making advances. As such, we remain cautiously optimistic that
we can return to profitability sometime in the second half of
2001."

Founded in 1982, Delta Financial Corporation is a Woodbury,
NY-based specialty consumer finance company engaged in
originating, securitizing and selling (and until the second
quarter of 2001, servicing) non-conforming home equity loans.
Delta's loans are primarily secured by first mortgages on one-
to four-family residential properties. The Company originates
home equity loans primarily in 20 states. Loans are originated
through a network of approximately 1,500 brokers and the
Company's retail offices. Prior to July 2000, loans were also
purchased through a network of approximately 120 correspondents.
Since 1991, Delta Financial has sold approximately $6.5 billion
of its mortgages through 28 AAA rated securitizations. At March
31, 2001, the Company's servicing portfolio was approximately
$3.1 billion.


ECONNECT: Continuing Cash Burn May Trigger Shut Down
----------------------------------------------------
The business of eConnect is to drive (process) PERFECT global
transactions with specific emphasis on ATM card with PIN instant
cash transactions. There are two aspects to the industry of self
serviced home or mobile swiped ATM card with PIN entry or credit
card transactions which the Company has named PERFECT (personal
encrypted remote financial electronic card transactions).

The first aspect is the development of the home "Bank Eyes Only"
transactions system whereby a consumer can use a remote terminal
from a home environment or mobile environment, (the eCashPad),
to read a credit card or ATM card with PIN or a smart card which
is then sent to a host processor for card authorization. "Bank
Eyes Only" transactions refers to a direct Internet connection
between the consumer's terminal and the Company's bank card
authorization system. The web merchant does not store nor has
ready access to the consumer's card data. These "Bank Eyes Only"
terminals are remote from the merchant (protecting the
consumer's data) and are wireless or landline or computer
enabled. This, according to eConnect. should result in greater
consumer confidence in performing such financial transactions.

This system will also enable the consumer or business person to
effect instant cash payments to the recipient. A transaction
using the terminal device with an ATM card with PIN is
considered a cash payment. Internet "Bank Eyes Only" ATM card
with PIN payments could substantially affect global commerce,
completely changing the way people around the world do business.

The second aspect of a PERFECT transaction is the public usage
of the Company's proprietary hardware placed in public locations
for self serviced bill payments by ATM card with PIN entry.
Today, bankcard authorized transactions, that are terminal
driven, are initiated by consumers, "face to face" with
merchants. eConnect's "Bank Eyes Only" transaction enables the
consumer to perform the transaction safely from a remote
location. These PERFECT transactions are originated by the
consumer. The transaction is encrypted before being sent. The
merchant does not originate the transaction by swiping the bank
card; the consumer swipes the bank card with no merchant
present. The consumer is "remote" from the merchant.

Applications of the PERFECT industry focus specific attention of
the usage of ATM card with PIN entry to effect "just in time"
bill, tax, mortgage, or premium payments from home, to "reserve
your seat" for entertainment purposes. eConnect has developed a
proprietary hardware device, the eCashPad to conduct such
transactions.

The Company's goal is to develop network global host processing
centers. These centers will drive and be compatible with all
types of hardware made by many different competitors.

The current funds available to the Company, and any revenue
generated by operations, will not be adequate for it to be
competitive in the areas in which it intends to operate, and may
not be adequate for eConnect to survive. Therefore, the Company
will need to raise additional funds in order to fully implement
its business plan. The Company's continued operations therefore
will depend upon its ability to raise additional funds through
bank borrowings, equity or debt financing. There is no assurance
that it will be able to obtain additional funding when needed,
or that such funding, if available, can be obtained on terms
acceptable to the Company. If eConnect cannot obtain needed
funds, it may be forced to curtail or cease its activities. If
additional shares were issued to obtain financing, current
shareholders may suffer a dilution on their percentage of stock
ownership in the Company.

eConnect experienced a net loss of $(114,661,887) for the year
2000 as compared to its net loss of $(23,315,178) for the 1999
year.

Its auditing firm, Ortega & Asociados of Santa Doming, Dominican
Republic stated, in its March 16, 2001, Auditors Report:
"[T]he company has suffered losses from operations fundamentally
originated in connection with its operations development process
also current liabilities exceeds current assets having a
negative working capital of US$581,019, and has a net
stockholders' deficiency, all of which raise substantial doubt
about its ability to continue as a going concern."


ELITE TECHNOLOGIES: Recurring Losses Raise Going Concern Doubts
---------------------------------------------------------------
Elite Technologies, Inc. is a full service technology company
offering information technology ("IT") services to small, medium
and large enterprises. IT services involve the facilitation of
the flow of information within a company or between a company
and external sources. These services typically involve computer
hardware, software and "integration" efforts to allow diverse
systems to communicate with one another.

Elite was founded as a Georgia corporation in 1996 under the
name Intuitive Technology Consultants, Inc. ("ITC"). In July,
1998, ITC Acquisition Group, LLP, consisting of management of
ITC, acquired a majority interest, through a reverse merger, in
CONCAP, Inc. On April 22, 1999, the Company changed its name to
Elite Technologies, Inc. The Company's charter was revoked on
February 11, 2000 for the failure to file franchise tax returns
in the State of Texas, however, the Company says it is presently
seeking to reinstate its charter.

Revenues from operations for the third quarter ended February
28, 2001 increased by $3,184,471 from $115,013 to $3,299,484 for
the same period, 2000. Revenues for the nine months ended
February 28, 2001, increased by $9,855,870 from $778,010 to
$10,633,880 to the same period, 2000. The increase in revenues
is related to (i) the internal restructuring of the business and
(ii) the acquisition of subsidiary companies.

However, increases in costs and expenses left the company with
net loss increases of $2,795,961 from $84,409 to $2,880,370 for
the nine-month period ended February 28, 2001.

The Company's auditing firm, Kirschner & Associates, LLP, of
Marietta, Georgia, in their Auditors Report of April 25, 2001
included the following statement: "the Company has suffered
recurring losses from operations that raise substantial doubt
about its ability to continue as a going concern."


FARMERS COOPERATIVE: Intends To Auction Assets In June & July
-------------------------------------------------------------
The bankrupt Farmers Cooperative Association, the largest
farmers' co-op in Kansas, sought court approval to sell its
assets in a series of court-supervised auctions in June and
July, according TheDeal.com. The co-op plans to auction its
assets, such as grain elevators, convenience stores, and land
and grain inventory on June 7, and its remaining equipment in
three separate auctions in July. The 48-year-old co-op listed
$425.3 million in assets and $419.7 million in liabilities when
it filed for chapter 11 last September. (ABI World, April 27,
2001)


FRONTIER INSURANCE: Reports Fourth Quarter and FY 2000 Losses
-------------------------------------------------------------
Frontier Insurance Group, Inc. (Frontier) (OTCBB-FTERE)
announced a net loss for the fourth quarter of 2000 of $150.7
million, equal to a net loss per share (diluted) of $3.61. For
the full year ended December 31, 2000 the Company recorded a net
loss of $297.2 million, equal to a net loss per share diluted of
$8.18. For comparability, in the fourth quarter of 1999 the
Company had a net loss of $90.2 million, equal to a net loss per
share (diluted) of $2.63 and for the full year ended December
31, 1999 had a net loss of $233.3 million, equal to a net
loss per share (diluted) of $6.65.

The results for 2000 reflect increased ultimate loss and LAE
ratios utilized as a result of an actuarial study completed
during the third quarter of 1999. In addition to maintaining
these higher ratios, continued deterioration in business written
primarily in years 1999 and prior resulted in reserve charges of
approximately $157 million during 2000.

Of the $157 million of adverse development loss and LAE charges,
recorded during 2000, approximately $95.8 million is recoverable
under the National Indemnity retroactive reinsurance treaty, of
which $12.5 million is an offset of amortization of deferred
gain on the retroactive reinsurance treaty. The remaining $83.3
million of expected recoveries under the treaty must be deferred
and recognized as a reduction to losses and LAE incurred in
future periods as the underlying claims are settled.

Frontier's gross and net premiums written decreased by 76.2% and
64.5%, respectively, and 53.8% and 45.3%, respectively, in the
2000 fourth quarter and twelve month periods over the comparable
1999 periods. The decline was primarily attributable to the sale
of certain subsidiaries and renewal rights during 2000 and the
termination of several programs. In addition, rating agency
downgrades impaired the Company's ability to write new and
renewal policies in certain segments. Net premiums earned
declined 32.0% and 13.4%, respectively, from the 1999 fourth
quarter and twelve-month periods.

Net investment income for the fourth quarter of 2000 declined
77.1% from the comparable period in 1999, and declined by 41%
for the 2000 twelve-month period from 1999. The decrease was
primarily due to the liquidation of assets in conjunction with
the purchase of the retroactive reinsurance treaty from National
Indemnity. The net realized capital losses were $.9 million in
the fourth quarter of 2000 and $11.6 million for the twelve-
month period, primarily the result of the liquidation of
portfolio securities in 2000 in connection with the purchase of
the aggregate stop loss reinsurance treaty.

The GAAP combined ratio for the fourth quarter of 2000 was
252.4% compared to 170.8% for the 1999 fourth quarter. The
increase in the quarterly operating expense ratio was due
primarily to the decline in net earned premiums resulting from
the significant decrease in net premiums written and increased
expenses resulting from impairment charges relating to the home
office building and certain other fixed assets and increases for
allowances for doubtful reinsurance recoverables, premiums and
other receivables due the Company. The GAAP combined ratio for
the year 2000 was 164% compared to 141.4% for the 1999 year. The
increase in the annual operating expense ratio was also due
primarily to the decline in net earned premiums resulting from
the significant decrease in net premiums written and increased
expenses as a result of the Company's corrective action plan
which resulted in significant restructuring related charges. The
2000 results were also negatively impacted by impairment charges
related to the Company's home office, certain other fixed assets
and intangible assets. Also, the 2000 results were negatively
impacted by increased allowances for doubtful reinsurance
recoverables and premiums and other receivables due the Company.

As a result of the foregoing, at December 31, 2000, the Company
reported a total deficit in equity of approximately $156.3
million, compared to equity of $78.6 million at December 31,
1999. As of December 31, 2000 and 1999, book value per share was
$(3.72) and $2.32, respectively.


FRUIT OF THE LOOM: Settles Schopf & Weiss' Retaining Lien
---------------------------------------------------------
Schopf & Weiss is a law firm based in Chicago, Illinois. It
provided prepetition legal counsel, regarding environmental
matters and pending litigation, to Fruit of the Loom, Ltd. and
NWI Land Management. Fruit of the Loom owes Schopf & Weiss
prepetition fees and costs aggregating $413,285.31.

Under applicable Illinois law, Schopf & Weiss asserted an
attorneys' retaining lien against documents in its possession
that belong to Fruit of the Loom. The documents relate to all
client records, correspondence, pleadings, filings, research,
depositions, interview notes and other work-product documents,
both written and stored on electronic media.

Schopf & Weiss and Fruit of the Loom have determined that the
documents are necessary for continued prosecution or defense of
the prepetition actions. Therefore, the parties have reached a
good faith settlement. Fruit of the Loom shall pay $220,000.00
to Schopf & Weiss on account of the prepetition claim in full
settlement and discharge of any retaining lien. Within five
business days of receipt of the payment, Schopf & Weiss will
arrange for delivery of the documents at Fruit of the Loom's
expense, to a location as directed by either Fruit of the Loom
or its designated counsel. Schopf & Weiss will have an approved
unsecured prepetition claim against NWI of $193,285.31, or the
difference between the cash payment and the claim. Fruit of the
Loom will not dispute this claim. Schopf & Weiss and Fruit of
the Loom waive, release and discharge all claims or liens,
including the retaining lien, they have against one another.

Ms. Stickles and Paula E. Litt Esq., of Schopf & Weiss signed
the agreement on March 21, 2001. (Fruit of the Loom Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


HARRIS CORP.: Moody's Downgrades Senior Debt Rating To Baa2
-----------------------------------------------------------
Moody's Investors Service lowered the long-term senior unsecured
rating for Florida-based Harris Corporation from Baa1 to Baa2.
It also cut the company's senior unsecured debt shelf
registration from (P) Baa1 to (P) Baa2. It is said that
approximately $383 million of long-term debt securities are
affected.

Moody's related that the downgrade reflects increased leverage
as measured by cash flow to debt and is attributed to weak cash
flow generation in its microwave communication and network
support divisions. Moody's believes that the company will face
ongoing challenges to consistently execute positive financial
performance from its diverse business portfolio, particularly in
the emerging point-to-multipoint (PMP)product line of the
microwave communications business.

Harris Corporation is a global provider of communications
equipment to the government and commercial sectors.


ICG COMM.: Court Gives Go Ahead For Retention/Severance Programs
----------------------------------------------------------------
Judge Walsh granted ICG Communications, Inc.'s Motion re
retention and severance programs. However, the Motion is
withdrawn as to Mr. Bill Beans, Mr. Harry Herbst, Ms. Carla
Wolin, and Ms. Cindy Schonhaut, so that the Order does not
constitute approval of the retention and severance policy as to
these persons, and the status of any claims by such persons is
unaffected. Further, Judge Walsh ordered that implementation of
approval of the payment to be made in July 2001 under the
retention program for the twenty employees that will receive
the largest amount of "pay-to-stay" bonuses under the retention
program, other than Mr. Michael Kallet, is continued for sixty
days during which time the Debtors and the Creditors' Committee
will negotiate in good faith to agree upon a restructuring of
such payment; provided that in the event no agreement is
reached, the payment will be automatically approved and
authorized as requested in the Motion without further Order of
the Court. (ICG Communications Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER GROUP: New Trading Symbol Is KGHI
----------------------------------------
Kaiser Group Holdings, Inc. (OTC Bulletin Board: KSRGQ), the
successor issuer to Kaiser Group International, Inc., started
trading Friday, April 27, 2001, its new common stock under the
symbol "KGHI" and the new preferred stock under the symbol
"KGHIP". Stock quotations can be accessed via
http://www.pinksheets.com. The Company's old common stock with
the symbol "KSRGQ" effectively became delisted as of the close
of business April 26, 2001. The Company is applying for listing
of these new securities on the National Association of
Securities Dealers' OTC Bulletin Board Service and will issue a
future announcement once such registration process is complete.
The new symbols resulted from the Company's obligation to
distribute new securities pursuant to the terms of the Second
Amended Plan of Reorganization of Kaiser Group International,
Inc. under Chapter 11 of the United States Bankruptcy Code. (New
Generation Research, April 27, 2001)


LERNOUT & HAUSPIE: Co-Founders Face Fraud Charges
-------------------------------------------------
Investigators said that they have charged the co-founders of
Belgian speech recognition software maker Lernout & Hauspie
Speech Products (L&H) with fraud, according to the Associated
Press. Jo Lernout and Pol Hauspie were questioned Thursday by a
judge investigating the fraud accusations and then charged with
falsification and stock manipulation. The judge ordered them to
be held pending a court appearance Monday. The same charges were
filed against fellow former board member Nico Willaert.

In a related event, the new management of L&H has asked
investment bank Credit Suisse First Boston to explore a sale of
most of its assets to repay is debt, according to The Wall
Street Journal. L&H also announced on Wednesday that its wholly-
owned Korean subsidiary filed for bankruptcy in Seoul, South
Korea, making it the third place in the last six months that L&H
has sought bankruptcy protection. The company has also filed a
criminal complaint against the former president of its Korean
subsidiary, John Seo, as well as against a number of other
former employees and current and former officials of four Korean
banks. (ABI World, April 27, 2001)


MALIBU ENTERTAINMENT: Lender Agrees To Amend Credit Facility
------------------------------------------------------------
Malibu Entertainment Worldwide, Inc. (OTC Bulletin Board: MBEW)
and its primary lender agreed to an amendment of the Company's
credit agreement.

The credit agreement, under which $15.5 million of secured debt
is outstanding, has been amended to extend the mandatory date
for payment of $6.5 million from April 30, 2001 to May 31, 2001.

The Company is continuing its strategic plan to divest certain
assets, which may include sale-leaseback arrangements and other
property management arrangements, in an effort to generate cash
to fund its working capital, debt service and capital
expenditure requirements and to repay indebtedness. There can be
no assurance that the Company will be able to complete such
divestitures, or, if so, as to the timing, terms or effects
thereof.

As previously announced, if the Company is unsuccessful in
selling these assets, in securing certain sale-leaseback
arrangements, in obtaining other financing or in modifying the
terms of its existing indebtedness or if the proceeds of such
sales are significantly less than their estimated value, the
Company may be required to sell other assets, significantly
alter its operations or take other extraordinary steps to
preserve cash and satisfy its obligations. If the Company is
unable to take such actions or they are not sufficient to permit
the Company to pay the lender, the Company may seek or be forced
to seek to restructure or reorganize its liabilities, including
through proceedings under the federal bankruptcy laws.

Headquartered in Dallas, Texas, Malibu Entertainment Worldwide,
Inc. is a leader in the location-based entertainment industry,
operating 17 parks in 7 states under the SpeedZone, Malibu Grand
Prix and Mountasia brands, primarily clustered in Texas,
California, Georgia and Florida.


MANHATTAN INVESTMENT: Trustee Sues Bear Stearns for $1.9 Billion
----------------------------------------------------------------
A week after a federal judge cleared Bear Stearns Cos. of
liability in the collapse of the Manhattan Investment Fund, the
fund's chapter 11 trustee, Helen Gredd, is suing the securities
firm for $1.9 billion in damages, according to Dow Jones. The
suit, which was filed earlier last week in bankruptcy court,
includes many of the same allegations made by investors who
unsuccessfully sued the firm to recoup more than $400 million in
losses.

Gredd contended that fund manager Michael Berger's January
confession to investors that he had misrepresented returns "came
as no surprise" to Bear Stearns, the fund's clearing broker.
Gredd further contended that Bear Stearns allowed the fraud to
continue while it profited, only reporting Berger's misdeeds to
the Securities and Exchange Commission when the firm's own money
was at risk. According to the suit, Bear Stearns senior managing
director Fredrik Schilling acknowledged that Berger might have
been operating a fraud, but regarded the fund as a "client from
heaven." In 1999, Manhattan Investment Fund made more than $177
million in margin payments to Bear Stearns, and Bear Stearns in
turn financed more than $2.2 billion in short sales for the
fund, the trustee said. (ABI World, April 27, 2001)


MARCHFIRST: Converts Chapter 11 Case To Chapter 7 Liquidation
-------------------------------------------------------------
Bankrupt Internet consultant MarchFirst said it is ready to
liquidate its assets just weeks after it filed for chapter 11
protection, according to CNET News.com. A judge for the U.S.
Bankruptcy Court in Delaware granted a motion Thursday that
allows MarchFirst to convert to a chapter 7 filing and said that
a trustee would be appointed within the next two weeks. The
Chicago-based company, which has already sold certain parts of
its business, now has 30 days to shut down. The company will
turn its attention to creditors once the trustee has helped
MarchFirst liquidate all of its assets. According to
MarchFirst's bankruptcy filing, Microsoft and Credit Suisse
First Boston hold the largest unsecured claims with the company.
(ABI World, April 27, 2001)


MARINER: Moves For Jones Day To File Time Records Under Seal
------------------------------------------------------------
As Mariner Post-Acute Network, Inc.'s Special Litigation, Jones
Day has been investigating potential causes of action against
numerous parties.

In order to receive compensation for its representation of MPAN,
Jones Day must file periodic applications setting forth the time
and expenses that attorneys incurred in investigating MPAN's
potential claims, the amounts that Jones Day requests to be
paid, as well as "the services rendered" in the course of the
representation.

Thus, the details supporting Jones Day's monthly applications
would potentially disclose confidential, attorney-client
privileged, and work-product protected information to potential
adversaries of MPAN. One might discern from these materials
information such as MPAN's and Jones Day's priorities for
investigation, claims, fact development, lists of potential
witness names and their locations, the existence, identities and
perhaps even the activities of potential consulting or
testifying experts and potential legal questions being
considered and addressed. MPAN is concerned that such
information, if accessed by a target of MPAN's investigation,
would give the target substantial and unfair insight into
the thought and processes, investigative strategy, and
priorities of MPAN's attorneys, to the detriment of the Debtors
and their constituencies. It would allow a potential adversary
to gain access to crucial information that it otherwise could
never discover, or prematurely disclose helpful information
earlier than an adversary would otherwise receive under
applicable rules of civil discovery, MPAN observed.

In view of this, the Debtors requested that the Court authorize
that all future time records submitted by Jones Day in support
of monthly fee applications pertaining to the ongoing
investigation of potential claims be deemed confidential and be
filed with the Court under seal for "in camera" review, while
the fee applications will be submitted by public filing. The
Debtors also proposed that the Court require any party seeking
review of the time records submitted by Jones Day submit a
written request to the Debtors' local counsel Richards Layton
and that MPAN have 10 business days to respond to any such
request. If MPAN determines not to supply the requested time
records, the requesting party can then file an appropriate
pleading with the Court.

The Debtors submitted that this will not impede the Court's
review because the Court will receive (under seal) complete,
detailed billing records for purposes of assessing Jones Day's
monthly fee requests.

The PNC Bank, National Association and First National Bank, for
themselves and as agents for the Mariner Health Group, Inc.
(MHG) pre-petition and DIP Lenders at one time objected to the
motion but subsequently withdrew their objection.

The objection was made on the basis that the MHG Lenders are the
real parties in interest to any matters concerning the MHG
estate but "the MPAN Debtors have no economic interest in the
MHG Debtors' business or assets other than the substantial
management fee that they take from the MHG estate" and MHG
Debtors are completely dependent on the MPAN Debtors for their
senior management and board of directors all of whom are MPAN
employees. On this issue, the MHG Lenders saw a conflict of
interest in the allocation of fees and expenses between the
estates, and conflicts that arise from the MPAN Debtors' "desire
to protect the very substantial management fee - almost $2
million a month - that they are taking from the MHG estate and
[from] their position as an interested buyer of the MHG Debtors'
skilled nursing facilities."

Therefore, the Health Lenders told the Court they had a
compelling interest in reviewing the documents that the MPAN
Debtors propose to file under seal, not just about the
reasonableness of the professional fees but just as important,
for the MHG Lenders' interest in determining whether the actions
that the MPAN Debtors have instructed Jones Day to undertake
on their behalf and on behalf of the MHG estate are appropriate,
necessary and that the investigation has merit.

Moreover, the MHG Lenders represented that there is no risk in
disclosing Jones Day's time records to them because they are not
the targets of the work that Jones Day has been instructed to
undertake by the MPAN Debtors. In fact, the Health Lenders said,
the MPAN Debtors and Jones Day entered into a Common Interest
and Confidentiality Agreement with the MHG Lenders in December
2000 in which they expressly represent that the MPAN Debtors
and the MHG Lenders have a common legal interest in the subject
matter of the work performed by Jones Day.

In their objection which was later withdrawn, the MHG Lenders
proposed that the Court enter a protective order directing the
MPAN Debtors to produce copies of Jones Day's fee application
and time records to the MGH Lenders while otherwise permitting
the time records supporting the application to be filed under
seal. On April 5, the MHG Lenders withdrew their objection.
(Mariner Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OWENS CORNING: Inks Joint Indian Marketing Pact With TieTek
-----------------------------------------------------------
Owens Corning and TieTek, Inc., a wholly owned subsidiary of
North American Technologies Group, Inc. (Nasdaq: NATK), executed
a letter of intent to jointly market TieTek(TM) technology,
railroad crossties and other composite lumber products for the
Indian market. "We believe the TieTek(TM) composite technology
has significant potential for railroad ties and other markets in
India," said Peter Garforth, Vice President of Strategy and
Business Development for Owens Corning.

In addition, ISCO Track Sleepers, Ltd., a member of the Patil
Group of Industries in India and TieTek agreed to introduce the
TieTek(TM) crosstie in India.

TieTek manufactures the TieTek(TM) composite railroad crosstie
based on a patented, proprietary technology using recycled raw
materials. Its manufacturing facility in Houston, Texas is in
continuous production and thousands of ties have been shipped to
customers in the US and abroad.

ISCO, the largest manufacturer of concrete crossties in India
with over 35% of the market, will work with TieTek on an
exclusive basis to obtain government approval of the TieTek(TM)
crosstie in India and subsequently build a manufacturing plant
under license. "These agreements are an important step in our
long term strategy to build the international market for the
TieTek(TM) crosstie and other applications of our technology,"
said Henry W. Sullivan, the President and CEO of NATK. "We are
pleased to work with ISCO, an established supplier to the Indian
railroad system and Owens Corning, a recognized leader in
composites technology and a supplier of raw materials for
composite lumber products worldwide. We are confident that we
have the right partners for the Indian market." (Owens Corning
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC GAS: UnderWater Notifies Of Critical Need For Service
-------------------------------------------------------------
Lawyers representing BREL Associates XIX, L.P., d/b/a UnderWater
World, slipped a "Notice of Critical Need for Service" under
Judge Montali's Chambers' door. "UnderWater World Aquarium at
Pier 39, located at Embarcadero and Beach Street, San Francisco,
has a critical need for uninterrupted electric service.
UnderWater World is a life-support facility for over 15,000
marine animals. Pumps, filters, and other equipment must
continue in operation for the marine animals to survive," David
Silverman, Esq., at Reuben & Alter, LLP, told Judge Montali.
"Any interruption in power would be detrimental to these life-
support operations, and a prolonged power outage would destroy
the marine animals and endanger [a $40,000,000] in the
Aquarium."

UnderWater World said that it's putting Pacific Gas and Electric
Company on notice that a continuous supply of electrical power
must be maintained to the UnderWater World Aquarium at all times
and, should electrical power be interrupted for any reason,
you-know-who will be held responsible for the damage. (Pacific
Gas Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PLAINWELL INC.: Seeks To Extend Exclusive Period To June 19
-----------------------------------------------------------
Plainwell Inc. is asking the court for a second extension of the
time periods within which the company has the exclusive right to
both file a reorganization plan and solicit plan votes. A
hearing is scheduled for May 16 before the U.S. Bankruptcy Court
in Wilmington, Del. Objections are due May 7. If its request is
granted, the paper and tissue manufacturer will have until June
19 to file a plan and until Sept. 17 to obtain plan votes. (ABI
World, April 27, 2001)


POINTECOM INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: PointeCom, Inc.
              1325 Northmeadow Parkway
              Suite 110
              Roswell, GA 30076

Debtor affiliates filing separate chapter 11 petitions:
              International Interlink Communications, Inc.
              Telscape International, Inc.
              Telscape U.S.A., Inc.
              Pointe Communications Corp.
              Overlook Communications International, Inc.
              Pointe Local Exchange Company
              Rent-A-Line Telephone Company, LLC

Type of Business: The Debtors are integrated communication
                   providers that serve the Hispanic market in
                   the United States, Mexico, and Central
                   America. The Debtors offer local and long
                   distance telephone, Internet, and prepaid
                   calling card services

Chapter 11 Petition Date: April 27, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-01561 through 01-01568

Debtors' Counsel: Brendan Linehan Shannon, Esq.
                   Young, Conaway, Stargatt & Taylor LLP
                   P.O. Box 391
                   Wilmington, DE 19899-0391
                   (302) 571-6600

                       and

                   James A. Beldner, Esq.
                   Kronish Lieb Weiner & Hellman LLP
                   114 Avenue of the Americas 4th Floor
                   New York, N.Y. 10036
                   T: (212)479-6000

Total Assets: $241,500,000

Total Liabilities: $188,000,000

List of 20 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Broadwing                     Trade Debt          $8,722,466
5000 Plaza on the Lake
Suite 200
Austin, TX 78746-1050

Pacific Bell                  Trade Debt          $3,263,404
Payment Center
Van Nuys, CA 91388-0001

Worldcom                      Trade Debt          $2,475,551
6929 North Lakewood
Avenue 5.2-507
Tulsa, OK 74117

Kenan                         Trade Debt          $1,312,027
One Main Street
Cambridge, MA 02142-1517

Verizon                       Trade Debt          $1,208,119
P.O Box 101687
Atlanta, GA 30392-1687

Satmex                        Trade Debt            $782,671
Satelites Mexicanos S.A. de D.F.
Blvd. Mauel Avila
Camacho 40
Piso 24
Col. Lomas de Chapultepec
C.P. 11000, Mexico

Quintessent                   Trade Debt            $516,223
18200 NE Union Hill Road
Suite 200
Redmond, WA 98052-3334

Racsa                         Trade Debt            $494,644
Apartado: 54-1000
San Jose, Costa Rica
Centroamerica

Qwest                         Trade Debt            $462,409
P.O. Box 85023
Louisville, KY 40285-5023


Bell South                    Trade Debt            $446,578
85 Annex
Atlanta, GA 30385-0001

Univision                     Trade Debt            $415,000
P.O. Box 504265
The Lakes, NV 88905-4265

Cigna                         Insurance             $381,000
P.O. Box 360201
Pittsburgh, PA 15251-8201

EF&I Communications           Trade Debt            $232,983

Entricom                      Trade Debt            $213,210

Anixter                       Trade Debt            $163,668

Southwestern Bell             Trade Debt            $141,339

GE Americom                   Trade Debt            $134,270

Williams                      Trade Debt            $100,442

Information Management        Trade Debt             $90,315
Services

Paragon/Select                Trade Debt             $79,000


PRANDIUM: Appoints Donald Blough & Khanh Tran As New Directors
--------------------------------------------------------------
Prandium, Inc. (OTC Bulletin Board: PDIM) has added two new
members to its board of directors, Donald C. Blough and Khanh T.
Tran. These two new appointments join board newcomers Bill Rulon
and Dan Maltby who joined in early March of this year.

Kevin S. Relyea, president, chief executive officer and chairman
of Prandium, Inc., commented on the additional two board
members, The team we are forming has a wide set of skills. With
the addition of Khanh's financial background and Don's
investment and information systems experience, I feel the board
will be able to provide the company with excellent strategic
guidance as we progress through our capital restructuring and
beyond.

Mr. Tran, 44, has spent the majority of his professional career
in finance and executive positions. He has served in various
management positions at Pacific Life Insurance Company over the
past 11 years. He currently serves as Executive Vice President
and Chief Financial Officer at Pacific Life's corporate
headquarters in Newport Beach, California. Prior to joining
Pacific Life, Mr. Tran was the assistant treasurer at Vons
Companies, Inc. Mr. Tran's career began with United California
Bank, followed by a seven year period at Flying Tiger Line, Inc.
After graduating from Whittier College with a degree in
economics and political science, Mr. Tran received his M.B.A.
from the University of California, Los Angeles in finance and
marketing in 1980. Mr. Tran currently serves on the boards of
Pacific Life Insurance Company, Pacific Financial Products,
Inc., Pacific Legacy Investment Company, PM Realty Advisors,
Inc., World-Wide Holdings Limited, and Aviation Capital Group.

Mr. Blough, 53, has extensive expertise in the food service
business, with particular emphasis in information systems and
investment management. Mr. Blough is a registered investment
advisor and the President and Chief Executive Officer of DB
Financial Management, Inc., a private investment firm with
investments in excess of $44 million. Prior to forming his own
company, Mr. Blough was the Corporate Vice President and Chief
Information Officer for Jack in the Box, Inc. During his 22 year
career at the company, Mr. Blough held various other positions
including Division Vice President of Systems Development. Mr.
Blough is a graduate of Temple Business School and received his
M.B.A. from National University in 1986.

Prandium Inc. operates a portfolio of full-service and fast-
casual restaurants including Koo Koo Roor, Hamburger Hamletr,
and Chi-Chi'sr in the United States and also licenses its
concepts outside the United States. Prandium, Inc. is
headquartered in Irvine, California. To contact the company call
(949) 757-7900, or the toll free investor information line at
(888) 288-PRAN, or link to www.prandium.com. Address email to
invest@prandium.com.


PREMIER LASER: RXVP To Buy Data.Site Assets
-------------------------------------------
RXVP, Inc. has signed a letter of intent to purchase the assets
of Data.Site from Premier Laser Systems, Inc. Data.Site owns the
largest database of ophthalmic records in the world, according
to Samuel A. Nalbone, Jr., RXVP's chief executive officer.
"RXVP will merge the Data.Site records into our RXVP EyeCare
Network, which is a highly secure data communications and
warehousing service for ophthalmic patient records," Nalbone
said.  "This acquisition will make RXVP EyeCare Network the
largest ophthalmic database in the world for central, single-
source customer access," he added.

Premier Laser Systems has been actively pursuing the sale of its
various assets since it filed Chapter 11 Bankruptcy in March
2000.  As such, the Data.Site transaction will be subject to
completion of due-diligence, Definitive Agreements and approval
by the Bankruptcy Court.  Robert Mosier, Premier's president,
said that Premier creditors will gain "maximum value" for
Data.Site from this transaction.  "We realized early on that
Data.Site was a valued asset," Mosier said.  "Putting this
specialized database into a professional, healthcare data
management firm like RXVP, is a perfect fit. Everyone benefits,"
he said.

RXVP EyeCare President, Michael Landreville, explained that
ophthalmologists running small surgical practices are feeling
increasing regulatory pressure to comply with the Health
Insurance Portability and Accountability Act (HIPAA) guidelines,
which focuses on patient information security and
confidentiality.  Unlike large hospitals and clinics with staff
and computer networks to provide patient information data, these
small surgical practices will need to utilize professional data
management firms like RXVP EyeCare, according to Landreville.
"Ophthalmologists are particularly challenged to meet the
regulations since they need to share confidential patient
information relating to co-managed patients," said Landreville.

The Magnum Group, Inc. of Tiburon, CA is managing financial
transactions and asset sales for Premier Laser.

RXVP is based in Chester, PA.  Its expertise includes
confidential patient compliance services for medication, secure
data communication and data storage for clinicians sharing
confidential patient information.


SAFETY-KLEEN: Caterpillar Financial Demands Payment Of Rent
-----------------------------------------------------------
Safety-Kleen Corp.'s continued defaults under several leases
with Caterpillar Financial Services, Inc. "fly in the face of
the Bankruptcy Code and are simply unjust and equitable". These
are the words used by Kathleen P. Makowski, at Klett Rooney
Lieber & Schorling, P.C. in asking Judge Walsh to compel the
Debtors to immediately pay administrative rent and decide
between assumption or rejection of their leases with Caterpillar
Financial Services.

Before the commencement of these cases, the Debtors and
Caterpillar entered into lease agreements under which the
Debtors leased certain equipments from Caterpillar.

                     Laidlaw Environmental Lease

The Debtor Laidlaw Environment Services, Inc., leases one lift
truck under this lease. Caterpillar contends that this is a true
lease because it (i) allows but does not require the Debtor to
purchase the lift truck for $7,300 at the end of the lease term,
which amount is not nominal, negligible or insignificant; (ii)
Caterpillar retains all title to and ownership of the lift truck
and the Debtor acquires no equity interest in the lift truck;
and (iii) the 60-months lease term does not cover the useful
life of the lift truck. The total postpetition amount due under
this lease is $3,107.73.

                 Safety-Kleen (Chattanooga) Lease #1

Safety-Kleen (Chattanooga), Inc., leases two lift trucks.
Caterpillar claims that this is a true lease because it (i)
allows but does not require the Debtor to purchase the lift
trucks for their fair market value at the end of the lease term;
(ii) requires the Debtor as lessee to make aggregate rental
payments which do not equal or exceed the original cost of the
lift trucks; and (iii) the 48-months lease term does not cover
the useful life of the trucks. The total postpetition amount due
under this lease is $4,740.32.

                 Safety-Kleen (Chattanooga) Lease #2

Safety-Kleen (Chattanooga) leases from Caterpillar a third lift
truck. Caterpillar makes the same assertion that this is a true
lease for the same reasons cited above. The total postpetition
amount due under this lease is $2,328.83.

                  Safety-Kleen (Buttonwillow) Lease

The Debtor Safety-Kleen (Buttonwillow), Inc., leases one soil
compactor fro Caterpillar. This, according to Caterpillar, is a
true lease because it (i) expressly requires the Debtor to
return the soil compactor to Caterpillar at the end of the 24-
month lease term; (ii) expressly provides that a lease purchase
price is "not applicable"; and (iii) the lease term of 24 months
does not cover the useful life of the soil compactor. The total
postpetition amount due under this lease is $48,986.32.

Ms. Makowski charged that the Lessee Debtors are in post-
petition default under all of the leases, having failed to make
postpetition payments to Caterpillar in the aggregate total
amount of $59,163.20.

In seeking relief from Judge Walsh, Caterpillar claimed that
bankruptcy law requires a debtor to timely perform all its
obligations arising from or after 60 days after the order for
relief in a case under bankruptcy based upon an unexpired lease
of personal property until such lease is assumed or rejected.
Counsel for Caterpillar points out to the Judge that the leases
require the Lessee Debtors to pay Caterpillar's attorney's fees.
Caterpillar alleges that it has incurred attorneys' fees in the
approximate amount of $2,500 and, that under bankruptcy law,
Caterpillar is entitled to timely payment of those attorneys'
fees as a lease obligations. Accordingly, Caterpillar requests
the payment of its $61,663.20 claim, inclusive of those fees.
Caterpillar indicates to the Judge that a debtor lessee who
fails to make its required payment, automatically grants an
administrative claim to the lessor.

Ms. Makowski in lobbying for Caterpillar's request for immediate
payment of its claim, asserted that an administrative expense
claimant such as Caterpillar, may receive immediate payments on
its claim where there is a necessity to pay the claim at the
time the expense is incurred. She added that immediate payment
of postpetition, pre-rejection administrative lease claims are
sometimes referred to as "superpriority" claims.

Caterpillar insisted that the Debtors should promptly determine
whether it would assume or reject the leases because of the risk
that Caterpillar's administrative claim will not be paid.
Caterpillar stresses that the Debtors have failed to make the
required payments under the leases and continue in default
despite repeated requests for payment. Caterpillar requested
Judge Walsh to require the Debtors to make their determination
immediately upon entry of an order granting Caterpillar's motion

Ms. Makowski told Judge Walsh that the Debtors stand to benefit
from a prompt determination on their part of whether to reject
the leases because this would limit the amount of interest
Caterpillar is entitled to on its claim. She reasons that the
Debtors have had control and possession of the leased equipments
since the Petition Date, but have not yet made a decision as to
whether they will reject or assume the leases. At this point in
the proceedings, the Debtors cannot claim that they have not
determined whether the continued use of the equipments would
benefit their estate. (Safety-Kleen Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SILVERLEAF RESORTS: Falls Short of NYSE's Listing Requirements
--------------------------------------------------------------
Silverleaf Resorts, Inc. (NYSE:SVR) announced that the New York
Stock Exchange (NYSE) has notified Silverleaf that it currently
falls below the continued listing requirements with respect to
the average market capitalization and closing price over a
thirty-day trading period.

While Silverleaf has exceeded the required levels in the past,
it does not currently do so.

As required by the NYSE, Silverleaf intends to submit a plan to
the NYSE Listing and Compliance Committee demonstrating how it
plans to comply with the listing standards by June 4, 2001. If
the Committee accepts the plan, Silverleaf will be subject to
quarterly monitoring for compliance with the plan. If the
Committee does not accept the plan, Silverleaf will be subject
to NYSE trading suspension and delisting. Should Silverleaf
shares cease to be traded on the NYSE, Silverleaf will pursue an
alternative trading venue.

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns
and/or operates 22 resorts in various stages of development.
Silverleaf resorts offer a wide array of country-club like
amenities, such as golf, swimming, horseback riding, boating,
and many organized activities for children and adults.
Silverleaf has a managed ownership base of over 122,000. Further
information on the Company may be found on its website,
www.silverleafresorts.com.


SUN HEALTHCARE: Has Until August 13 To Assume Or Reject Leases
--------------------------------------------------------------
Sun Healthcare Group, Inc. sought and obtained the Court's
approval for a further extension of the time period by which
they may assume or reject their unexpired leases to the earlier
of (a) August 13, 2001 and (b) the date on which an order is
entered confirming a reorganization plan in the Sun Healthcare
cases.

The extension, the Debtors represents, and Judge Walrath
concurs, is in the best interest of the Debtors and their
estates and is well justified, given that:

      -- these leases are integral to Sun's business operations,
the Debtors need to make informed decision as to the
assumption/rejection of each in order to avoid premature
assumption that will give rise to needless administrative
priority claims or inadvertent rejection of potentially valuable
interests, and to preserve the health and safety of the facility
residents;

      -- these leases are numerous and complex, cover real estate
properties in different states subject to different state laws,
which makes the task in determining on assumption/rejection
daunting;

      -- as providers of long-term care services, the Debtors are
subject to an extensive regulatory framework that will affect
the assumption or rejection decisions;

      -- the Debtors have made significant progress in resolving
issues related to rejection or assumption of the unexpired
leases, as well as in the reorganization of their cases but need
more time to assess the value of each such lease and continue
with their efforts to accomplish their goal;

      -- the facilities house elderly and infirm residents, and
the Debtors must avoid any inadvertent or forced closure of a
facility that could adversely affect the health and welfare of
the residents; and

      -- the negative effects of an extension on the lessors are
minimal, as the Debtors intend to remain current on post-
petition rent obligations. (Sun Healthcare Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


TOKHEIM CORP.: Barclays Bank Reports 40.4% Stake in New Equity
--------------------------------------------------------------
Barclays Bank PLC and Barclays Capital Securities, Ltd. directly
own 1,282,917 of the common stock of Tokheim Corporation with
sole voting and dispositive powers. Barclays' current holdings
of 1,282,917 shares (the total of 1,030,454 Common Shares,
40,643 Series A Warrants and 211,819 Series B Warrants) is equal
to 40.4% of 2,805,369 shares (the total of 2,552,907 Common
Shares outstanding as of February 28, 2001, 40,643 Series A
Warrants held by Barclays and 211,819 Series B Warrants held by
Barclays). Barclays' current holdings of 1,282,917 shares is
equal to 27.0% of 4,752,462 (the total of 4,500,000 Common
Shares upon full distribution of all common shares according to
the Plan, 40,643 Series A Warrants held by Barclays and 211,819
Series B Warrants held by Barclays).

As of April 24, 2001, Barclays was in possession of (i) all of
Tokheim's Series A Warrants, (ii) only 682,859 Common Shares,
because the 346,717 Common Shares to be issued pursuant to the
exchange of the Senior Subordinated Euro Notes have not been
issued yet, and 878 Common Shares to be issued pursuant to the
exchange of a lost Junior Subordinated Note in the amount of
$480,000 have not been issued yet; and (iii) only 206,398 Series
B Warrants, because 5,421 Series B Warrants to be issued
pursuant to the exchange of a lost Junior Subordinated Note in
the amount of $480,000 have not been issued yet.

Barclays Capital Securities Limited is a wholly owned, broker-
dealer subsidiary of Barclays Bank PLC. Barclays Bank PLC is a
public limited company organized under the laws of England and
Wales, and Barclays Capital Securities Limited is a limited
liability company organized under the laws of England and Wales
(together, the "Barclays Group"). The principal address for both
reporting entities is 54 Lombard Street, London, England EC3P
3AH.

Under the terms of the Joint Prepackaged Plan of Reorganization
of Tokheim Corporation and its Subsidiary Debtors dated August
16, 2000, the holders of the Bank Debt, including the Barclays
Group, obtained, among other consideration, Series A Senior
Preferred Stock and Series A Warrants. The holders of Senior
Subordinated Notes, including the Barclays Group, received New
Common Stock. The holders of Junior Subordinated Notes,
including the Barclays Group, received a combination of New
Common Stock and Series B Warrants.

The Barclays Group used $10,762,478 in funds from available cash
to purchase the Senior Subordinated Euro Notes of the Company
and $5,934,517 in funds from available cash to purchase the
Senior Subordinated Dollar Notes of the Company. The Senior
Subordinated Notes were converted into the right to receive
Common Stock.

The Barclays Group used $11,417,999 in funds from available cash
to purchase the Junior Subordinated Notes of the Company. The
Junior Subordinated Notes were converted into the right to
receive Common Stock and Series B Warrants.

The Barclays Group used $10,106,126 in funds from available cash
to purchase the Bank Debt of the Company. These Secured Lender
Claims were converted into the right to receive Series A Senior
Preferred Stock and Series A Warrants.

The purpose of the transactions which converted certain holdings
of the Barclays Group into Common Stock was to carry out and
participate in the Plan. The purpose of the initial acquisitions
of Senior Subordinated Notes, Junior Subordinated Notes and Bank
Debt was investment. Pursuant to the Plan, the Company is
expected to have 4,500,000 shares of Common Stock outstanding
and 10,000 shares of Series A Senior Preferred Stock
outstanding. An additional 678,334 shares of Common Stock are
issuable upon exercise of the Series A Warrants at an exercise
price of $0.01 per share.

Barclay's Bank PLC holds 599 shares of Series A Senior Preferred
Stock with a stated value of $10.00 per share, 40,643 Series A
Warrants to purchase Common Stock at an exercise price of $0.01
per share, and 211,819 Series B Warrants to purchase Common
Stock at an exercise price of $30.00 per share.

The holders of the Series A Senior Preferred Stock of the
Company, voting as a class, have the right to elect two of the
nine members of the board of directors. Upon a default in the
payment when due of the principal of any of the Special Loans,
the board of directors of the Company shall be increased to
fifteen and the Series A Senior Preferred Stockholders will be
entitled to elect eight of the fifteen directors.


TRANSFINANCIAL HOLDINGS: Publishes Q4 2000 and Annual Results
-------------------------------------------------------------
TransFinancial Holdings, Inc. (Amex: TFH), a holding company
with continuing operations in financial services, reported the
results for the fourth quarter and year ended December 31, 2000.

TransFinancial reported a fourth quarter 2000 consolidated net
income on continuing operations of $782,000 or $0.24 per share
on operating revenues of $3.6 million. The net loss on
discontinued operations for the fourth quarter of 2000 was
$5,875,000 or $1.79 per share. For the fourth quarter of 1999,
TransFinancial reported a consolidated net loss on continuing
operations of $1,612,000 or $0.49 per share, on operating
revenues of $3.1 million. The net loss on discontinued
operations for the fourth quarter of 1999 was $4,994,000 or
$1.51 per share. TransFinancial reported a consolidated net loss
on continuing operations of $669,000, or $0.20 per share, on
operating revenues of $12.7 million for the year ended December
31, 2000. The net loss on discontinued operations for the year
ended December 31, 2000 was $22,000,000, or $6.71 per share. For
the 1999 annual period, TransFinancial reported a consolidated
net loss on continuing operations of $417,000, or $0.12 per
share, on operating revenues of $12.3 million. Discontinued
operations reported a net loss of $7,667,000, or $2.25 per share
for the year ended December 31, 1999.

TransFinancial discontinued its transportation operations in
2000. On September 16, 2000 and December 16, 2000, Crouse
Cartage Co. and Specialized Transport, Inc., respectively,
ceased operations; Crouse as a result of significant operating
losses and cash flow deficiency and Specialized as a result of
its insurance carrier revoking its coverage. These companies are
being liquidated outside bankruptcy, but have established
independent advisory committees of creditors and are following
the general processes and procedures defined under the federal
bankruptcy code. The Company's ability to continue as a going
concern is ultimately dependent on its ability to successfully
liquidate the transportation operations and settle claims
against the Company arising from the transportation operations
at amounts within the Company's reserves. Additional information
is contained in the Company's Form 10-K for the fiscal year
ended December 31, 2000 filed with the Securities and Exchange
Commission.

TransFinancial intends to substantially reduce its overhead
costs, including those associated with management, directors and
insurance, to assist the Company conserve capital and return to
profitability, said Bill Cox, Chairman of TransFinancial.


ULTRADATA SYSTEMS: BDO Seidman Resigns As Independent Accountant
----------------------------------------------------------------
On April 6, 2001, BDO Seidman, LLP, Ultradata's principal
independent accountant, resigned from its engagement to audit
Ultradata's financial statements for the year ended December 31,
2000.

During the audit of Ultradata's financial statements for the
year 2000, BDO Seidman informed the Audit Committee of
Ultradata's Board of Directors that information had come to its
attention which it believed indicated that members of
Ultradata's management, including its Chief Executive Officer,
had attempted to mislead one of Ultradata's customers. Based on
that information, BDO Seidman orally advised the Audit Committee
that it was unwilling to rely on the representations of
Ultradata's Chief Executive Officer.

On April 5, 2001, Ultradata's Board of Directors met to review
the evidence regarding the conduct of its Chief Executive
Officer and to consider BDO Seidman's statement that it could
not rely on the Chief Executive Officer's representations. As a
result of that review, the Board of Directors adopted a number
of internal controls procedures, including the preparation of a
code of business ethics, the appointment of an ombudsman to
facilitate implementation of the code of business ethics, and
the separation of the office of Chief Executive Officer from the
office of President. The Board determined, however, that further
remedial action was not warranted by the facts presented, having
concluded (1) that there has never been an allegation of
wrongdoing by the Chief Executive Officer other than this one
event; (2) that the type of conduct in which the Chief Executive
Officer engaged was not uncommon in wholesale marketing, and (3)
that the customer which was the subject of this event had been
fully informed of the relevant facts in writing on two occasions
and had stated its intent to remain a customer of Ultradata.

On April 6, 2001, Ultradata reported to BDO Seidman the actions
taken by the Board of Directors, and BDO Seidman resigned from
its engagement.

On February 9, 2001, BDO Seidman had orally advised the Audit
Committee that it would require Ultradata's management to make
representations that would support a determination that
Ultradata is able to continue as a going concern. Because BDO
Seidman subsequently determined that it was unwilling to rely on
management's representations, there was no determination made as
to Ultradata's ability to continue as a going concern. At no
time did BDO Seidman advise the Audit Committee that it was
likely to modify its opinion to reflect substantial doubt as to
Ultradata's ability to continue as a going concern.

In a report to the Board of Directors dated April 29, 2000, BDO
Seidman advised the Board that Ultradata personnel had not
received sufficient training regarding accounting issues or SEC
reporting, as a result of which said personnel were unable to
provide the information necessary to adequately determine the
proper accounting on a timely basis. In response to this advice
and after further discussion with BDO Seidman, Ultradata
retained a consultant to assist in preparation of its reports to
the SEC.

In the same report dated April 29, 2000, BDO Seidman advised the
Board that Ultradata did not perform certain quarter-end and
year-end closing procedures necessary to insure the accuracy of
its general ledger, including the coordination of the receipt of
audited financial statements from Ultradata's significant equity
investees. In response to this advice Ultradata's one remaining
significant equity investee has accelerated the preparation of
its audited financial statements.

In a letter to the Audit Committee of Ultradata's Board of
Directors dated July 31, 2000, BDO Seidman advised that
Ultradata's procedures in the first quarter of 2000 with respect
to incorporation of financial information from a significant
equity investee into Ultradata's quarterly report had been
inadequate. In response to this advice, Ultradata filed an
amendment to the quarterly report.

Ultradata has authorized BDO Seidman to respond fully to
inquiries from the successor accountant concerning the subject
matter discussed in this report. On April 12, 2001, Ultradata
retained the firm of Weinberg & Company, P.A., C.P.A. to audit
Ultradata's financial statements for the year ended December 31,
2000.

BDO Seidman, in it April 17, 2001, letter to the Securities &
Exchange Commission concerning the above described events
stated, among other things: "We had previously advised the Audit
Committee that had we been able to issue our report on the
annual financial statements for the year ended December 31,
2000, that opinion would have likely been modified to reflect
substantial doubt as to the registrant's ability to continue as
a going concern."


VENCOR INC.: Louise Davis Moves To File Late Proof Of Claim
-----------------------------------------------------------
Louise Davis, on behalf of the Estate of Ida Young, moved the
Court to extend the time for her to file a proof of claim for
personal injury to Mrs. Ida Young beyond the March 11, 2000 bar
date. Mrs. Young was a resident of Wedgewood Healthcare Center,
an Indiana nursing home owned by Vencor, Inc. Ms. Davis asked
for an extension of the bar date on the grounds that:

      (1) The creditor did not receive notice of the bar date;

      (2) The creditor did not become aware of the bar date until
she retained counsel on August 2, 2000 to investigate her
complaints against the Vencor facility;

      (3) Were it not for Vencor's bankruptcy filing, the statute
of limitations had not run on her claim at the time she began
her discussion with counsel;

      (4) Because the staff of Wedgewood knew of the continued
deteriorating condition of Mrs. Young throughout her residency,
the Creditor is a known creditor;

      (5) The Debtors will not suffer prejudice if the motion is
allowed because the Debtors' plan had not been confirmed at the
time the motion was filed;

      (6) Claimant could bring action against the reorganized
entity;

      (7) The creditor acted in good faith as evidenced by the
fact that, when pertinent records were acquired which
substantiate injuries to the decedent, the creditor filed the
motion.

Ms. Davis filed the motion in January, 2001 after the Debtors
had filed the Joint Plan for months but the Plan was not yet
confirmed at that time. The hearing date was set for March 30,
2001. The Objection deadline was March 22, 2001. The Debtors
filed an objection on March 22, 2001. At that time, the Plan had
already been confirmed.

                     Debtors' Objection

The Debtors objected to the requested extension on the grounds
that:

      (1) The Claimant's argument that the Debtors failed to
provide her with adequate notice of the Bar Date must be
rejected because she was not a known creditor at the time of the
mailing of the Bar Date Notice and the Debtors only became aware
of her claim approximately thirteen months after the mailing of
the Bar Date Notice, when the Debtors received notice of a suit
filed by her;

      (2) The Movant's allegation that she should be a known
creditor entitled to notice is due to a mistaken understanding
of the law that any resident at the Debtors' facilities at any
time should be a known creditor; such a result would be
unworkable, practically impossible and tremendously expensive to
the Debtors' estates in light of the fact that the Debtors
provide services to a constantly changing patient and resident
base of approximately 35,000 individuals per day;

      (3) Unknown creditors such as the movant are entitled only
to publication notice, which in the present instance was made in
the Wall street Journal in accordance with the Bar Date Order;

      (4) The movant has not established the elements of
excusable neglect and the length of delay even after she had
actual notice of the Bar Date is inexcusable and prejudicial;

      (5) Allowing the Movant to file late proof of claim would
result in unwarranted prejudice to the Debtors as well as
creditors who filed timely claims, given the failure of the
Movant to offer any facts that would distinguish her claim from
other personal injury or wrongful death claims, and the late
stage of the Debtors' cases;

      (6) To allow creditors to assert claims against the Debtors
at such a late stage would change assumptions upon which the
Debtors relied in formulating their Plan;

      (7) The concern about prejudice is especially acute because
the Movant's claim is an unliquidated litigation claim, for
which it is difficult for the Debtors to assess the eventual
financial impact on their businesses;

      (8) Allowing the claim may threaten the success of the
Debtors' reorganization by encouraging other similarly situated
creditors to seek extensions of the period of time for filing
proofs of claim;

      (9) The prejudice that could result from any acceptance of
the late filed claims is not substantially mitigated by the
existence of insurance because in the case of the claim, as in
the case of the substantial majority of potential wrongful death
or personal injury claims, the Debtors are primarily insured for
the first $2 million of each such claim through their wholly-
owned captive insurance company, Cornerstone Insurance Company
which is wholly funded by the Debtors;

     (10) Given that the amount for which the Debtors are
essentially self- insured is the first $2 million of each claim
covered by Cornerstone, compared to the estimated total amount
of approximately $38 million of general unsecured trade claims
that will be allowed, the granting of the extension of time for
even a small number of litigation claimants to file proofs of
claim could quickly alter the assumptions upon which the
Debtors' Plan has been proposed, solicited and accepted.

For these reasons, the Debtors contend that factors that favor
an extension of the Bar Date are outweighed by factors for the
denial of it. For the same reasons, the Debtors also objected to
the motion of Stella Slates on behalf of the estate of Martha
Culp, a case that is similar to that of Louise Davis except for
certain details specific to the claimants. (Vencor Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


W.R. GRACE: Paying Prepetition Foreign Vendor Claims
----------------------------------------------------
In the ordinary course of their businesses, W. R. Grace & Co.
make payments to unaffiliated vendors located outside of the
United States of America. These Foreign Vendors provide the
Debtors with a variety of specialized materials, supplies and
services. If the Debtors withhold payment from the Foreign
Vendors, they fear substantial disruption in the flow of
essential materials, supplies and services. Worse, the Debtors
recognize that the Foreign Vendors could institute proceedings
in foreign jurisdictions and attach foreign assets of the
Debtors and their non-debtor affiliates.

The Debtors estimate, James H.M. Sprayregen, Esq., at Kirkland &
Ellis, told the Court, that $155,000 is due their Foreign
Vendors on account of goods and services provided prepetition.

Seizures and revocations and other legal proceedings in foreign
fora, Mr. Sprayregen suggested, would wreak operational havoc on
the Debtors' businesses, substantially disrupting ongoing
business operations and the administration of the Chapter 11
process. The $155,000 cost, the Debtors argued, pales in
comparison to the risks the Debtors would face by withholding
payment from Foreign Vendors.

"The Debtors are authorized, but not directed, to pay or honor
prepetition and postpetition obligations to Foreign Vendors in
the ordinary course of business," Judge Newsome ruled,
cautioning, however, that "the satisfaction of the Foreign
Claims shall not be deemed to be an assumption or adoption of
any agreements." (W.R. Grace Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WASHINGTON GROUP: Moody's Slashes Debt Ratings To Lower C Levels
----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of
Washington Group International, Inc. These are as follows:

      * Senior secured bank credit facility to Caa3 from Caa1,

      * senior unsecured notes to C from Caa3,

      * senior implied rating to Caa3 from Caa1, and

      * senior unsecured issuer rating to C from Caa3.

Approximately $1.3 billion of debt securities are affected.

According to Moody's, the downgrades reflect continued severe
near-term liquidity problems due to substantial cost overruns
and negative cash flows associated with certain projects
acquired through the Raytheon Engineers & Constructors (RE&C)
acquisition, as well as ongoing disputes regarding purchase
price adjustments with Raytheon relating to this acquisition.
Reportedly, the company's cash balances are depleting and at the
same time, discussions regarding additional financing from
existing secured lenders and providers of performance bonds have
been stretched-out.

Washington Group (formerly Morrison Knudsen Corporation), is
located in Boise, ID.  It is an international provider of
design, engineering, construction, construction management,
facilities management, environmental remediation and mining
services to public and private sector clients.


WINSTAR: Court Okays Continued Use of Cash Management System
------------------------------------------------------------
Winstar Communications, Inc. employs an integrated centralized
cash management system to collect, transfer and disburse funds
generated by their operations and to accurately record all such
transactions as they are made. This Cash Management System is
managed by Winstar's Treasury Department and includes, among
other things, centralized cash forecasting and reporting,
collection and disbursement of funds and administration of the
company's Bank Accounts required to effectuate the Debtors'
collection, disbursement and movement of cash.

Timothy R. Graham, Winstar's Executive Vice President and
General Counsel, explained that the Debtors' cash receipts are
concentrated at Fleet National Bank in Boston. That Main
Concentration Account then funds various Operating Accounts,
Zero Balance Accounts and Disbursement Accounts. Debtor WVF-I
LLC maintains a special investment account at Merrill Lynch into
which funds advanced by Lucent Technologies are deposited before
those funds are released to Winstar for reimbursement of
equipment purchased under a vendor financing arrangement with
Lucent. WCI Capital and Office.com have approximately $55
million invested at Merrill Lynch to back certain letters of
credit.

On a daily basis, substantially all of the cash remaining in the
Debtors' Cash Management System is consolidated in the
Concentration Account at Fleet. To the extent that cash remains
in the Concentration Account in excess of amounts needed to fund
daily disbursements, that cash is transferred to the investment
account and invested in short-term commercial paper rated at
least A-1 by Standard & Poor's or P-1 by Moody's.

The Debtors have used this Cash Management System for years. The
Cash Management System is highly automated and computerized and
includes the necessary accounting controls to enable the
Debtors, as well as creditors and the Court, if necessary, to
trace funds through the system and ensure that all transactions
are adequately documented and readily ascertainable. The Debtors
will continue to maintain detailed records reflecting all
transfers of funds including, but not limited to, intercompany
transfers.

The Debtors' cash management procedures are ordinary, usual and
essential business practices, and are similar to those used by
other major corporate enterprises. The Cash Management System
provides significant benefits to the Debtors, including the
ability to (a) control corporate funds centrally, (b) invest
idle cash, (c) ensure availability of funds when necessary and
(d) reduce administrative expenses by facilitating the movement
of funds and the development of more timely and accurate balance
and presentment information. In addition, the use of a
centralized Cash Management System reduces interest expenses by
enabling the Debtors to better utilize funds within the system
rather than relying upon short-term borrowing to fund cash
requirements.

The operation of the Debtors' businesses requires the continued
use of the Cash Management System during the pendency of these
chapter 11 cases. Requiring the Debtors to adopt new, segmented
cash management systems at this critical stage of these cases
would be expensive, would create unnecessary administrative
burdens, and would be much more disruptive than productive,
adversely impacting the Debtors' ability to confirm a
reorganization plan. Consequently, maintenance of the existing
Cash Management System is in the best interests of all creditors
and other parties-in-interest.

Considering the merits of the Debtors' arguments, Judge Farnan
granted the Debtors' request to maintain their existing cash
management system. (Winstar Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WKI HOLDING: Moody's Puts Ca Rating on Senior Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service related that it cut its ratings for
WKI Holding Company, Inc. Said ratings are as follows:

      * $200 million 9.625% senior subordinated notes due 2008,
        Ca from Caa1;

      * $617 million gtd. senior secured credit facilities, Caa1
        from B2; ($275 million Revolving Credit Facility due
        2005; $25 million Tranche B Revolving Credit Facility due
        3/30/2004; $194 million Term Loan due 2006; $98 million
        Term Loan due 2007 and $25 million Borden facility due
        3/30/2004)

      * Senior Implied Rating, from Caa1 from B2;

      * Issuer Rating, Caa2 from B3

Accordingly, this rating action completes the February 2001
review pending the negotiation of an amendment to the company's
bank credit facilities. The ratings outlook is negative while
approximately $817 million of debt and credit facilities are
affected.

Moody's said that the downgrades reflect the company's high
effective leverage and weak debt protection measures resulting
from its 1999 acquisition of the EKCO Group, Inc. and General
Housewares Corp., and the negative impact related integration,
manufacturing and distribution issues have had on its operating
performance and cashflow, as demonstrated by the FY 2000
integration costs of $26.6 million and inventory write-down
charges of $20 million. However, the rating agency also takes
into account WKI's brand name products, its relationships with
the major mass merchants and the support provided by its owners,
KKR and affiliates, mainly Borden Inc.

New York-based WKI is a manufacturer and marketer of household
products under such names as Pyrex, Corelle, Revere Ware,
Visions and OXO. The company's product categories include
bakeware, dinnerware, kitchen tools, range top cookware and
cutlery.


WORLD ACCESS: NACT Subsidiary Excluded From Bankruptcy
------------------------------------------------------
NACT Telecommunications, Inc., a leading provider of fully
integrated telecom applications, gateways, and billing systems,
said it will continue business operations, unaffected by the
Chapter 11 Bankruptcy filing of its parent company, World
Access.

NACT is a self-funding business unit and a separate legal entity
that operates independently of World Access. World Access has no
intention to file for Chapter 11 protection for NACT.

                           About NACT

Founded in 1982, NACT, the switching division of World Access,
Inc., is a leading provider of fully integrated advanced telecom
applications, gateways, and billing systems. NACT's products
include the IPAX family of gateway systems, the NTS 2000
Billing/OSS system, as well as complete training and consulting
services. NACT is a division of Atlanta, Georgia-based
World Access, Inc. IPAX and VoIP-7 are trademark pending
products of NACT. All other company and product names are
trademarks of their respective companies.

                            *********


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
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                      *** End of Transmission ***