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         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Wednesday, May 2, 2001, Vol. 5, No. 86

                            Headlines

AMERICAN GREETINGS: Senior Debt Ratings Cut to Baa3 & CP to P-3
ARMSTRONG: Asbestos Claimants Retain Caplin As Lead Counsel
BLACKROCK: Board Of Directors Adopts Plan of Liquidation
BRIDGE INFORMATION: Reuters Wins Bid For Assets
BRIDGE INFORMATION: Judge Says No To Market Data's Motion

COVAD COMM.: Bondholders Tell Company to Cease Cash Waste
DAYTON: Taps Henry Butcher For Liquidation of Andacollo Mine
DOMTAR INC.: Moody's Puts Debt Ratings Under Review
EVERCOM INC.: Moody's Junks Senior Unsecured Debt Rating
FRUIT OF THE LOOM: Settles Darrell Cooper's Employment Claim

GOLF TRUST: Sells Palm Desert Country Club for $4.075 Million
HARNISCHFEGER INDUSTRIES: Enters Into Exit Financing Agreement
ICG COMMUNICATIONS: Court Approves Wasserstein's Employment
KITTY HAWK: Disclosure Statement Hearing Set For May 23
KOZ.COM: Files For Chapter 11 Bankruptcy Protection

LIFE FINANCIAL: Reports First Quarter 2001 Results
LOEWS CINEPLEX: Seeks To Amend DIP Loan To Pay Film Dues
LTV: USWA Leaders Agree to Constructive Talks on Restructuring
LUCENT TECHNOLOGIES: May Merge With Alcatel
MARINER: Moves To Replace Surety Bond Company AmWest With RLI

OWENS CORNING: Forges Finishing System Alliance With Armstrong
OWENS-ILLINOIS: Fitch Assigns BB Rating on Bank Agreement
PACIFIC GAS: Retains Heller Ehrman As Special Counsel
PILLOWTEX CORPORATION: Hiring Stern As Strategic Consultant
PLIANT SYSTEMS: Plans To File Chapter 11 Petition in N. Carolina

PONDEROSA FIBRES: Case Summary & 23 Largest Unsecured Creditors
PSINET INC.: Discloses Management and Board Changes
RENAISSANCE WORLDWIDE: Securities Face Delisting From NASDAQ
RSL COMMUNICATIONS: deltathree Gets New Board of Directors
SAFETY-KLEEN: Selling Cat Excavator As A Non-Performing Asset

STAN LEE: Interfase Capital Provides DIP Financing
SUN HEALTHCARE: Rober Woltil Agrees To Extend Employment As CFO
TELIGENT: Lenders Grant Waiver of Bank Amendment Through May 15
TYE-SIL CORPORATION: Selling All Assets To CSS Industries
UNITED AUTO: Marshall Cogan Steps Down From Board Of Directors

VLASIC FOODS: Asks Court To Set July 9 Bar Date
W.R. GRACE: Proposes Omnibus Lease Rejection Procedures
WINE.COM: eVineyard Buys Assets For $1 to $10 Million
WINSTAR COMM.: Seeks Approval Of $300,000,000 DIP Financing Pact
WORLDWIDE XCEED: Files Chapter 11 Petition in N.D. Illinois

* Meetings, Conferences and Seminars

                            *********

AMERICAN GREETINGS: Senior Debt Ratings Cut to Baa3 & CP to P-3
---------------------------------------------------------------
Moody's Investors Service downgraded the following ratings of
American Greetings:

      * senior unsecured, to Baa3 from Baa1

      * senior unsecured shelf registration, to (P)Baa3 from
       (P)Baa1

      * senior unsecured revolving credit facility maturing in
        2005, to Baa3 from Baa1

      * commercial paper, to Prime-3 from Prime-2

Approximately $1.5 billion of debt securities are affected. The
outlook is negative.

Moody's said the ratings action reflect the significant
challenges that the company faces as it restructures the way it
goes to market in the face of continuing pressure from its
largest trade customers and of low demand growth in the greeting
cards category.  Further significant deterioration in debt
protection measures and failure to lengthen the debt maturity
profile could result in a further downgrade, according to
Moody's.

American Greetings, located in Cleveland, Ohio, is a developer,
manufacturer and distributor of greeting cards and social
expression products.


ARMSTRONG: Asbestos Claimants Retain Caplin As Lead Counsel
-----------------------------------------------------------
The Asbestos Claimants' Committee in Armstrong Holdings, Inc.'s
chapter 11 cases, seeks to retain Caplin & Drysdale, Chartered,
as its lead counsel, effective as of the Petition Date. The
services of the Committee's counsel for the foreseeable future
are expected to include, among other things, the following
responsibilities:

      (a) Assisting and advising the Committee in its
consultations with the Debtors and other committees relative to
the overall administration of the estates;

      (b) Representing the Committee at hearings to be held
before the Court, and communicating with the Committee regarding
the matters heard, and issues raised, as well as the decisions
and considerations of this Court;

      (c) Assisting and advising the Committee in its examination
and analysis of the Debtors' conduct and financial affairs;

      (d) Reviewing and analyzing all applications, orders,
operating reports, schedules and statement of affairs filed, and
to be filed with the Court by the Debtors, or other interested
parties in the bankruptcy case;

      (e) Advising the Committee as to the necessity and
propriety of the foregoing, and their impact upon the rights of
asbestos-health related claimants, and upon the case generally,
and after consultation with, and approval of the Committee or
its designee/s consenting to appropriate orders on its behalf or
otherwise objecting thereto;

      (f) Assisting the Committee in preparing appropriate legal
pleadings and proposed orders, as may be required, in support of
positions taken by the Committee, and preparing witnesses and
reviewing documents relevant thereto;

      (g) Coordinating the receipt and dissemination of
information prepared by, and received from the Debtors'
independent certified accountants or other professionals
retained by it, as well as such information as may be received
from independent professionals engaged by the Committee and
other committees, as applicable;

      (h) Assisting the Committee in the solicitation and filing
with the Court of acceptances or rejections of any proposed plan
or plans of reorganization;

      (i) Assisting and advising the Committee with regard to
communications to the asbestos-related claimants regarding the
Committee's efforts, progress and recommendation with respect to
matters arising in the case as well as any proposed plan of
reorganization; and

      (j) Assisting the Committee generally by providing such
other services, as may be, in the best interest of the creditors
represented by the Committee.

Subject to the Court's approval and in accordance with
bankruptcy law and rules, the Committee requested that Caplin &
Drysdale be compensated on an hourly basis, plus reimbursed for
the actual, necessary expenses that it incurs. The current
hourly rates applicable to the attorneys and paralegal proposed
to represent the Committee are:

      Elihu Inselbuch              $630
      Petter Van N. Lockwood       $500
      Julie W. Davis               $365
      Trevor W. Swett, III         $360
      Nathan D. Finch              $290
      Rita C. Tobin                $265
      Kimberly N. Brown            $265
      Kris Bess                    $160
      Robert C. Spohn (paralegal)  $135
      Elyssa J. Strug (paralegal)  $125
      Sean O'Connell (paralegal)   $115

The listing of professionals is not exclusive, say the Asbestos
Claimants' Committee, and other professionals may perform
services for it.

Elihu Inselbuch, a member of the firm Caplin & Drysdale,
Chartered, assured Judge Farnan that Caplin & Drysdale is a
disinterested person within the purview of bankruptcy law, and
that the firm does not suffer from any conflict of interest with
the Debtors, their creditors or any other party-in-interest. He
confided that Caplin & Drysdale currently represents Deutsche
Bank, Barclay's Bank, The Bankers Trust Co., Citibank, N.A.,
Variable Annuity Life Insurance Co., Wells Fargo & Co., Exxon
Mobil Corp., Bank of America, Sigma Corporation and the American
Express Co., all of which are, either unsecured creditors of
one, or more of the Debtors or affiliates of such unsecured
creditors, in tax matters that are unrelated to the bankruptcy
cases and create no actual conflict of interest for the firm.

                     Former Representations

Mr. Inselbuch disclosed the following former representations by
Caplin & Drysdale:

      (1) Chase Manhattan Bank, Principal Mutual Life Insurance
Co., American General Corp., and State Street Bank and Trust
Co., all of which are, either unsecured creditors of one, or
more of the Debtors or affiliates of such unsecured creditors,
in matter that are unrelated to the bankruptcy cases and create
no actual conflict of interest; and

      (2) T. Rowe Price Associates and Morgan Stanley & Co., two
of the entities listed in the bankruptcy petitions, as holding
5% or more of the Debtor Armstrong's common stocks, in matters
unrelated to the bankruptcy proceedings.

Mr. Inselbuch revealed that Caplin & Drysdale had formerly
represented the following parties in matters not related to the
Debtors' bankruptcy proceedings:

      (a) The Debtors' Lenders, consisting of (i) Bank of America
National Trust & Saving Association, an affiliate of active
client, Bank of America; (ii) J.P. Morgan Securities, Inc, an
affiliate of active client J.P. Morgan & Co., Inc.; (iii) Morgan
Guaranty Trust of New York, an affiliate of active client J.P.
Morgan & Co., Inc.; and (iv) Bank of New York, a former client;

      (b) Significant stockholders of Debtor's parent, which
include, Morgan Stanley Dean Witter & Co., an affiliate of
former client, Morgan Stanley & Co., Inc.;

      (c) State Street Bank & Trust Co., the Debtors' Indenture
Trustee;

      (d) Dow Chemical Corp.;

      (e) Certain of the Debtors' secured creditors, including
(i) Toyota Motor Credit Corp., an affiliate of former clients
Mid-Atlantic Distributors, Inc., and Toyota Motor Insurance Co.;
and (ii) IBM Credit Corp., an affiliate of active client IBM
Corp.;

      (f) The purchasers of debentures used to fund ESOP, being
(i) Franklin Life Insurance Co., an affiliate of active client
Variable Annuity Life Insurance Co.; and (ii) IDS Life Insurance
Co., an affiliate of active client American Express Co.;

      (g) Affiliates of present or former Directors or Officers
of the Debtors or their parent, including, (i) Cargill, Inc.;
(ii) Dow Corning Corp.; (iii) Pfizer, Inc, an active client and
successor in interest to Warner-Lambert Co., a former client;
and (iv) Verizon f/k/a Bell Atlantic, a party related to active
client Allied Signal Inc./Bell Atlantic;

      (h) Arthur Andersen, a former client and professional
retained by the Debtors; and

      (i) Certain of the Debtors' unsecured creditors, being
Donaldson Lufkin & Jenrette Securities, AT&T, and Cananwill,
Inc.

All of these representations were, and will be, in matters
unrelated to the Debtors or these Chapter 11 estates, and will
not prevent the firm from serving the Committee. (Armstrong
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BLACKROCK: Board Of Directors Adopts Plan of Liquidation
--------------------------------------------------------
The Board of Directors of The BlackRock Strategic Term Trust
Inc. (NYSE: BGT; CUSIP: 09247P108) has adopted a plan of
liquidation, which will result in the remaining dividend
payments of the Trust from April 30, 2001 to the termination of
the Trust on or about December 2002, to be classified as return
of capital for tax purposes only.

Questions concerning the Trust may be directed to BlackRock's
marketing center at 800-227-7236.

BlackRock (NYSE: BLK) is one of the largest publicly traded
investment management firms in the United States with $201.6
billion of assets under management as of March 31, 2001.
BlackRock manages assets on behalf of more than 3,300
institutions and 200,000 individuals worldwide through a variety
of equity, fixed income, liquidity and alternative investment
separate accounts and mutual funds, including the Company's
flagship fund families, BlackRock Funds and BlackRock Provident
Institutional Funds. In addition, the Company provides risk
management and technology services to a growing number of
institutional investors under the BlackRock Solutions name.
Clients are served from the Company's headquarters in New York
City, as well as offices in Philadelphia, PA, Wilmington, DE,
Edinburgh, Scotland and Tokyo, Japan. BlackRock is a member of
The PNC Financial Services Group (NYSE: PNC), one of the largest
diversified financial services organizations in the United
States, and is majority-owned by PNC and by BlackRock employees.
For more information on BlackRock, see http://www.blackrock.com


BRIDGE INFORMATION: Reuters Wins Bid For Assets
-----------------------------------------------
Reuters Group Plc won the U.S. Bankruptcy Court auction for
certain Bridge Information Systems, Inc. assets with a $275
million cash bid, according to BankruptcyData.com. Included in
the purchase are the Company's workstations and data products,
EJV; Bridge Trading Technologies, and the eBridge Internet
business and CRB Index.

Subsequently, SunGard (NYSE:SDS) has declined to continue its
bid for Bridge's assets which include the Bridge information
business in North America, the EJV analytics business,
BridgeNews LiveWire Company News for the U.S., the Bridge
Trading Company brokerage business and eBRIDGE Internet
software.

The auction for competing bids was then closed late Sunday
evening.

Closing of the sale is pending U.S. Bankruptcy Court approval
and the approval of Bridge's board of directors.


BRIDGE INFORMATION: Judge Says No To Market Data's Motion
---------------------------------------------------------
U.S. Bankruptcy Judge David P. McDonald denied a motion by
Market Data Corp. on Friday that requested Bridge Information
Systems Inc. to immediately pay the company $4.7 million for
services that Market Data provided in April and then move to a
weekly payment schedule beginning next month, according to Dow
Jones. A Bridge attorney argued that asking Bridge to make
immediate payments would amount to rewriting Bridge's contract
with Market Data. The contract between the two companies
requires that Bridge pay Market Data a fee in the middle of a
quarter. The fee covers the services provided in the first half
of the quarter and the services yet to come in the second half
of the quarter. Bridge's next payment is due May 15. Bridge's
debtor-in-possession (DIP) financing of $30 million expired
Monday, but Bridge has requested an extension. (ABI World, April
30, 2001)


COVAD COMM.: Bondholders Tell Company to Cease Cash Waste
---------------------------------------------------------
An organized committee of Bondholders of Covad Communications
Group, Inc. (OTC: COVDE; formerly, NASDAQ: COVD) has sent a
letter to Covad's Directors and Officers advising them of their
fiduciary obligations to Covad's creditors under the current
circumstances, to cease wasting its remaining cash assets, and
to manage Covad and its assets for the purpose of maximizing the
recovery to Covad creditors. According to the Bondholders'
estimate, Covad has approximately $600 million in cash on its
books, yet Covad has recently stated that it expects to lose
approximately $450 million this year. The Company recently
failed to timely file its Form 10-K with the SEC and announced
on April 23 that it had been delisted from the NASDAQ market.

The Covad Bondholders' letter points to the debacle experienced
by NorthPoint Communications Group, Inc. (formerly, NASDAQ:
NPNT), formerly one of the three independent Digital Subscriber
Line (DSL) providers, which recently liquidated for $135 million
leaving its creditors with staggering losses. In the April 27
letter to Covad from their legal counsel, David Rosner of
Kasowitz, Benson, Torres & Friedman LLP, the Covad Bondholders
urge that Covad cannot, like NorthPoint, simply continue to
dissipate the funds necessary to restructure and to repay its
creditors.

The Bondholders have demanded a meeting with Covad "at the
earliest possible time" to organize a plan to properly manage
and preserve Covad's dissipating assets.


DAYTON: Taps Henry Butcher For Liquidation of Andacollo Mine
------------------------------------------------------------
Mr. Fred Earnest, General Manager of Compania Minera Dayton
(CMD), a wholly owned subsidiary of Dayton Mining Corporation
(AMEX, TSE: DAY) announced that CMD has entered into agreements
with Henry Butcher International Ltd. and Caterpillar Leasing
Chile S.A. (Cat Leasing). In December 2000, Dayton Mining
Corporation announced that CMD had decided to permanently close
the Andacollo Mine.

Henry Butcher, based in London, U.K., has extensive experience
in asset valuation and the disposal of capital equipment. This
agreement with Henry Butcher is for the marketing and sale of
the mining fleet, crushing plant and conveying/stacking system
located at the Andacollo Mine in north-central Chile. The gold
recovery plant is not part of the agreement, but will be
marketed after the cessation of gold recovery from the heaps.
Henry Butcher will aggressively pursue the disposal of these
assets in Chile and internationally to facilitate compliance
with the creditors plan submitted to the courts of Chile in
December 2000.

This world class mining fleet consists of three Caterpillar 992
loaders, eleven Caterpillar 777 haulage trucks and miscellaneous
support equipment as well as an Ingersoll-Rand DM-30 and T-4
drill. All of the equipment was purchased new beginning in 1995
and has been maintained by Finning Chile S.A. under a
maintenance and repair contract. The three-stage crushing plant
consists of a Nordberg 47 x 63 primary jaw crusher, a Nordberg
7' standard Symons secondary cone crusher and three Nordberg 7'
shorthead Symons tertiary cone crushers. Following on from the
crushing circuit is a system of overland conveyors, grasshopper
conveyors, and a radial stacker. Prior to the suspension of
mining and crushing operations at Andacollo, the mining fleet
was producing over 90,000 tonnes per day of waste and ore and
the crushing plant was operating at the design capacity of
18,000 metric tonnes per day, producing a final product size of
90% minus 3/8". The overland conveying/stacking system operated
at design with sustained delivery rates of 1,300 metric tonnes
per hour. The crushing and screening plant was designed and
built by Bechtel Engineering and the overland conveying and
stacking system was designed and constructed by Laurel
Engineering.

Representatives of Henry Butcher are on site in Andacollo in
preparation for the commencement of the marketing of these
assets.

An agreement reached with Cat Leasing modifies the existing
lease agreement to allow CMD to sell the mining fleet, with
proceeds to be used to cancel the obligation with Cat Leasing
and to eliminate the penalty clauses in the event that Cat
Leasing unilaterally makes the decision to seek the return of
the mining fleet. Additionally, the agreement specifies the form
in which the fleet will be valued in the event that the fleet is
returned to Cat Leasing upon demand and clarifies the
obligations of each party.

Since the suspension of operations on September 30, 2000, the
Andacollo operation has produced a total of 25,900 ounces of
gold. It is expected that active leaching activities will
continue through the year 2001 after which passive leaching and
heap closure activities will begin. Pit and dump reclamation
activities are underway and are expected to be complete by the
end of 2001. Reclamation of the crushing plant site area cannot
begin until the crushing equipment is sold. Final reclamation
will occur after the heaps are properly rinsed and de-
commissioned, and the gold recovery circuit is sold.

Interested parties should note that in the Company's release of
its year 2000 results, dated April 12, 2001, it was mistakenly
stated that the Company had $4.4 million of unrestricted cash
which was held in trust for funding claims obligations at
Denton-Rawhide. As correctly shown on the Balance Sheet, there
was $4.4 million of free cash and an additional $2.8 million of
restricted cash that is held in trust to fund Dayton's share of
the reclamation obligations at Denton-Rawhide.


DOMTAR INC.: Moody's Puts Debt Ratings Under Review
---------------------------------------------------
Moody's Investors Service placed the following debt ratings of
Domtar Inc. on review for possible downgrade:

      * Senior implied: Baa3

      * Issuer rating: Baa3

      * Senior unsecured: Baa3

Approximately $275.0 million of debt securities are affected.

Moody's stated that the rating action stems from the joint
announcement by Domtar and Georgia-Pacific Corporation (Baa3)
that they have signed a letter of intent for Domtar to acquire a
portion of Georgia-Pacific's pulp and paper business.
Accordingly, the review was triggered by the potential for the
transaction to cause a significant increase in debt at Domtar.

Based in Montreal, Quebec, Domtar is a major North American
producer of fine papers, pulp, and lumber, and owns a 50%
interest in Norampac Inc., Canada's leading containerboard and
corrugated containers business.


EVERCOM INC.: Moody's Junks Senior Unsecured Debt Rating
--------------------------------------------------------
Moody's Investors Service related that it lowered the senior
unsecured debt ratings of Texas-based Evercom Inc. to Caa1 from
B2. Also, the rating agency cut the company's senior implied
rating to B3 from B1 and issuer rating to Caa2 from B3.
Approximately $115 million of debt securities are affected.
Moreover, all ratings remain on review for possible further
downgrade.

According to Moody's, the downgrades reflect Evercom's financial
performance, which has fallen short of its expectations, and its
concern that competition and pricing pressures will continue to
negatively impact performance going forward.

Evercom is a provider of inmate telecommunication voice services
to local, county, state, federal and private correctional
facilities.


FRUIT OF THE LOOM: Settles Darrell Cooper's Employment Claim
------------------------------------------------------------
Prior to Fruit of the Loom, Ltd.'s petition date, Darrell Cooper
was employed by Union Underwear as a calendar operator in Fruit
of the Loom's Lexington elastic plant.

Mr. Cooper ceased employment there when the plant was sold on
December 30, 1998. On or about May 23, 1997, Mr. Cooper was
pushing a large can of web elastics when he felt a pull in his
stomach. A lump suddenly appeared in his groin area. Following
surgery, Mr. Cooper developed chronic lymphadaema and
cellulites, requiring multiple hospitalizations and making
it difficult for him to stand for an extended period of time.

Fruit of the Loom has concluded that there is a substantial
possibility it will be found at least partially liable on the
claim pursuant to the South Carolina Workers' Compensation Code,
regardless of the presence or absence of any fault on its part,
although it disputes the amount of its liability.

Through counsel, Mr. Cooper has asserted a claim against Union
Underwear for past and future medical expenses and permanent
total disability in the approximate amount of $180,000
(discounted to present value). Fruit of the Loom and Mr. Cooper
have agreed to settle the claim for a single cash payment of
approximately $107,500, subject to approval by the South
Carolina Workers' Compensation Commission. Under Commission
regulations, once a settlement is approved, the employer must
make the settlement payment within seven days of approval or
penalties (equal to 25% of the amount awarded) and interest will
begin to accrue on the approved amount.

Travelers Indemnity Company and its affiliates will make payment
of the claim, as they provided workers' compensation insurance
coverage to Fruit of the Loom for the period beginning April 1,
1987.

Tara L. Lattomus Esq., of Saul Ewing told Judge Walsh that there
are many reasons why the claim payment should be approved as a
reasonable business decision. The amount of the settlement is
substantially less than the amount previously demanded by Mr.
Cooper. The settlement will not require the use of property of
the estate to pay a prepetition claim. Litigation of the claim
may result in an increase in the amount plus the use of estate
funds to conduct the process. In addition, the probability of
success in litigation is uncertain because the South Carolina
Workers' Compensation Commission is given substantial discretion
in determining the appropriate amount of a worker's compensation
award. By entering the settlement with Mr. Cooper, the estates
will avoid the unnecessary expense and risk of litigation for a
fraction of the amount of the potential liability if Mr. Cooper
were to prevail on all arguments and claims.

Ms. Lattomus also noted that the claim involves a negotiated
settlement that results in a lump sum payment. This is not the
customary method in which workers' compensation claims are
settled by Fruit of the Loom. Therefore, Union sought approval
from the Court out of an abundance of caution and to provide
creditors with notice.

Ms. Stickles told Judge Walsh that no objections were filed and
so the motion is granted. (Fruit of the Loom Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF TRUST: Sells Palm Desert Country Club for $4.075 Million
-------------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA), a real estate investment
trust (REIT), has sold Palm Desert Country Club in total
consideration of $4.075 million.

On April 20, the Company closed the sale of Palm Desert Country
Club, a 27-hole golf course, located in Palm Desert, California,
to Dahoon Investment Company, a California corporation, with
interests in the immediate community.

Separately, as previously announced, Golf Trust of America will
hold a special meeting of stockholders at 10:00 a.m. on May 22,
2001 to vote on the plan of liquidation, as submitted by special
proxy to stockholders of record as of April 6, 2001.
Stockholders are advised to read the proxy statement carefully
because it contains important information, and submit their
votes in a timely manner to ensure receipt prior to the recorded
vote on May 22, 2001. The special meeting of stockholders will
be held at The Charleston Place Hotel, located at 205 Meeting
Street, Charleston, South Carolina.

Golf Trust of America, Inc. is a real estate investment trust
involved in the ownership of high-quality golf courses in the
United States. The Company currently owns an interest in 38.5
(eighteen-hole equivalent) golf courses. Additional information,
including an archive of all corporate press releases, is
available over the Company's website at www.golftrust.com.


HARNISCHFEGER INDUSTRIES: Enters Into Exit Financing Agreement
--------------------------------------------------------------
                Reorganizing Debtors' Entry into
                Exit Financing Commitment Letter

Originally, Harnischfeger Industries, Inc. and its affiliates,
the Reorganizing Debtors, estimated that the Exit Financing
Facility would be approximately $400 million. Upon further
review, they determined that their borrowing needs would require
an exit financing facility of $350 million.

Deutsche Banc Alex, Brown Inc. (DRAB) and Bankers Trust Company
(BTCo) have been selected as the financial institutions that
could provide the Reorganizing Debtors with the most beneficial
structure. Accordingly, the Reorganizing Debtors have entered
into the Exit Financing Commitment Letter with DRAB and BTCo
which will be the Exit Financing Facility under the Plan.

The proposed exit financing will be a senior secured facility in
the aggregate amount of $350 million provided by BTCo and a
syndicate of other lenders. The Exit Financing Facility will
mature at the earlier of 4.5 years after closing or six months
before the maturity of the HII Senior Notes. The Exit Financing
Facility will bear interest at the base rate or at the reserve
adjusted Euro-Dollar Rate, as those terms are customarily used,
based upon the Reorganizing Debtors' leverage ratio.

The Commitment Letter provides that, DRAB, an affiliate of BRCo
(in such capacity, the sole and exclusive book runner and
arranger, the "Arranger"), intends to arrange for other banks,
financial institutions and other "accredited investors" ... to
provide a portion of the Exit Facility, and BRCo will act as
administrative agent for the Lenders."

Whether the Reorganizing Debtors consummate the Exit Financing
Facility, HII is obligated under the Commitment Letter to pay:

      (a) A commitment fee equal to .05% per annum of the
aggregate amount of the Exit Financing payable to BTCo accruing
from April 2, 2001 to (but excluding) the closing date of the
Exit Financing, which will be between approximately $146,000 to
$292,000, assuming a closing date during May, 2001.

      (b) A break-up fee of $4,375,000 if the Reorganizing
Debtors obtain financing from an alternative financial
institution, unless DRAB and BTCo decline to proceed with the
Exit Financing.

The Reorganizing Debtors believe that the Fees are consistent
with and typical of similar arrangements. The authority to pay
the fees will enable the Reorganizing Debtors to satisfy a
condition precedent to confirmation of the Plan, and in so
doing, will be able to (i) repay the DIP Facility and (ii) fund
general working capital needs after confirmation and
consummation of the Plan, thereby increasing the likelihood of
successfully emerging from their chapter 11 cases.

Accordingly, the Reorganizing Debtors requested the Court to
enter an order, pursuant to 11 U.S.C. Sections 105 and 363,
authorizing HII to pay DRAB and BTCo the Fees.

           HII's Provision of Exit Financing to Beloit

HII and Beloit and their respective committees have entered into
a term sheet under which HII will provide $15 million of exit
financing to Beloit and the Liquidating Trust on the Effective
Date of the Plan, subject to definitive documentation.

             HII to Beloit Line of Credit Term Sheet

      * Borrower: Beloit Liquidating Trust

      * Guarantors: All debtor subsidiaries of Beloit Corporation
if and to the extent that proceeds of this loan in excess of
$150,000 per Guarantor are paid, directly or indirectly, to any
such Guarantor

      * Lender: Harnischfeger Industries, Inc. ("HII")

      * Maximum Line of Credit: $15,000,000

      * Interest Rate on drawn amount: Direct pass through of HII
cost of borrowing including interest and pro rata fees

      * Amortization Schedule:

        - 70% of all net asset sale proceeds (excluding the
          approximately $4.7 million Valmet escrow) and other
          cash receipts will be used, immediately upon receipt
          thereof, to first pay interest and then to pay
          principal (the "Paydown Amount").

        - 50% of such net asset sale proceeds and other cash
          receipts (i.e., five-sevenths of the Paydown Amount)
          will be permanent reductions of the loan and the
          remainder (i.e., two-sevenths of the Paydown Amount
          plus any voluntary prepayments) may be reborrowed

        - 30% of all net asset sale proceeds, other cash receipts
          and proceeds from the line of credit will be
          exclusively used to pay administrative claims and
          approved budgeted items

        - Final payment of all amounts due on or before 3/31/02

        - After 3/31/02, no reborrowing will occur.

      * Collateral: Perfected first security interest in all
assets and the proceeds thereof of Borrower and Guarantors

      * Additional Terms: Until Loan repaid in full and
terminated, HII approval necessary for:

        - Settlement of material disputed administrative and
          other claims which involve HII accommodations or where
          HII is a codefendant or has been named in the same or a
          similar-claim

        - Incurrence of debt or material obligations by Borrower

        - Material expenditures by Borrowers outside of agreed
          upon budget but with a negotiated [25%] variance for
          any line item, and a negotiated [10%] variance from
          budget

        - Reasonable monitoring reporting by Borrower on a
          frequency no less than monthly in form satisfactory to
          Lender to permit Lender to determine compliance with
          budget

        - In the event of a default, if the unpaid amount of this
          loan is less than $7.5 million on 3/31/02, then HII
          will delay in foreclosing on the APP Note until 3/31/03

        - HII agrees that it will release the APP Note upon the
          Liquidating Trust's request if (a) the Liquidating
          Trust has a buyer for the APP Note, and (b) 70% of the
          net sale proceeds are paid concurrently with the
          receipt thereof to HII.

        - Without the prior approval of HII, no distributions
          will be made with respect to claims of Borrower's or
          Guarantors' pre- petition unsecured creditors until the
          loan is repaid in full and terminated

      * Other:

        - Termination provisions of the Committee Settlement
          Agreement are extended through May 31, 2001

        - Proposed transaction is conditioned upon the
          effectiveness of the Plan

        - The HII share of the Omega settlement will be limited
          to $1 million

        - The Plan Administrator shall act in accord with the
          budget and the terms of this agreement notwithstanding
          any other provision of the Plan Administrator Agreement

        - Subject to definitive documentation

(Harnischfeger Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ICG COMMUNICATIONS: Court Approves Wasserstein's Employment
-----------------------------------------------------------
Judge Walsh authorized ICG Communications, Inc. to employ
Wasserstein as the estates' financial advisor, effective as of
the commencement of the Chapter 11 cases, on the terms set out
in the Application. However, in response to the objection of the
United States Trustee, Judge Walsh further revised the
indemnification provisions of the Arthur Andersen agreement to
provide that:

      (a) Instead of and in lieu of the original language, the
Debtors are authorized to indemnify, and shall be deemed to
indemnify, Wasserstein, its affiliates and their partners,
principals and personnel against all costs, fees, expenses,
damages and liabilities (including defense costs) associated
with any claim, relating to or arising as a result of the
postpetition services under the Wasserstein engagement letter
agreement, but not for any claim arising from, related to, or in
connection with Wasserstein's postpetition performance of any
other services unless those services and related indemnification
are approved by the Bankruptcy Court;

      (b) Notwithstanding any provision of the Wasserstein
agreement or Judge Walsh's Order to the contrary, the Debtors
have no obligation to indemnify Wasserstein, or provide
contribution or reimbursement to Wasserstein, for any claim or
expenses that is either (i) judicially determined (the
determination having become final) to have arisen solely from
Wasserstein's gross negligence or willful misconduct, or (ii)
settled prior to judicial determination as to Wasserstein's
willful misconduct or gross negligence, but determined by this
Court, after notice and a hearing, to be a claim or expense for
which Wasserstein should not receive indemnity, contribution or
reimbursement under the terms of the Wasserstein agreement as
modified by Judge Walsh's Order; and

      (c) If before the earlier of (i) the entry of an order
confirming a Chapter 11 pan in these cases (that order having
become a final order no longer subject to appeal), and (ii) the
entry of an order closing these Chapter 11 cases, Wasserstein
believes that it is entitled to the payment of any amounts by
the Debtors on account of the Debtors' indemnification,
contribution and/or reimbursement obligation under the
Wassserstein agreement, as modified by this Order, including
without limitation the advancement of defense costs, Wasserstein
must file an application for such amounts with the Bankruptcy
Court, and the Debtors may not pay any amounts to Wasserstein
before the entry of an Order by the Court approving the payment,
with this provision intended only to specify the period of time
under which the Bankruptcy Court shall have jurisdiction over
any request for fees and expenses by Wasserstein for
indemnification, contribution or reimbursement, and not a
provision limiting the duration of the Debtors' obligation to
indemnify Wasserstein.

Even though he approves the engagement letter, Judge Walsh
ordered that all of Wasserstein's fees and expenses in these
cases, including without limitation the Restructuring
Transaction Fee, the Financing Transaction Fee, and the Sale
Fee, are subject to approval by the Bankruptcy Court under a
"reasonableness" standard upon proper application by Wasserstein
in accordance with the Bankruptcy Code, Rules, the Local Rules
of the Court, and any other applicable orders, and with the
express reservation of the rights of all parties in interest;
however, approval of the reasonableness of Wasserstein's fees
and expenses shall not be evaluated solely on hourly-based
criteria. (ICG Communications Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KITTY HAWK: Disclosure Statement Hearing Set For May 23
-------------------------------------------------------
On April 17, 2001, Kitty Hawk Inc. and its subsidiaries filed
the Debtors' Amended Joint Plan of Reorganization Dated April
17, 2001, and the Disclosure Statement Under 11 U.S.C. Section
1125 in Support of the Debtors' Joint Plan of Reorganization
Dated April 17, 2001 in the United States Bankruptcy Court for
the Northern District of Texas, Fort Worth Division.

The hearing on the adequacy of the Disclosure Statement will be
held on May 23, 2001 at 1:15 p.m., Dallas, Texas time, before
the Honorable Barbara J. Houser at 1100 Commerce Street, 14th
Floor, Dallas, Texas. Once commenced, the hearing on the
adequacy of the Disclosure Statement may be adjourned or
continued by announcement in open court with no further notice.


KOZ.COM: Files For Chapter 11 Bankruptcy Protection
---------------------------------------------------
KOZ.com filed for Chapter 11 bankruptcy and laid off half of its
staff, leaving 38 employees to maintain the online community and
commerce network. "The reduction in force was recommended to us
as part of our strategy in going forward," said Sam Whitt, chief
operating officer. KOZ plans to continue hosting its clients'
community sections and will maintain service to its current
clients; however, a reduction in support will occur, making the
support team available only during regular work hours. (New
Generation Research, April 30, 2001)


LIFE FINANCIAL: Reports First Quarter 2001 Results
--------------------------------------------------
LIFE Financial Corporation (NASDAQ: LFCO), the holding company
of LIFE Bank, F.S.B., announced its results of operations for
the quarter ended March 31, 2001. Additionally, the annual
shareholders meeting has been scheduled for June 7, 2001 by the
Board of Directors and the shareholder record date is May 1,
2001. The meeting will be held at 9:00 a.m., Pacific Time, at
the Arrowhead Country Club, 3433 Parkside Drive, San Bernardino,
California.

Life Financial reported a first quarter loss of $6 thousand, or
($.00) per basic and diluted share, compared with a loss of $774
thousand, or ($.12) per basic and diluted share for the quarter
ended March 31, 2000. The first quarter loss included a $419
thousand provision for loan losses, offset by a gain on the sale
of marketable securities of $544 thousand, a gain on sale of
mortgage loans of $132 thousand and a gain on sale of mortgage
servicing rights of $102 thousand.

Steven R. Gardner, President and Chief Executive Officer stated,
We are pleased with the progress we have made to date in
implementing the Bank's strategic plan. Operating costs continue
to decline and we have opportunities to make further reductions.
Our delinquency trend continues to improve as we benefit from
our more disciplined and proactive approach to collections
implemented at the end of the third quarter 2000. We have made
substantial progress in reducing our exposure to subprime loans
during the last three-quarters. On June 30, 2000 we had in
excess of $157 million of subprime loans and closed the first
quarter 2001 with less than $32 million. Mr. Gardner continued
We are encouraged by our discussions with potential investors in
recapitalizing the Company. We will continue to work closely
with the OTS apprising them of our progress in complying with
all of the regulatory matters confronting the Company.

Life Financial's net interest income before provision for loan
losses declined 46.3% to $2.2 million during the quarter ended
March 31, 2001, compared to $4.1 million for the quarter ended
March 31, 2000. The decline is due to the combination of a
decrease in average loan portfolio of $159 million from the same
prior year period and the average loan yield was 72 basis points
lower during the three months ended March 31, 2001 as compared
to the same period in 2000. In addition, the cost of funds
increased 14 basis points from the same prior year period.

The provision for loan losses was $419 thousand for the quarter
ended March 31, 2001 compared to no provision for the quarter
ended March 31, 2000.

Noninterest income was $2.1 million for the quarter ended March
31, 2001 compared to a $1.1 million income for the quarter ended
March 31, 2000. Noninterest income for the quarter ended March
31, 2001 included the gain on the sale of marketable securities
of $544 thousand, the gain on loan sale of $132 thousand and the
gain on sale of mortgage servicing rights of $102 thousand. The
noninterest income for the quarter ended March 31, 2000 included
$2.1 million in loan servicing and mortgage-banking fees
partially offset by a loss on sale of loans of $1.4 million.

Noninterest expenses were $3.9 million for the quarter ended
March 31, 2001, compared to $6.6 million in the quarter ended
March 31, 2000. The $2.7 million reduction was primarily the
result of a $1.6 million decrease in compensation and benefits
and a $487 thousand decrease in premises and occupancy during
the first quarter. At March 31, 2001, Life Financial had 101
full-time equivalent employees, a reduction of 151 employees
from the March 31, 2000 level of 252 full-time equivalent
employees. Premises and occupancy expense decreased as a result
of the closure of all mortgage banking offices and one retail-
banking branch.

Total assets of Life Financial were $354.7 million as of March
31, 2001 compared to $414.4 million as of December 31, 2000. The
$59.7 million or 14.4% decrease in total assets of Life
Financial from December 31, 2000 was primarily the result of a
$49 million decrease in the loan portfolio. Life Bank sold $29.0
million of subprime loans during the first quarter of 2001. The
sale reduced Life Bank's portfolio of subprime loans to $31.5
million at March 31, 2001.

The allowance for loan losses totaled $4.8 million and the
balance in the lower of cost or market adjustment was $1.5
million as of March 31, 2001 and $5.4 million and $1.6 million,
respectively as of December 31, 2000. The March 31, 2001
allowance for loan losses as a percent of non-accrual loans was
22.6% and 25.1% as of December 31, 2000. Non-accrual loans
totaled $21.2 million at March 31, 2001 and $21.5 million as of
December 31, 2000.

Loan production and loans purchased for the quarter ended March
31, 2001 was $10.2 million, compared to $206.6 million for the
quarter ended March 31, 2000. The reduction in loan production
and loans purchased is the result of the decision to originate
higher credit quality loans, eliminate both subprime loan
originations and the origination of loans for sale in the
secondary market.

Total deposits were $316.6 million as of March 31, 2001,
compared to $345.1 million at December 31, 2000. The $28.5
million decrease in deposits is the result of Life Bank's
strategy to focus heavily on increasing Branch deposits through
the growth of both local consumer and business accounts and to
reduce reliance on wholesale and brokered certificates of
deposit. The ratio of Branch Bank deposits to total deposits
increased to 85.0% at March 31, 2001 compared to 83.1% as of
December 31, 2000.

Life Bank's core, tier 1 and total risk-based capital ratios
based on modified risk-based assets at March 31, 2001 were
4.95%, 5.90% and 7.16%, respectively. The capital ratios reflect
the modified risk weighting requirement of certain assets
commencing March 31, 2001 as required by the Supervisory
Agreement entered into by the Bank on September 25, 2000.

On April 12, 2001 the Company notified NASDAQ that it was
appealing NASDAQ's determination to delist the Company's stock.
A hearing date is set for May 25, 2001 with the NASDAQ Listing
Qualifications Panel at which time the Company will present oral
arguments to the delisting determination. The Company will be
submitting written documentation on April 30, 2001 detailing the
steps it has and will be taking to regain and continue
compliance with the listing requirements. There can be no
assurance that the Listing Qualifications Panel will grant the
Company's request for continued listing. Pending the final
decision of the Listing Qualifications Panel, the Company's
securities will continue to trade on the Nasdaq National Market.

LIFE Financial Corporation is a saving and loan holding company
that owns 100% of the capital stock of LIFE Bank, Life
Financial's principal operating subsidiary. LIFE Bank is a
federally chartered stock savings bank whose primary business
includes branch banking, permanent residential and construction
lending. Life Bank currently operates five full-service branches
located in Orange, San Bernardino and Riverside Counties, in
Southern California.


LOEWS CINEPLEX: Seeks To Amend DIP Loan To Pay Film Dues
--------------------------------------------------------
Loews Cineplex Entertainment Corp. is seeking court approval to
amend its $146 million debtor-in-possession (DIP) credit
agreement in response to antitrust concerns raised by certain
film distributors, who have threatened to cease supplying films
to the bankrupt movie theatre chain operator. The film
distributors had various issues with the final DIP financing
order entered by the U.S. Bankruptcy Court in Manhattan
following an April 4 hearing. The film distributors informed
Loews that they would be unable to continue to supply films to
the company unless these issues were addressed, according to
recently filed court papers.  (ABI World, April 30, 2001)


LTV: USWA Leaders Agree to Constructive Talks on Restructuring
--------------------------------------------------------------
The LTV Corporation (OTC Bulletin Board: LTVCQ) said that its
Chairman and Chief Executive Officer William H. Bricker and
Executive Vice President and Chief Operating Officer John Turner
held constructive meetings Monday with United Steelworkers of
America (USWA) President Leo Gerard in Pittsburgh. The Company
and the USWA agreed to work diligently in the coming weeks to
fashion both short- and long- term solutions to the challenges
facing LTV Steel.

Leo Gerard and I also have agreed to travel to Washington
together to work with other steel producers for comprehensive
government relief from the unfair trading practices that are
destroying the American steel market, said Mr. Bricker. Mr.
Bricker also said that the USWA understood that the fate of
thousands of employees and retirees depends on the successful
restructuring of LTV Steel and its emergence from bankruptcy as
a viable company capable of succeeding in the highly competitive
steel marketplace. He said that the commitment between the
Company and the Union followed a weekend of negotiations in
Pittsburgh involving the LTV Steel and USWA bargaining
committees.

We are committed to maintaining the efficient operation of our
plants and facilities and serving the needs of our valued
customers while the Company and the USWA develop permanent
solutions to the problems facing LTV Steel and the industry,
said Mr. Turner.

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


LUCENT TECHNOLOGIES: May Merge With Alcatel
-------------------------------------------
Alcatel's recent bid to buy Lucent Technologies' fiber-optic
business may now lead to a full merger of the two companies,
according to The Wall Street Journal.  "We have put in a formal
bid for the fiber-optic business of Lucent but I cannot give you
details," an Alcatel spokeswoman said. Those close to the talks,
however, have little hope that such a deal could be pulled off,
primarily because of Lucent's financial troubles.

The Norcross, Ga.-based Lucent announced last month that it was
considering selling its optical-fiber solutions unit to focus
more on systems software and to infuse itself with cash. Even
though the company has suffered several setbacks, including
financial troubles, layoffs and an accounting investigation by
the U.S. Securities and Exchange Commission, it continues to
deny bankruptcy rumors. Alcatel, a French telecom equipment
maker, is just one of several potential buyers that has
informally expressed an interest in acquiring Lucent's optical-
fiber business. Other companies include Corning, JDS Uniphase
and Pirelli. Lucent is expected to announce the winning bid next
month. (ABI World, April 30, 2001)


MARINER: Moves To Replace Surety Bond Company AmWest With RLI
-------------------------------------------------------------
Mariner Post-Acute Network, Inc. seek to replace their current
surety company, AmWest Surety Insurance Company with RLI
Insurance Company because due to underwriting losses, AmWest's
AM Best-rating has been lowered to "C-VI," which no longer meets
the minimum requirements of the majority of the Debtors' surety
bond beneficiaries or the auditors for the states of Florida and
Texas and AmWest's current financial problems prevent it from
meeting the Debtors' requirements to post additional bonds or to
increase bond amounts. Without a replacement surety bond
provider, the Debtors will not be able to satisfy applicable
regulatory requirements and will thereby risk incurring
significant fines and even non-renewal of operating licenses.

         Surety Bonds Required in the Debtors' Industry

The Debtors explained that, in connection with the operation of
their businesses and management of their properties, they
maintain numerous surety bonds some of which are required for
licensure to operate nursing facilities such as
Medicare/Medicaid, utility, transfer of ownership, license and
permit, patient trust account, and notary public bonds.

           The Current AmWest Surety Bond Program

As previously reported, the Debtors have been authorized to
maintain all of their pre-petition surety bonds and to honor all
pre-petition obligations necessary to keep those bonds in place.

AmWest has provided all of the surety bonds that have been
issued on behalf of the Debtors since August 1999. The premiums
for the bonds are determined annually at the time of bond
renewal or at the time a new bond is placed and are paid
directly to the Broker.

As of March 9, 2001, the surety bonds in the Mariner Group's
portfolio totaled approximately $25.6 million, approximately
$13.3 million of which were issued by AmWest on behalf of the
MPAN Debtors and approximately $12.25 million of which were
issued by AmWest on behalf of the Mariner Health Debtors.

The Debtors purchased all of their surety bonds through their
broker, AON Risk Services of Georgia, Inc. (the Broker). The
Debtors pay the Broker directly for all premiums and other
amounts due under such bonds. The Broker sends the Debtors a
consolidated statement for payment on a regular basis, and, once
paid by the Debtors, the Broker submits the payment to AmWest.
The Broker is paid a fee for placing and administering the
Debtors' bonds based on the bond premiums.

                Indemnity and the AmWest LC

The Debtors advised that in order to obtain surety bonds, they
must indemnify the company that will issue such surety bonds. In
addition, surety companies require collateral to secure the
indemnity rights under the bonds they issue.

To collateralize the surety bonds issued on their behalf, the
Debtors were required to provide AmWest with a letter of credit
in the amount of $850,000. The AmWest LC, issued by The Chase
Manhattan Bank under the Debtors' prepetition credit agreement,
will be drawn upon, pursuant to the terms of the indemnity
agreement which the Debtors executed in favor of AmWest in
August, 1999.

In order to avoid potential problems, the Debtors requested that
the Broker survey the bond market to find a replacement surety
bond provider. Of the eight bond providers approached by the
Debtors' Broker, RLI offered to provide surety bonds on the most
advantageous economic and non-economic terms for the Debtors.
Further, RLI's "A IX" rating from AM Best will meet the rating
standards required by the Debtors' state regulators. The
Debtors, therefore, are seeking authority to replace AmWest with
RLI.

                Proposed Terms of the RLI Surety

According to information received from the Broker, the Debtors
will pay RLI an average premium rate that is lower than that
which the Debtors currently pay to AmWest.

(A) Collateralization Requirements

     Upon Court approval of the proposed transaction, RLI and
AmWest will enter into an indemnity agreement whereby RLI will
essentially assume liability for any surety bonds previously
issued by AmWest on behalf of the Debtors. Upon execution of the
AmWest-RLI Indemnity Agreement, AmWest has agreed to release the
AmWest LC and surrender it for cancellation. Once the AmWest
LC has been released and cancelled, the Debtors will cause a new
letter of credit in the same amount to be issued under the DIP
Facility to collateralize the bonds that RLI will issue.

RLI has agreed to accept a letter of credit in the same amount
as that provided to AmWest i.e. $850,000 as collateral for the
surety bonds that it will issue on the MPAN Debtors behalf and
one in the amount of $7.85 million as collateral for the surety
bonds that it will issue on the Health Debtors behalf.

Upon Court approval of the proposed transaction and the issuance
of the RLI LC, RLI will begin replacing all of the outstanding
AmWest bonds and will issue any new bonds required by the
Debtors on a going-forward basis.

The Debtors are cognizant that providing the postpetition RLI LC
to secure the bonds, which are currently secured by the
prepetition AmWest LC, may in effect elevate certain prepetition
claims to administrative priority claims. For example, if an
outstanding bond secured by the AmWest LC is called on account
of the nonpayment of a prepetition claim, and the AmWest LC is
drawn upon, then Chase, as issuer of the AmWest LC, would have a
prepetition claim for the amount drawn on the AmWest LC.
However, if this same bond is now secured by the postpetition
RLI LC, then if the bond is called, the issuer of the RLI LC
under the DIP Facility will have an administrative priority
claim for the amount of the RLI LC that was drawn.

Because RLI will not agree to issue any new or replacement bonds
without the security of a new letter of credit, and the Debtors
need to have a suitable replacement bond provider, the Debtors
believe that the elevation of certain prepetition claims to
administrative claims is necessary.

(B) Indemnity Agreement in Favor of RLI

     RLI's proposal requires the Debtors to execute an indemnity
agreement in favor of RLI. The RLI Indemnity Agreement provides
that RLI may draw down on the RLI LC in the event that any of
the outstanding surety bonds are called. As with the replacement
of the LCs, replacing the prepetition AmWest Indemnity Agreement
with the postpetition RLI Indemnity Agreement will mean
elevating prepetition claims to the level of administrative
claims. Any obligation by AmWest to pay a claim will result in a
pre-petition claim by AmWest against the Debtors under the
AmWest Indemnity Agreement, but similar obligation by RLI under
the postpetition RLI Indemnity Agreement will mean an
administrative claim against the Debtors for the amount of the
indemnity obligation. For the same reason as with the LC, the
Debtors submit that they have no choice but to accept this
change.

(C) Payment of Prepetition Claims Secured by Bonds

     The numerous surety bonds that the Debtors have obtained in
connection with the operation of their businesses can be drawn
on by the relevant bondholder should the Debtors default on
payment. Therefore, if certain prepetition obligations which the
Debtors have secured with surety bonds come due, but the Debtors
are unable to make payments pending Court approval, the
bondholder may draw down on the relevant surety bond and AmWest,
in turn, will draw down on the LC issued to it under the
AmWest's indemnity agreement. The Debtors note that, if this
occurs, their to induce RLI to become their new surety bond
provider may be jeopardized or the proposed terms on which RLI
is willing to issue surety bonds may become more expensive or
onerous because in offering the proposed terms of issuance, RLI
has effectively assumed, for underwriting purposes, that the
surety bonds will not need to be drawn.

Accordingly, the Debtors believe that it is in the best interest
of their estates and creditors to pay the prepetition claims of
creditors that are secured by surety bonds directly and avoid
the potentially harmful effects of forcing such creditors to
draw down on the surety bonds issued on behalf of the Debtors
because this will enable the Debtors to maintain a good
relationship with RLI and will heighten the chance that other
surety bonds providers will be willing to initiate a
relationship with the Debtors in the future.

The Debtors told the Court that they are particularly concerned
about maintaining a good working relationship with RLI because
RLI is one of the only bond providers that offered reasonable
terms to the Debtors.

Therefore, the Debtors seek authority to pay prepetition
obligations that are secured by such surety bonds (the
Prepetition Bonded Obligations, provided that, prior to making
any such payments, the Debtors will obtain the written consent
of counsel to Chase, in its capacity as Agent for the Debtors'
postpetition debtor in possession lenders.

The Debtors believe that the proposed relief will help them
avoid unnecessary delay and expenditure of estate assets, as
well as unnecessary burden on the Court, and the risk of a draw
upon a surety bond before the matter can be heard.

Accordingly, pursuant to sections 105(a) and 363 of the
Bankruptcy Code, and Rules 2002, 6004 and 9014 of the Bankruptcy
Rules, the Debtors seek the Court's authority,

      (1) to replace their current surety company, AmWest Surety
Insurance Company with RLI Insurance Company;

      (2) to replace the prepetition letter of credit which
secured the Debtors' obligations under the surety bonds issued
by AmWest with a new, postpetition letter of credit which will
secure the Debtors' obligations under the surety bonds RLI will
issue on behalf of the Debtors;

      (3) to enter into an indemnity agreement with RLI for all
surety bond obligations; and

      (4) to pay, in their discretion, the prepetition claims
that are secured by surety bonds, subject to the limitations
described.

In support of this motion, the Debtors respectfully represented
as follows: 6004, and 9014 of the Federal Rules of Bankruptcy
Procedure. (Mariner Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OWENS CORNING: Forges Finishing System Alliance With Armstrong
--------------------------------------------------------------
Owens Corning (NYSE: OWC), a world leader in building materials
systems, and Armstrong World Industries, Inc. (NYSE: ACK), one
of the largest manufacturers of interior finishing solutions,
have formed a strategic alliance that will incorporate Armstrong
ceiling tiles into Owens Corning's Basement Finishing System.

"The value of this alliance is that two companies with expertise
in innovative housing solutions have come to together to help
Owens Corning's Basement Finishing System franchisees offer
their customers a total basement package," said Jeff Van Sloun,
general manager, Basement Finishing System, Owens Corning.

The Basement Finishing System is delivered through authorized,
independent franchisees, giving builders a simple, easy,
premium- quality solution for finishing basements. It also
provides homeowners with a beautiful, affordable way to create
usable living space without the inconvenience associated with
traditional basement renovations.

"This is an ideal partnership between Owens Corning and
Armstrong," said Joanne Davis-Brayman, general manager,
Armstrong World Industries, Inc. "With the housing experience
and premium products of these two companies, we can offer an
even better overall product to consumers and contractors. Our
ceiling tiles are a perfect fit to complete the Basement
Finishing System product offerings."

As part of the alliance, Armstrong has developed a special
package of ceiling tiles designed to complement the Basement
Finishing System. The products will enhance the look of the room
while matching the consumer's intended use -- from a playroom
for kids to a media room.

Unlike traditional drywall methods, the Basement Finishing
System is designed especially for basement conditions. Through
the use of moisture- durable materials in a "breathable" system
assembly, the potential for moisture build-up and mold/mildew
growth within the walls is greatly reduced. The panel system and
PVC framing accommodate traditional wiring and panels are easily
removed for access to interior foundation walls.

Panels are finished in durable, attractive fabric that adds
light to the basement, and trim options are available in fabric,
wood grain or white. Because the panels have a pre-finished
surface with built-in insulation and sound control capabilities,
the system does not require additional insulation, drywall,
taping or painting.

The Basement Finishing System provides a simple solution for
finishing basement jobs faster and generating higher customer
interest.

Benefits include:

      -- Faster and easier than framing, drywall and painting

      -- No drywall dust, tape or paint to clean up

      -- Accommodates any ceiling system including Armstrong's
         ceiling tiles

      -- Provides affordable finished basement options that
         homeowners seek

      -- Long-lasting performance means fewer callbacks with no
         cracks or nail pops to repair

      -- Moisture- and mildew-resistant walls that won't warp or
         rot

      -- Built-in thermal and sound control capabilities for add
         warmth and privacy

      -- Fiberglass panels offer Class I fire resistance for
         peace of mind

"We will continue to expand our network of partners and
franchisees so that all homeowners will have access to this
basement solution," said Van Sloun.

Armstrong World Industries, Inc. is a global leader in the
design, innovation and manufacture of interior finishing
solutions, most notably floors and ceilings. Based in Lancaster,
Pa., Armstrong has approximately 18,000 employees worldwide. In
1999, Armstrong's net sales totaled more than $3.4 billion.
Additional information about the company can be found on the
Internet at www.armstrong.com.

Owens Corning is a world leader in building materials systems
and composites systems. The company has sales of $5 billion and
employs approximately 20,000 people worldwide. For more
information, please visit Owens Corning's Web site at
www.owenscorning.com .(Owens Corning Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Fitch Assigns BB Rating on Bank Agreement
---------------------------------------------------------
Fitch has rated Owens-Illinois' (NYSE:OI) $4.5 billion senior
secured bank credit agreement due 2003 at 'BB'. At the same
time, the ratings have been lowered on OI's senior unsecured
notes to `B+' from `BB' and convertible preferred stock to `B-`
from `B+'. The rating action reflects the structural
subordination of the bondholders following the completion of the
new bank credit agreement, which provides bank lenders with
substantial collateral. The Rating Outlook remains Negative.

OI's new $4.5 billion bank credit agreement will consist of a $3
billion revolving credit facility and a $1.5 billion term loan
maturing on March 31, 2003. The bank borrowings of the new
agreement will be held by certain domestic and foreign
subsidiaries (compared to the former agreement where borrowings
were held at the holding company level, Owens- Illinois, Inc.)
and will be secured by substantially all of the domestic and
foreign assets of the company. The bank agreement will be
subject to both a maximum consolidated leverage and fixed charge
coverage test.

As a result of the new bank credit agreement, the senior
noteholders, which remain obligations of the holding company,
will rank behind bank lenders in order of claims priority on the
assets and will be structurally subordinated to the operating
cash flows. However, the senior noteholders will receive a
silent second lien on the assets granting a priority claim on
the assets over other unsecured claimants and will be guaranteed
by O-I Group, Inc.

While borrowing costs associated with the new bank agreement
have increased, debt has been reduced by more than $200 million
to $5.635 billion at March 31, 2001, from $5.850 billion at Dec.
31, 2000, from asbestos-related insurance proceeds of
approximately $112 million and asset divestitures of $116
million. Fitch expects further improvement in liquidity from
additional insurance settlement proceeds of $32 million and
approximately $450 million in anticipated asset divestitures
from the sale of OI's mutual fund business, Harbor Capital.
Fitch expects the $482 million in proceeds, which are expected
to be received during the first half of 2001, to reduce
borrowings under the new term loan.

The Negative Rating Outlook reflects continued operating
weakness and the lack of visible improvement regarding asbestos
claim trends. In particular, EBITDA interest coverage has
declined to 2.8 times (x) for the last 12 months ended March 31,
2001, compared to 2.9x in 2000 and 3.3x in 1999. In addition,
the potential exists for OI's credit quality to be negatively
impacted by any further unfavorable trends in asbestos claims.
However, the company has in the past two quarters proactively
sought out claims at more favorable settlements. An enhanced
operating environment and improved asbestos trends with
moderating claims and a reduction in settlement costs could lead
to a Stable Outlook over the intermediate term.


PACIFIC GAS: Retains Heller Ehrman As Special Counsel
-----------------------------------------------------
Prior to the Petition Date, Pacific Gas and Electric Company
turned to Heller Ehrman White & McAuliffe LLP for a variety of
legal services, primarily with regard to regulatory, rate
setting and rate recovery matters. The Debtor doesn't want to
lose Heller Ehrman's services and asks the Court, pursuant to 11
U.S.C Sec. 327(e), for permission to continue employing the Firm
post-petition as its Special Counsel. Specifically, Heller
Ehrman will continue to represent the Debtor in:

      (a) Pacific Gas and Electric Company v. Lynch, et al.,
Civil No. CV-01-1083-RSWL (SHx) in the Central District of
California. This is a federal lawsuit brought by PG&E against
the California Public Utilities Commissioners, seeing to compel
the State to allow PG&E to recover its wholesale power
procurement costs undercollection in its retail electricity
rates. Heller Ehrman Shareholders Marie L. Fiala, Esq., Thomas
Reiber, Esq., and Adam Cole, Esq., plead federal preemption,
facial Takings, as-applied Takings, Commerce Clause, Due Process
and Equal Protection theories in this action on PG&E's behalf.
The lawsuit, if successful, will allow PG&E to recover all or a
substantial portion of the wholesale electricity costs it has
paid out since June 2000 through revenues from retail
electricity rates.

      (b) Richard D. Wilson v. Pacific Gas and Electric Company
and PG&E Corporation, Civil Nos. 318870 and 318871 in the
Superior Court for San Francisco County. These are two
identically-captioned lawsuits against PG&E and its corporate
parent, brought under California's Unfair Business Practice
Act (Bus. & Prof. Code Secs. 17200 et seq.) The lawsuits
claim that PG&E and its parent breached various duties by
engaging in improper intra-corporate funds transfers between
1998 and 2000, to the utility's and the public's detriment.
Marie L. Fiala, Esq., and Jonathan P. Hayden, Esq., defend
PG&E in these lawsuits in which shareholders seek restitution
in the range of $3 billion.

      (c) Modesto Irrigation District v. PG&E, currently on
appeal by the plaintiff to the Ninth Circuit from an order
dismissing the action with prejudice entered by the United
States District Court for the Northern District of California.
This antitrust action against PG&E alleges claims under Sherman
Act Sections 1 and 2 for PG&E's alleged wrongful denial of
wholesale electricity transmission and interconnection service
to the plaintiff. The appeal has been fully briefed and
argued by Marie L. Fiala, Esq., and M. Laurence Popofsky,
Esq., and awaits a decision by the Court of Appeals. No
significant additional work is anticipated until after the
Ninth Circuit hands down its decision.

      (d) providing transactional and contract law advice in
connection with claims for breach of contract brought against
PG&E by various energy suppliers.

      (e) Representation of PG&E in PG&E's next General Rate Case
before the California Public Utilities Commission. The purpose
of this administrative proceeding is to set PG&E's prospective
retail rates for both its electricity and gas distribution
operations.

      (f) Representation of PG&E in numerous docketed proceedings
before the Federal Energy Regulatory Commission, and on related
appeals in the DC Circuit and Ninth Circuit. These proceedings
involve investigations of the rates, terms, and conditions for
electric transmission, wholesale electric power sales, or gas
transportation with the objectives of (1) adjusting the workings
of the California (and west-wide) wholesale electric and gas
markets prospectively so that PG&E and its customers will not be
exposed to unlawful or excessive costs; and (2) recovery of
excess charges billed to PG&E for electric and/or gas in the
past year.

      (g) Insurance coverage matters, involving prosecution of
claims by PG&E against various of its insurers to obtain
reimbursement in respect of alleged environmental liabilities.
These engagements are subject to a partial contingent fee
arrangement (for which the Debtors will seek Bankruptcy Court
approval in a separate application).

      (h) Advice with regard to various commercial or regulatory
matters, as requested.

The Debtor paid Heller Ehrman $1,882,000 between January 1, 2001
and the Petition Date. The Firm holds an approximate $350,000
retainer as of the Petition Date. For post-petition services,
Heller Ehrman will bill the Debtor at the Firm's customary
hourly rates. Heller Ehrman Shareholders who are expected to
devote substantial time to PG&E are:

      Heller Ehrman Shareholder      Hourly Billing Rate
      ------------------------       -------------------
         Marie L. Fiala                   $510
         M. Laurence Popofsky             $625
         Brent Rushforth                  $525
         Stan Berman                      $495
         Peter J. Benvenutti              $485
         Guy Molinari                     $475
         Maria Calvelli                   $450
         Jonathan P. Hayden               $440
         Thomas Reiber                    $395
         Adam Cole                        $380
         Neil Popovic                     $380

Other Firm associates and paraprofessionals bill at $140 to $333
per hour.

Ms. Fiala disclosed that her Firm represents the Debtor's parent
company, PG&E Corp., in various corporate and securities
matters. The Firm's current client list also includes Bank of
America NT & SA, Bank of America, N.S., Bank One, BP Energy
Company, Merrill Lynch, The Pacific Lumber Co., Rio Bravo PRP
Group, and Texaco USA. Ms. Fiala assured Judge Montali that the
Firm will not represent the any of these entities in connection
with the Debtor's chapter 11 case. (Pacific Gas Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PILLOWTEX CORPORATION: Hiring Stern As Strategic Consultant
-----------------------------------------------------------
William H. Sudell, Jr., Eric D. Schwartz, and Michael G.
Busenkell, at Morris, Nichols, Arsht & Tunnell, in Delaware,
reminded Judge Robinson that, before the petition date,
Pillowtex Corporation began a process to develop a comprehensive
3-year strategic plan to determine the business structure upon
which they would formulate a reorganization plan. That strategic
planning process includes analyses focusing on potential
outsourcing opportunities, manufacturing capacity and cycle
times, working capital reductions, business process re-
engineering, brand development, expanded licensing opportunities
and strategic alliances. The Debtors believe that their
decisions regarding strategic alternatives based on the analyses
will be vital to a return to long-term profitability. To do
this, the Debtors are convinced that they need to engage experts
to assist in identifying, quantifying and measuring these
alternatives.

The Debtors asked Judge Robinson for permission to employ and
retain Stern Stewart & Co., as their strategic consultants. The
Debtors look to Stern Stewart to render strategic consulting
services over the next five to six months as the Debtors work to
complete their 3- year strategic plan. Stern Stewart will work
with the Debtors' senior management to establish a process to
identify, measure and evaluate possible strategic alternatives
by:

      (i) gathering and compiling company and industry data,

     (ii) creating operational models of the Debtors' resources,
          activities, customers and products to quantify the
          potential effects of possible alternatives, and

    (iii) establishing risk profiles for each strategic
          alternative.

More specifically, Stern Stewart will:

      (a) Undertake industry analysis and component valuation to
assist management in drawing conclusions as to what processes
the Debtors should target for growth;

      (b) Assist management in the collection, mapping,
identification and analysis of the operational processes'
economic costs and provide an enterprise-wide process map,
populated by credible data, to help identify and simulate
the proposed actions' impact on economic profitability;

      (c) Evaluate opportunities to increase value by further
reducing inventory, eliminating overhead, streamlining SKUs,
making operations more efficient, rationalizing unprofitable
customers, and determining the optimal overall asset base;

      (d) Propose a series of steps leading to smaller capital
requirements and higher near-term cash flow; and

      (e) Unlock the value of the data assets stored in the
recently completed enterprise resource planning system
implementation and other low-level data collection systems.

Mr. Sudell informed Judge Robinson that, subject to Court
approval and the terms of the application and proposal, Stern
Stewart will:

      (i) charge a flat monthly rate of $181,850 and

     (ii) seek reimbursement of actual and necessary out-of-
          pocket expenses.

Since Stern Stewart's engagement is anticipated to last for four
months, the total estimated fee is $727,5000. In addition, Stern
Stewart's expenses will be capped at $72,750, 10% of the total
estimated fees.

To avoid delay in the strategic planning process, the Debtors
agreed with Stern Stewart that the proposed consultant would
begin its first phase of the work, which includes gaining an
understanding of the Debtors' businesses, processes and outputs,
and undertaking industry analysis. For this, the Debtors have
agreed to pay Stern Stewart approximately $22,500 in accordance
with the Court's order authorizing the Debtors to retain
ordinary course professionals. After the initial phase, Stern
Stewart would be paid its monthly fee of $181,850 going forward.
The Debtors request that Stern Stewart's retention be approved
as of March 1, 2001, the day it commenced work on the initial
phase.

David Glassman, a Stern Stewart Partner, assures the Court that
Stern Stewart:

      (a) has no connection with the Debtors, their creditors,
the U.S. Trustee or any other party-in-interest in the Debtors'
bankruptcy cases or their respective professionals;

      (b) is not and has not been employed by any entity other
than the Debtors in matters related to the bankruptcy cases, and
has provided no services to any of the Debtors prior to the
engagement proposed in the application; and

      (c) from time to time, has provided services, and likely
will continue to provide services to some of the Debtors'
creditors and other adverse parties in matters unrelated to the
bankruptcy cases.

Mr. Glassman insisted that Stern Stewart is a disinterested
person as defined by bankruptcy law and, does not hold or
represent any interest adverse to the Debtors or their estates
in the matters for which the firm is to be retained. Mr.
Glassman discloses that Stern Stewart's client list includes, in
matters unrelated to the Debtors' bankruptcy cases: (a) Arthur
Andersen; (b) Bank of America; (c) Bank One; (d) Chase; (e)
Comerica; (f) First National Bank of Chicago; (g) Georgia-
Pacific; (h) IBM; and (i) JCPenney. (Pillowtex Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PLIANT SYSTEMS: Plans To File Chapter 11 Petition in N. Carolina
----------------------------------------------------------------
Pliant Systems Inc. (OTC Bulletin Board: PLNS) announced its
intention to seek Chapter 11 protection in the U.S. Bankruptcy
Court for the Eastern District of North Carolina in order to
facilitate an orderly sale of substantially all of its business
and assets to a third party. Although discussions continue with
several possible buyers, no agreement has been reached with any
buyer. The company expects that in the current environment the
proceeds from any sale of assets will not be sufficient to repay
the $115 million of convertible notes that will become due May
15, 2001.

In connection with the prospective filing, the company is also
restructuring its current operations in order to reduce its
monthly operating expenses. Although cost cuts will be made
across all departments of the company, the company will preserve
all operating functions and intends to continue to provide
service to all of its customers without interruption until the
sale is closed.

The company believes that Chapter 11 protection is critical to
the company's ability to effect an orderly and timely sale of
assets and continue to maintain current customer relationships.
Inquiries into the sales process can be directed to William Q.
Derrough or M. Kent Warner of Jefferies and Company Inc., the
company's financial advisor, at 212-284-2550.

                    About Pliant Systems

Pliant Systems Inc. designs, manufactures and markets integrated
multi- service access platforms for the telecommunications
industry. The company provides incumbent local exchange carriers
and competitive local exchange carriers with integrated access
systems capable of delivering voice, data and video services
over diverse network topologies. The company's primary product,
the Pliant 3000 Integrated Access Platform, is designed to
relieve the strain on digital loop carrier systems caused by the
Internet explosion, utilizing a distributed architecture to
deliver traditional telephony and emerging high-bandwidth
services deep into the access network. The company's web site is
www.pliantsystems.com.


PONDEROSA FIBRES: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ponderosa Fibres of America, Inc.
         1100 Circle 75 Parkway, Suite 260
         Atlanta, GA 30339

Type of Business: Manufacturing and sale of de-inked pulp

Chapter 11 Petition Date: April 30, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-01578

Debtor's Counsel: Frederick Rosner, Esq.
                   Walsh Monzack & Monaco PA
                   1201 Orange Street
                   Wilmington, DE 19801-1201
                   (302) 656-8162

                       and

                   Bruce Frankel, Esq.
                   Laurence May, Esq.
                   Angel & Frankel P.C.
                   450 Park Avenue, 8th Floor
                   New York, NY 10022-1906
                   (212) 752-8000

Total Assets: $21,600,000

Total Liabilities: $31,200,000

List of Debtor's 23 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Air Liquide America, Inc.     Trade Debt          $7,500,000
2700 Post Oak Blvd.
Houston, TX 77056-8229
Contact: John Baird
713-624-8710

Minergy Neenah,LLC            Trade Debt            $456,621
231 Millview Drive
Neenah WI 54956
Contact: Judy Drexler
920-727-2135

Memphis Light Gas & Water     Trade Debt            $298,782
Post Office Box 388
Memphis TN 38145
Contact: Wayne Ellis
901-528-4061

Atlantic Coast Fibers         Trade Debt            $286,262
101 7th Street
Passaic, NJ 07055
Contact: John Gaccione
973-614-9600


Viking Fibers, Inc.           Trade Debt            $250,560
Neshaminy Plaza II
3070 Bristol Pike #222
Bensalem PA 19020
Contact: Dave Berkowitz
215-639-6622

Rosenman & Colin              Trade Debt            $213,346

American Paper Recycling      Trade Debt            $208,334

Browing-Ferris Of Fl. Inc.    Trade Debt            $190,019

Memphis City Treasurer        Trade Debt            $187,198

The Peltz Group, Inc.         Trade Debt            $185,117

City of Oshkosh               Trade Debt            $181,161

Caraustar Paper Sales-North   Trade Debt            $175,861

River Valley Paper Company    Trade Debt            $175,353

Recycled Fibers Division      Trade Debt            $161,337

Georgia Power Company         Trade Debt            $158,739

Atlanta Intercel              Trade Debt            $149,403

Capitol Materials Company     Trade Debt            $136,885

Recycling Management          Trade Debt            $118,488

Three Rivers Solid Waste      Trade Debt            $117,040

Pioneer Fibers                Trade Debt            $113,011

Accurate Paper Recycling Inc. Trade Debt            $104,653

Rock-Tenn Company             Trade Debt             $98,904

Augusta Richmond Utilities    Trade Debt             $88,003
Dept


PSINET INC.: Discloses Management and Board Changes
---------------------------------------------------
PSINet Inc. (OTCBB: PSIX) made several significant appointments
designed to strengthen its operations and manage its
restructuring efforts.

Harry G. Hobbs has been appointed Chief Executive Officer,
replacing William L. Schrader. Mr. Hobbs has also been named to
the Company's Board of Directors. Mr. Hobbs has served PSINet in
various capacities since 1997, most recently as President and
Chief Operating Officer, and has been instrumental in efforts
over the past several months to streamline the Company's
operations. In his expanded position, Mr. Hobbs will focus
primarily on developing and executing a business plan aimed at
moving PSINet through its restructuring.

The Company also announced that Lawrence E. Hyatt, the Company's
Executive Vice President and chief financial officer, has
assumed the additional responsibility of chief restructuring
officer, working closely with bondholders and other creditors in
addressing options to rationalize the balance sheet. Kathleen B.
Horne, the Company's Executive Vice President and general
counsel, will also play an integral role in PSINet's
restructuring efforts.

The Company also announced that its Board of Directors has
formed a Restructuring Committee in order to facilitate the
management of the Company's restructuring efforts. This
Committee will be chaired by Ralph J. Swett and other members
will include Mr. Hobbs and Dr. William H. Baumer.

In addition, Ian Sharp has been named chairman of the Board of
Directors, succeeding Mr. Schrader, who will remain as a member
of the Board and serve the Company in an advisory capacity.
Bill Schrader is one of the true pioneers of the commercial
Internet. His founding vision led PSINet to assemble valuable
assets, including one of the largest and most advanced global
networks and 16 state-of-the-art hosting centers, Mr. Sharp
said. Given the changed circumstances within the marketplace and
the Company, we need to focus the Company's efforts on
preserving and enhancing this value. I am confident in our new
team's ability to achieve this objective.

Mr. Hobbs has served PSINet in various capacities since 1997 and
has been instrumental in streamlining its operations and
improving its customer service. He has over 25 years of
experience in the communications industry, primarily in
developing and implementing customer care programs for industry
pioneers, such as MCI and American Personal Communications, LP
(APC). Before joining PSINet, Mr. Hobbs served as Vice President
of Customer Care for APC, a provider of wireless communications
services and an affiliate of Sprint PCS, from February 1995 to
August 1997. Prior to that, he served MCI for 17 years, holding
a variety of positions in the Customer Service, Operations and
Large Account Support business units, including vice president
of Global Customer Service in the original Concert Group.

Mr. Hyatt has over 25 years of financial operations experience.
Prior to joining PSINet in July 2000, Mr. Hyatt was a top
financial executive within the Marriott family of companies for
nearly 20 years, most recently serving as chief financial
officer for Sodexho Marriott Services, Inc. and HMSHost
Corporation. Ms. Horne has served the Company since 1996. Prior
to joining PSINet's in-house legal team in 1996, Ms. Horne
practiced corporate and securities law as a partner in the New
York City office of Nixon, Hargrave, Devans & Doyle LLP, where
she specialized in mergers and acquisitions, corporate finance
and securities transactions.

As previously announced, PSINet's cash, cash equivalents, short-
term investments and marketable securities are not expected to
be sufficient to meet the Company's anticipated cash needs. The
Company and its advisors continue to analyze and pursue certain
financial and strategic alternatives, including the possible
sale of all or a portion of the Company, while also exploring
alternatives to restructure the Company's obligations to its
bondholders and other creditors. PSINet cannot provide any
assurance that even if any of such alternatives are implemented,
it will not run out of cash.

The Company will continue to be assisted by financial advisors
Dresdner Kleinwort Wasserstein and Goldman Sachs & Co.

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


RENAISSANCE WORLDWIDE: Securities Face Delisting From NASDAQ
------------------------------------------------------------
Renaissance Worldwide, Inc. (NASDAQ: REGI), a leader in business
and technology consulting services, announced receipt of a
letter, dated April 27, 2001, from NASDAQ notifying the Company
of its non-compliance with listing requirements due to the
Company's common stock failing to maintain a minimum bid price
of $1.00 during the last 30 consecutive trading days. The letter
states that the Company will have until July 26, 2001, to regain
compliance, or it will be provided with written notification
that its securities will be delisted. The letter further states
that the Company may appeal such a decision.

Renaissance's closing bid price fell below $1.00 on March 15,
2001, closing at $0.75 per share on a volume of 754,360 shares.
On Thursday, April 26, 2001, the stock closed at $0.69 per share
on a volume of 208,700 shares.

Renaissance has sought stockholder approval for a proposed
reverse stock split, which is more fully described in the
Company's Proxy, dated April 2, 2001. The stockholder vote will
occur at the Company's Annual Meeting of Stockholders which will
be held on May 3, 2001.

                      About Renaissance

Renaissance Worldwide, Inc. is a business and technology
consulting firm that provides focused solutions for breakthrough
performance. Through its core service offerings Renaissance
delivers best-in-class services to Fortune 1000 and public
sector clients by following its proven Concept-to-Completionr
delivery model, designed to optimize time to return on
investment and minimize risk throughout the project life cycle.
Founded in 1986, the Company currently has approximately 3000
professionals in 31 offices, located in principal cities
throughout the United States. Visit Renaissance on the Web:
http://www.rens.com


RSL COMMUNICATIONS: deltathree Gets New Board of Directors
----------------------------------------------------------
deltathree, Inc. (Nasdaq: DDDC) disclosed that the administrator
overseeing the insolvency proceeding of RSL Communications Ltd.,
the majority shareholder of deltathree, has taken action by
written consent to appoint a new board of directors of
deltathree including the following individuals: Noam Bardin,
Shimmy Zimels, Keith Maib, Hilary Kramer and James McDermott.
The new board replaces a board composed primarily of former RSL
executives and affiliates.

The new board of directors will include, Mr. Bardin the Chief
Executive Officer, President and a current director of
deltathree, Mr. Zimels the Chief Operating Officer of deltathree
and three new board representatives selected by the
administrator. Mr. Maib is a crisis and turnaround management
executive and is currently serving as the Chief Restructuring
Officer of RSL, Ms. Kramer is a Senior Managing Director and
Chief Investment Strategist for the Cisneros Group of Companies
and Mr. McDermott is a Principal with the Eagle Rock Group,
which provides business, financial and management advisory
services to companies worldwide.

The administrator overseeing RSL also acted to amend the
Company's By-laws to reduce the size of the Board of Directors
to five members, subject to change from time to time by the
Board. In March 2001, RSL Communications commenced insolvency
proceedings in Bermuda. RSL is currently in the process of
exploring strategic alternatives with respect to its ownership
position in deltathree.

The Company will be mailing a notice of this action to its
shareholders in the near future and will provide an update
regarding RSL on the quarterly earnings conference call on May
3rd, 2001.

                     About deltathree

Founded in 1996, deltathree, Inc. (Nasdaq: DDDC), the IP
Communications Network, enables customers to strengthen their
brands and improve shareholder value by hosting voice services
and providing the means to support them. The company offers
corporate customers a range of Internet telephony products and
services, including Operations Management, Billing,
Provisioning, Customer Care and Marketing Support.

deltathree routes IP telephony traffic to over 160 countries and
for 18 international telecommunications carriers. deltathree
received the Built Public Network Award for excellence in IP
services/applications at SUPERCOMM 2000, and was named the best
IP telephony by SmartMoney magazine and PC World Magazine.


SAFETY-KLEEN: Selling Cat Excavator As A Non-Performing Asset
-------------------------------------------------------------
As part of their plan to restructure their operations, the
Safety-Kleen Corp. Debtors are identifying and divesting
themselves of under-performing or non-core assets. One of these
assets which the Debtors no longer need for their ongoing
operations is the Cat Excavator, which had been used to mix
sludge with kiln dust from discontinued harbor dredging
operations in Port Newark, New Jersey, by Safety-Kleen Services
East, LC. While the Cat Excavator is not anymore in use,
Services is still responsible for all costs associated with the
Cat Excavator, including maintenance, repair and insurance.

The Debtors have determined, in an exercise of their sound
business judgment, that the Company should sell the Cat
Excavator to Southland Contracting, Inc. The Debtor has given
notice of its proposed Level 2 Sale of the Cat Excavator to the
required Notice Parties and one of them, IMEX Partners, L.P.,
has made an objection to the proposed sale.

The procedure for Miscellaneous Asset Sales allows the Debtors
to seek an order of the Court for authority to consummate a
sale, if a Notice Party timely objects to the sale. By motion,
the Debtors asked Judge Walsh to authorize the Cat Excavator's
sale by Services to the Purchaser free and clear of liens,
claims, interests and encumbrances and exempt from stamp,
transfer, recording and similar taxes.

                Proposed Sale Of Cat Excavator

Under the terms of the Purchaser's offer to buy the Cat
Excavator and the Company's counteroffer, which the Purchaser
accepted subject to the Court's approval of the sale, the
Company proposes to sell its interest in the Cat Excavator to
the Purchaser for $235,000 in cash.

The Debtors explained that the sale's net proceeds will be
deposited into a segregated interest-bearing account, in which
the Debtors retain net proceeds of all equipment sales related
to the Company's former harbor dredging operations. These
proceeds will remain on deposit in the account pending the entry
of a Court Order directing the appropriate application of such
funds, or confirmation of the Debtors' reorganization plan. The
Debtors will record and account for the receipt of such proceeds
on the Company's books and records, on a non-consolidated basis,
so that the proceeds may be readily traced, if necessary.

Gregg M. Galardi, at Skadden, Arps, Slate, Meagher & Flom LLP,
in Delaware told Judge Walsh that Services has no present need
for the Cat Excavator considering that it has ceased its
dredging operations, nor does Services intend to use the Cat
Excavator in the future. While remaining liable for the Cat
Excavator's maintenance, insurance and other costs, Services and
the Debtors are not getting any benefit from continued ownership
of the Cat Excavator. The Debtors believe that a sale of the Cat
Excavator will maximize its value for the benefit of Services'
estate and its creditors.

Mr. Galardi asserted that an expeditious sale is necessary to
assure the greatest possible price for the Cat Excavator. The
Purchaser has offered substantial value in cash for the Cat
Excavator, and the Debtors believe that any delay of the sale
may create a significant risk to their ability to realize such
value. The longer Services waits to sell the Cat Excavator, the
greater the resale value will depreciate.

The Debtors held that the Cat Excavator's proposed sale will
provide fair and reasonable consideration to the Company's
estate. Prior to entering into an agreement with the Purchaser,
the Debtors, together with National Industrial Services, Inc.,
marketed the Cat Excavator by advertising in industrial trade
magazines and on the internet, and by conducting a two-day open
house exhibiting the Cat Excavator and other, similar equipment.
The Debtors declare that the Purchaser's all-cash offer is the
highest and best offer received to date and they believe that it
is extremely unlikely that additional marketing would result in
significantly greater net proceeds to the Company's estate.

Mr. Galardi submitted that the proposed sale is the product of
arm's length negotiations between the Purchaser and the Debtors
and that the Purchaser has no affiliation with Services or the
Debtors and the Purchaser has not exerted any undue influence
over the Debtors.

                     Lien-Free Sale

The Debtors believe that the only party that holds a valid,
undisputed interest in the Cat Excavator is Mustang Tractor and
Equipment, whose consent the Debtors will obtain prior to the
sale hearing, if necessary. If and to the extent the Debtors
identify any other parties that do hold such an interest, the
Debtors also will obtain any necessary consent of such parties
on or before the sale hearing. Moreover, to the extent there
exist other possible holders of interests, the Debtors submit
that any such interest will be adequately protected by having it
attach to the sale's net proceeds, subject to any claims and
defenses the Debtors may possess with respect to such interests.

                     Tax-Exempt Sale

Mr. Galardi explained to Judge Walsh that the Debtors are
seeking Court approval of the sale of the Cat Excavator to
facilitate the formulation and ultimate confirmation of a
reorganization plan that will yield the highest possible return
to the Debtors' creditors. The Debtors are convinced that the
proposed sale of the Cat Excavator to the Purchaser is a
necessary step toward a reorganization plan. Accordingly, the
proposed sale, Mr. Galardi held, should be exempt from any stamp
tax or similar taxes, if any.

                     Brokerage Fee Payment

By Court order, the Debtors employed and retained National
Industrial Services Inc., as their Equipment Brokers and
Auctioneers. National is entitled to a commission equal to 12.5%
of the gross proceeds of any direct sale of any industrial
equipment. With respect to the Cat Excavator, National
Industrial has assisted the Debtors in their marketing efforts.
To the Debtors' minds, payment of the brokerage fee to National
Industrial is reasonable and warranted considering its efforts
to facilitate the sale of the Cat Excavator. Accordingly, the
Debtors requested Judge Walsh to authorize Services to pay
$29,375 as brokerage fee to National Industrial at closing from
the proceeds of the sale.

                     Mustang Tractor's Objects

Mustang Tractor & Equipment Company objected to the Debtors'
motion to sell the Cat Excavator free and clear of liens on
grounds that:

      (a) The property to be sold does not belong to the Debtor,
but rather is being leased by the Debtor; and

      (b) Mustang Tractor's consent is required for a sale free
and clear of liens as required by bankruptcy law.

                     Ownership of the Cat Excavator

While the Debtors seek to sell the Cat Excavator free and clear
of liens, Mustang Tractor notes that the Cat Excavator is not
identified by serial number in the Debtors' motion. However, in
their motion, the Debtors have indicated their belief that
Mustang Tractor holds the only lien on the Excavator.

By Master Equipment Lease Agreement & Rental Contract, Mustang
Tractor leases, among other pieces of equipment, two Cat
Excavators to Safety- Kleen East, LC, for a 15-month term, at a
monthly rental rate of $30,735.00. The Equipment Lease provides
that the Lessor and Lessee expressly agree that the Agreement is
a contract of lease only, and that the Lessee shall not acquire
any title to any of the equipment subject of the contract. The
Lessee is to keep the equipment free from any and all liens and
claims, and is not to do or permit any act or thing whereby
Lessor's title or rights in and to any of the equipment may be
encumbered or impaired. Mustang Tractor submits that it would
appear the Cat Excavator is not property of the Debtors' estate
within the meaning of bankruptcy law, and is therefore not
subject to sale but instead, is subject to a lease agreement.

Ian Connor Bifferato, of Bifferato, Bifferato & Gentilotti in
Delaware, informed Judge Walsh that the Debtors have failed to
make payments under the Lease. The payment of $30,735.00 due
November 1, 2000 remains unpaid, and Mustang Tractor will file
an Application for payment of Administrative Expense Claim for
that amount shortly.

                Mustang's Lack of Consent to the Sale

Mr. Bifferato argued that the Debtors' motion for authority to
sell free and clear of liens should be denied because, under
bankruptcy law, the Debtors, as trustee may only sell the
subject property free and clear of liens, provided that Mustang
Tractor consents the sale. The Debtors have not obtained
Mustang's consent to sell Mustang's property. Incidentally,
the Debtors have provided little information on the existence or
amount of any other purported liens on the Cat Excavator.
Mustang Tractor submits that even if the Cat Excavator could be
sold pursuant to the provision of bankruptcy law on the sale of
property, the Debtors have provided insufficient information to
determine whether Mustang's lien in any proceeds would suffice
to satisfy its administrative rent claim.

                       Judge Walsh's Order

Judge Walsh granted the Debtors' motion and authorizes Safety-
Kleen Services East, LC to sell the Cat Excavator to Southland
Contracting, Inc., free and clear of liens, claims, interest and
encumbrances, and determines that the sale is exempt from stamp,
transfer, recording or similar taxes, and authorizes the payment
of brokerage fee in connection with the sale.

He decreed that the proceeds of the sale be distributed as
follows:

      (a) The Debtors shall remit to Mustang Tractor & Equipment
Co., (i) $30,735.00 in satisfaction of the final monthly payment
under the Master Equipment Lease Agreement & Rental Contract,
plus (ii) $1.00, representing the final purchase price for the
equipment that is the subject of the Agreement. Upon payment of
such amounts, the Debtors shall have no further liability to
Mustang Tractor under the Agreement and Mustang shall have no
further ownership rights with respect to the equipment that is
the subject of the Agreement;

      (b) The sale's net proceeds shall be deposited into a
segregated interest-bearing account, in which the Debtors are
retaining the net proceeds of all equipment sales related to
Safety-Kleen Services East's former harbor dredging operations.
The proceeds shall remain on deposit in the Harbor Proceeds
Account pending entry of a Court Order, after notice and
opportunity to be heard, directing the appropriate application
of the funds or confirmation of the Debtors' reorganization
plan/s. The Debtors shall record and account for the receipt of
such proceeds on Safety-Kleen Services East's books and records,
on a non-consolidated basis, so that the proceeds may be readily
traced, if necessary. (Safety-Kleen Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


STAN LEE: Interfase Capital Provides DIP Financing
--------------------------------------------------
Interfase Capital LP, an Austin-based venture capital firm,
announced that it is providing debtor-in-possession financing to
Stan Lee Media Inc. (Nasdaq:SLEEQ) for operations during
reorganization.

Stan Lee Media filed for Chapter 11 bankruptcy protection in
February 2001.

Stan Lee Media's great brand, creative content and excellent
production capabilities present attractive opportunities for
establishing working relationships with other new media
companies in Interfase's portfolio, said Scott J. Hyten,
Interfase's Founder and Chief Investment officer. We look
forward to working with Stan Lee personally and with his
organization to build the medium of online entertainment.

Interfase Capital plans to form a limited partnership that will
acquire a substantial equity position in the reorganized company
and facilitate long-term business relationships between Stan Lee
Media and other Interfase Capital portfolio companies.

                     About Stan Lee Media

Stan Lee Media Inc. is the global branded content creation,
production and marketing company founded by comic book icon Stan
Lee to conceive, create, co-create and produce marketable
characters and story franchises for entertainment, merchandising
and promotional exploitation worldwide. Built on Stan Lee's
signature style, its hub Web site, www.stanlee.net, is an online
entertainment destination targeting a global community of six-
to 20-year-olds.

                     About Interfase Capital

Austin-based Interfase Capital invests venture capital funds and
provides value-added services to portfolio companies for
maximizing the development of core businesses. Investments of
Interfase include Wild Brain Inc., an entertainment studio
delivering content across the medium spectrum of film, TV,
commercials and the Internet. More information is available at
http://www.interfase-capital.com


SUN HEALTHCARE: Rober Woltil Agrees To Extend Employment As CFO
----------------------------------------------------------------
Robert D. Woltil has served as Chief Financial Officer of Sun
Healthcare Group, Inc. since February 1996.

As stated in a stipulation presented to the Court for approval,
in or about October 1999, Mr. Woltil advised the company that he
had received an offer of employment from another entity that he
was interested in accepting. At the request of the company, the
stipulation says, Mr. Woltil agreed to reject that offer and
commit to remain with the company until December 31, 2000. In
exchange, the company agreed that if Mr. Woltil voluntarily
terminated his employment with on or upon December 31, 2000, the
company would make a payment to him equal to 12 months of his
then current salary.

Shortly after that, on December 15, 1999, the Court approved a
retention program for key employees of the company including the
Voluntary Severance Payment concerning Mr. Woltil.

The Debtors and Mr. Woltil stipulated that both sides now wish
to defer Mr. Woltil's receipt of the Voluntary Severance Payment
and continue Mr. Woltil's employment with the company pursuant
to the terms of a letter agreement.

Among other things, the letter provides that the Voluntary
Severance Payment will be deferred "unless and until the earlier
of: (a) 30 days after the effective date of a chapter 11 plan of
reorganization for the company or (b) 30 days after he gives
written notice to the company of the occurrence of a Termination
Event." The letter also says that Mr. Woltil is "entitled to the
benefits for key employees specified in the Retention Program,
provided that, in no event will [he] be entitled to receive both
the Voluntary Severance Payment and any severance payments
provided under the Retention Program."

Representatives of the Committee and the company's prepetition
bank lenders have been presented with the terms of Mr. Woltil's
continued employment with the company and have raised no
objections, the stipulation says.

Judge Walrath has given her stamp of approval to the
stipulation. (Sun Healthcare Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TELIGENT: Lenders Grant Waiver of Bank Amendment Through May 15
---------------------------------------------------------------
Teligent, a global leader in broadband communications, said that
it was granted a waiver to an amendment and consent to its
credit agreement with The Chase Manhattan Bank, Goldman Sachs
Credit Partners, Toronto Dominion Bank and other lenders,
providing an extension until May 15, 2001.

The amendment originally required Teligent to deliver definitive
documentation with respect to vendor financing (in an aggregate
amount of at least $250 million) and convertible notes (in an
aggregate amount of at least $100 million) no later than April
30, 2001.

If Teligent does not meet the new May 15, 2001 deadline,
Teligent will be in default under the credit agreement and there
can be no assurance that Teligent would be able to obtain any
additional waivers under the credit agreement. The effectiveness
of the amendment and consent is also conditioned on Teligent
meeting specific weekly spending limits.

Additionally, Teligent confirmed that IDT, a leading facilities-
based multinational telecommunications carrier, purchased on
April 17, 2001, the 33.7% interest in Teligent previously held
by ATT's Liberty Media unit.

Teligent also announced that Alex Mandl will not continue as
Teligent Chairman and Chief Executive Officer. Yoav Krill, the
Managing Director of IDT's European division, has been appointed
as Chief Operating Officer and acting Chief Executive Officer of
Teligent.

Howard Jonas, Chairman, Chief Executive Officer and Treasurer of
IDT, has been appointed as Chairman of the Board of Directors of
Teligent.

                        About Teligent

Based in Vienna, Virginia, Teligent, Inc. (NASDAQ: TGNT) is a
global leader in broadband communications offering business
customers local, long distance, high-speed data and dedicated
Internet services over its digital SmartWave? local networks in
major markets throughout the United States.

The company is working with international partners to extend its
reach into Europe, Asia and Latin America. Teligent's offerings
of regulated services are subject to all applicable regulatory
and tariff approvals.

For more information, visit the Teligent website at:
www.teligent.com


TYE-SIL CORPORATION: Selling All Assets To CSS Industries
---------------------------------------------------------
CSS Industries, Inc. (NYSE:CSS) has reached an agreement to
purchase substantially all of the assets of Tye-Sil Corporation
Ltd. of Montreal, Quebec, Canada.

Tye-Sil, which has been the leading Canadian provider of gift
wrap and accessories declared bankruptcy in March of this year.
The assets are being sold by the Trustee of Tye-Sil's estate and
closing is expected to take place on May 8, 2001.

Tye-Sil has been a trusted and well respected provider to
customers in Canada and the U.S. for many years, said David J.
M. Erskine, President and Chief Executive Officer of CSS
Industries, Inc. We have admired their distribution and recent
designs of gift wrap. Acquiring the assets fits very well with
our strategy to be the preferred provider of creative seasonal
products to customers across North America and we look forward
to increasing our service to the important Canadian market, he
continued.

CSS is a consumer products company primarily engaged in the
manufacture and sale to mass market retailers of seasonal,
social expression products, including gift wrap, gift bags,
boxed greeting cards, gift tags, tissue paper, paper and vinyl
decorations, classroom exchange Valentines, decorative ribbons
and bows, Halloween masks, costumes, make-ups and novelties,
educational products and Easter egg dyes and novelties.


UNITED AUTO: Marshall Cogan Steps Down From Board Of Directors
--------------------------------------------------------------
UnitedAuto Group, Inc. (NYSE: UAG), a publicly traded automotive
retailer and a member of the FORTUNE 500, announced that
Marshall S. Cogan has resigned from its Board of Directors. With
Mr. Cogan's resignation, which is effective immediately, the
Company now has eleven directors.

Mr. Cogan served as Chairman of the Board and Chief Executive
Officer of the Company from April 1997 to May 3, 1999 and served
as Vice Chairman of the Board of the Company from 1990 to April
1997; he has been a Director since 1990.

UnitedAuto Chairman Roger S. Penske, commenting on Mr. Cogan's
past contributions, stated, "Marshall conceived of the concept
for UnitedAuto, and pioneered the consolidation of retail
automobile dealerships in the United States. He led the company
through its early days to its emergence as a leading publicly
traded auto retailer and a substantial force in the industry.
Marshall Cogan made significant contributions to our company,
our employees and the industry."

Mr. Cogan, citing personal reasons for his decision to retire
from the Board, remains active on the Boards of Foamex
International, Inc., the New York Museum of Modern Art, the
Boston Latin School, the New York University Medical Center, the
American Friends of the Israel Museum as well as on several
committees of Harvard University.

UnitedAuto, which has pursued a strategy based on internal
growth from its existing dealerships, as well as from strategic
acquisitions, operates 121 franchises in 18 states, Puerto Rico
and Brazil. UnitedAuto dealerships sell new and used vehicles,
and market a complete line of after-market automotive products
and services.


VLASIC FOODS: Asks Court To Set July 9 Bar Date
-----------------------------------------------
Vlasic Foods International, Inc. requested Judge Walrath to set
a bar date by which proofs of claim must be filed in these
jointly administered cases. Since the Petition Date, the Debtors
said they have engaged in considerable effort to determine the
number and dollar amounts of potential claims against them, and
have filed their Schedules showing what they believe those
claims to be. To further identify and resolve claims
expeditiously, the Debtors asked that Judge Walrath set the date
of July 9, 2001, as the last date on which proofs of claim may
be presented.

The Debtors asked that certain creditors be excluded from this
general bar date. These are:

      (a) Claims listed in the Schedules which are not identified
as disputed, unliquidated, or contingent, and that are not
disputed as to (i) amount, (ii) classification, or (iii)
identity of the Debtor against whom the claim is asserted;

      (b) Claims on account of which a proof of claim has already
been properly filed;

      (c) Claims previously allowed or paid by order of the
Court;

      (d) Claims allowable as expenses of administration;

      (e) Claims held by a holder of the Debtors' public notes,
including the 10-1/4% Senior Subordinated Notes due 2009 issued
by VFI, or other debt of the Debtors arising solely because of
the holder's ownership interest in or possession of such public
bonds. Any holder wishing to assert a claim against the Debtors
that is not based solely on the outstanding prepetition
principal and interest due on account of its ownership of these
securities must file a proof of claim on or prior to the general
bar date;

      (f) Claims of any governmental unit, which is given by
statute a bar date of July 30, 2001, such date being 182 days
after the Petition Date; and

      (g) Claims of the Debtors against other of the Debtors.

The Debtors further requested that any claims arising from the
rejection of executory contracts or unexpired leases be filed by
the latest of (a) thirty days after the date of any order
authorizing the Debtors to reject the agreement; (b) any date
set by another order of the Court; and (c) the general bar date.
Any claims respecting any other lease or contract must be filed
by the general bar date.

The Debtors asked that any holder of an interest in any of the
Debtors which is based exclusively on the ownership of common or
preferred stock of any of the Debtors not be required to file a
proof of interest based solely on account of the ownership of
the stock.

The Debtors continue to reserve the right to dispute or assert
offenses or defenses against any filed proof of claim or claim
listed in the Schedules with respect to the nature, amount,
liability, classification, or any other aspect, or to
subsequently designate such a claim as disputed, unliquidated,
or contingent. However, if the Debtors amend their Schedules to
reduce the undisputed, noncontingent, or liquidated amount or to
change the nature or classification of any claim, then the
affected creditor will have until the later of the general bar
date, or thirty days after the claimant is served with notice of
such amendment to file a proof of claim or amend any previously
filed proof of claim. However, this does not preclude the
Debtors from objecting to any claim, whether scheduled or filed,
on any grounds.

The Debtors further proposed that all claimants asserting claims
against more than one Debtor be required to complete a separate
proof of claim in the case of each Debtor. If claimants may
assert claims against more than one debtor in a single form, the
Debtors told Judge Walrath they may have difficulty maintaining
separate claims registers for each Debtor, and all Debtors will
be required to object to a proof of claim that may be applicable
to only one of the Debtors. Likewise each claimant should be
required to identify on each proof of claim form the particular
debtor case and number in which the claim is asserted. Requiring
parties to identify the Debtor against which a claim is asserted
will, the Debtors say, greatly expedite their review of the
proofs of claim in these cases.

The Debtors promised Judge Walrath they will give notice of the
bar date by mail to all known creditors by May 14, 2001. In
addition, they will publish notice of the bar date once in the
national edition of either the Wall Street Journal or the New
York Times. Claimants will thus have some nine weeks in which to
present proofs of claim. The Debtors will also include with the
mailed notice a proof of claim form, but propose that a proof of
claim may be filed without the writings upon which the claim is
based, provided that upon request by the Debtors or any party in
interest in these cases the creditor will be required to
promptly transmit such writings to the Debtors or other party in
interest, and in no event later than 10 days after such request.
For a proof of claim to be properly filed, it must be delivered
to the Debtors' claims and noticing agent, Robert L. Berger &
Associates, LLC, at the address set out in the notice of the bar
date so as to be received no later than 5:00 p.m. Eastern Time
on the applicable bar date. The Debtors proposed that claims may
be submitted in person, by courier, hand delivered, or by mail,
but not by facsimile, or other electronic means. Proofs of claim
will be deemed filed when actually received by the claims agent.
If the creditor wishes to receive acknowledgement of the
Debtors' receipt of the proof of claim, the creditor must
include a copy of the proof of claim and a stamped and self-
addressed envelope. (Vlasic Foods Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Proposes Omnibus Lease Rejection Procedures
-------------------------------------------------------
During the course of their chapter 11 cases, W. R. Grace & Co.
will comb through every unexpired lease, sublease, executory
contract and interest in every those types of Agreements.
Exercising their business judgment, the Debtors will determine,
on a contract-by-contract basis, whether it is in their estates'
best economic interest to assume, assume and assign, or reject
those Agreements pursuant to 11 U.S.C. Sec. 365.

W.R. Grace's management team, Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young & Jones P.C., indicated that it
is intensely focused on the operation of the Debtors' successful
facilities and operations and generating increased revenues from
the elimination of under-performing assets. As a result, the
Debtors anticipate they will find Agreements that are
unprofitable, unnecessary to their restructuring efforts, and
should be rejected. Ms. Jones indicated that she has counseled
management about the legal standards applicable to the decision
to reject Agreements:

    Section 365(a) of the Bankruptcy Code provides that a
    debtor in possession, "subject to the court's approval,
    may . . . reject any executory contract or unexpired lease of
    the debtor." 11 U.S.C. Sec. 365(a). The decision to assume
    or reject an executory contract or unexpired lease is a
    matter within the "business judgment" of the debtor. See
    National Labor Relations Board v. Bildisco (In re Bildisco),
    682 F.2d 72, 79 (3d Cir. 1982)("The usual test for rejection
    of an executory contract is simply whether rejection would
    benefit the estate, the 'business judgment' test."); see also
    In re Buckhead America Corp., 180 B.R. 83 (D. Del. 1995); and
    In re Taylor, 913 F.2d 102 (3d Cir. 1990). The business
    judgment standard measures that a court approve a debtor's
    business decision unless the decision is the product of bad
    faith, whim or caprice. See Lubrizol Enters v. Richmond Metal
    Finishes, 756 F.2d 1043, 1047 (4th Cir. 1980), cert. denied,
    475 U.S. 1057 (1986). Further, "[t]his provision allows a
    trustee to relieve the bankruptcy estate of burdensome
    agreements which have not been completely performed." Stewart
    Title Guaranty Co. v. Old Republic National Title Company, 83
    F.3d 735, 741 (5th Cir. 1996) citing In re Murexco Petroleum,
    Inc., 15 F.3d 60, 62 (5th Cir. 1994).

In anticipation of rejecting non-residential real property
leases and subleases, the Debtors asked the Court to pre-approve
these Omnibus Lease Rejection Procedures:

      (A) With respect to leases or subleases, after a leased
property has been either closed or deemed by the Debtors to be
slated for rejection, the Debtors will remove, abandon or
commence to abandon, in accordance with 11 U.S.C. Sec. 544, all
of their furniture, fixtures and equipment located therein and
will return the keys to the property to the landlord or other
such party as may be appropriate, and notify any of the Debtors'
subtenants of the Debtors' intent to reject such lease and the
relating sublease, if any, thereby unequivocally surrendering
the Debtors' possession of the premises to the landlord.

      (B) The Debtors will file thereupon a notice to reject any
such leases, subleases, or interests in such leases or
subleases, if any, pursuant to 11 U.S.C. Sec. 365 and will serve
the Notice via FedEx upon (i) the Landlord affected by the
Notice, (ii) other interested parties to the Leases, (iii)
counsel to any official creditors' committee; (iv) counsel to
the DIP Lenders, and (v) the United States Trustee, advising
those parties of the Debtors' intent to reject, applicable
deadlines and procedures for filing objections.

      (C) The Notice will include (i) the street address of the
property underlying the Lease, (ii) the Debtors' monthly rent
obligation, if any; (iii) the remaining term of the Lease; (iv)
the name and address of the Landlord; and (v) a disclosure
describing the procedures for filing objections, if any.

      (D) Should a party-in-interest object to the proposed
rejection of a Lease, the objector must file and serve a written
objection on the Notice Parties (Debtors' Lead and Local
counsel, Committee Counsel and the U.S. Trustee) within 10 days.

      (E) Landlords may not setoff or otherwise use a Security
Deposit without prior Court authority.

      (F) Absent a timely objection, a rejection becomes
effective on the date the Notice was filed without further
notice or the need for a hearing.

      (G) If a timely objection is filed, a hearing will be
scheduled. If the objection is withdrawn or overruled, the
rejection will be effective on the date the Notice was filed.

These Omnibus Lease Rejection Procedures, Ms. Jones suggested,
"provide a fair and expedient manner for rejecting leases,
subleases and interests in leases and subleases in these Chapter
11 cases. These procedures will enable the Debtors to minimize
their postpetition rent obligations while also providing
landlords with adequate notice of lease rejections and an
opportunity to object to such relief within a definitive time
period." These Omnibus Lease Rejection Procedures, Ms. Jones
advised Judge Newsome, are substantially similar to protocols
approved in In re United Artists Theatre Company, et al., Case
No. 00-3514 (SLR); In re Kuppenheimer Acquisition Corp., et al.,
Case No. 96-1123 (PJW); and In re Edison Brothers Stores, Inc.,
et al., Case No. 95-1254 (PJW). (W.R. Grace Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WINE.COM: eVineyard Buys Assets For $1 to $10 Million
-----------------------------------------------------
Online wine retailer eVineyard purchased the assets of rival
Wine.com, according to CNET News.com. The deal was valued at
between $1 million and $10 million and included the purchase of
Wine.com's customer list and web site content. The deal is
similar to last year's acquisition of WineShopper.com. The
Portland, Ore.-based eVineyard did not acquire any of Wine.com's
liabilities in the deal or any of the web site's employees.
Despite the sale, Wine.com has not filed for bankruptcy. (ABI
World, April 30, 2001)


WINSTAR COMM.: Seeks Approval Of $300,000,000 DIP Financing Pact
----------------------------------------------------------------
Prior to the Petition Date, Winstar Communications, Inc.
obtained working capital financing and backing for letters of
credit under a Revolving Credit and Term Loan Agreement, dated
as of May 4, 2000, among WCI Capital Corporation, as Borrower,
Winstar's chapter 11 debtor-affiliates, as Guarantors, Bank of
New York, as Administrative and Collateral Agent, Citicorp North
America, Inc., as Syndication Agent, and CIBC World Markets
Corp. and Credit Suisse First Boston, as Documentation Agents.
At the Petition Date, the Debtors owe the Pre-Petition Lenders
$1,372,033,000, plus accrued interest, fees and expenses. Pre-
Petition liens on substantially all of the Debtors' assets
secure the Debtors' obligations to repay the Pre-Petition Bank
Debt. The Debtors admit they owe the money and admit that the
Pre-Petition Lenders' liens are valid, perfected and
enforceable.

The filing of the chapter 11 petitions throws this financing
facility into default. Without additional financing, the Debtors
will be unable to pay employees, maintain business relationships
with vendors and suppliers, and otherwise finance their
operations. In short, without new financing, Winstar will be out
of business.

The Debtors told Judge Farnan that they are unable to obtain
unsecured post-petition credit from any lender they're aware of.
On a superpriority secured basis, WCI Capital Corp., as
Borrower, and Winstar Communications, Inc., and its Debtor-
subsidiaries, as Guarantors, inked a Senior Secured Super-
Priority Debtor in Possession Revolving Credit Facility dated as
of April 18, 2001, with:

      * Citicorp USA, Inc., as Administrative Agent;
      * The Bank of New York, as Collateral Agent;
      * The Bank of New York,
      * CIBC World Markets Corp.,
      * Credit Suisse First Boston, and
      * J.P. Morgan, a division of Chase Securities, Inc., as
        Co-Syndication Agents and Co-Documentation Agents;
      * Salomon Smith Barney, Inc.,
      * The Bank of New York,
      * CIBC World Markets Corp.,
      * Credit Suisse First Boston, and
      * J.P. Morgan, a division of Chase Securities, Inc., as
        Arrangers; and
      * Citicorp USA, Inc.,
      * The Bank of New York,
      * Credit Suisse First Boston,
      * CIBC, Inc.,
      * The Chase Manhattan Bank, as Lenders.

The Lenders agreed to extend financing in two phases:

      In Phase I, the Initial Lenders (Citicorp, BNY, CSFB, CIBC
and Chase) agree to make up to $75,000,000 of Interim Financing
available in three installments:

         $25,000,000 through April 25, 2001;
         $25,000,000 between April 26 and May 9, 2001; and
         $25,000,000 from and after May 10, 2001.

      Phase II opens-up the possibility for additional loans of
up to $225,000,000, after:

      (a) entry of a final order approving the terms and
          conditions of the DIP Credit Agreement;

      (b) Winstar's presentation of a Business Plan to Citicorp
          by May 7, 2001, relating management's forecasts of the
          company's financial condition and performance through
          December 31, 2002; and

      (c) modification of a negative covenant set forth at
          Section 8.2(m) of the DIP Financing Agreement that
          Prohibits Winstar from entering into any Sale/Leaseback
          Transaction;

The identities of the Phase II Lenders, if any, and the amounts
of their Phase II lending commitments, if any, amounts are
unknown today.  With the Initial Lenders' consent, WCI can hunt
for additional Phase II Lenders if the Initial Lenders decline
to extend sufficient Phase II commitments.

Interest on amounts borrowed will accrue at Citibank's Base Rate
plus 3%, subject to upward adjustment in the event other market
rates exceed Citibank's Base Rate. Eurodollar loans accrue
interest at a rate approximating LIBOR plus 4%.

In the event of any default, these interest rates increase by
2%.

The DIP Financing Consortium will collect a variety of Fees from
the Debtors:

      (a) a $2,250,000 Initial Commitment Fee for Phase I;

      (b) a $6,750,000 Increased Commitment Fee for Phase II;

      (c) an Outstanding Commitment Fee, payable twice annually,
          equal to 1% of the then-outstanding Total Commitment;

      (d) customary Letter of Credit-related fees ranging from
          0.25% to 2% per annum;

      (e) "additional fees, the amount and dates of payment of
          which are embodied in the Fee Letters," (i.e., certain
          non-public letters from Citicorp, Salomon Smith Barney,
          and BNY that were accepted by Winstar) pursuant to Sec.
          3.7(c) of the Postpetition Credit Agreement, which are
          described in the Debtors' pleadings as:

          (1) a $250,000 Arrangement Fee;

          (2) a 0.5% Syndication Fee payable to the
              Administrative Agent for each Commitment Increase;

          (3) a 0.2% Syndication Fee payable to the Collateral
              Agent for each Commitment Increase;

          (4) a $200,000 Administrative Agent's Fee payable on
              May 4, 2001.

      (f) For every dollar not borrowed, the Debtors will pay a
          0.5% per annum Unused Line Fee.

The Debtors will pay all fees and expenses incurred by the
Prepetition and Postpetition Agents' and Lenders' legal counsel:

          Stephen Karotkin, Esq.
          David S. Dokos, Esq.
          Weil, Gotshal & Manges LLP
          Counsel to the Post-Petition Lenders

          Chaim J. Fortgang, Esq.
          Wachtell, Lipton, Rosen & Katz
          Special Bankruptcy Counsel to the Pre-Petition
          Agents and Lenders

          Erik D. Lindauer, Esq.
          Sullivan & Cromwell
          Special Corporate Counsel to the Pre-Petition Lenders

And any expenses the Lenders and Agents incur for audits,
appraisals, valuation work, filing fees, document duplication
and reproduction, investigations, and other out-of-pocket items,
subject to a $25,000 cap per Initial Lender.

The Debtors' borrowings under the DIP Facility will be accorded
a super-priority pursuant to 11 U.S.C. Sec. 364(c)(1), subject
to a $2,500,000 Carve-Out for fees billed by professionals
retained by the Debtors, any Creditors' Committees (but not if
those fees relate to challenging the validity, extent or
priority of the Prepetition Lenders' liens or other legal action
against the Prepetition Lenders), and fees payable to the Court
Clerk and the U.S. Trustee. Pursuant to 11 U.S.C. Secs.
364(c)(2) and (3), Borrowings will be secured by (a) first liens
on (i) all of the Debtors' unencumbered property, except stock
interests in the Debtors' foreign subsidiaries, (ii) recoveries
by the Debtors on account of avoidance actions pursued under
chapter 5 of the Bankruptcy Code, and (b) junior liens on all
property subject to a Permitted Lien. The assets of any non-
debtors that subsequently file a chapter 11 petition will
further secure the DIP Loans.

A Change of Control, meaning a change in the Board of Directors
so that current directors hold less than a 2/3 majority of the
seats, will trigger a default under the DIP Facility, as will
conversion of the Debtors' chapter 11 cases, appointment of a
Trustee or appointment of an Examiner with expanded powers. The
Debtors' cases may be dismissed, provided, however, that the
order of dismissal requires repayment of all DIP Facility
Obligations.

The DIP Credit Agreement provides that Eligible Assignees are
those entities that Winstar, the Administrative Agent and the
L/C Agent find acceptable. Assignments must occur in $5,000,000
blocks. Citicorp collects a $3,500 processing fee to handle each
assignment.

At the First Day Hearing, Judge Farnan granted the Debtors
interim authority to draw up to $75,000,000 under the DIP
Facility in three installments. Any objections to the entry of a
Final DIP Financing Order must be filed no later than May 1,
2001, at 4:00 p.m. EST, and the Court will convene a Final
Hearing on May 8, 2001, at 12:30 p.m. EST.

At least one point of contention will be reviewed at the Final
Hearing: whether the Debtors are permitted to grant liens to the
DIP Lenders on recoveries by the Estates on account of avoidance
actions pursued under chapter 5 of the Bankruptcy Code (e.g.,
preference actions, fraudulent conveyance recoveries, etc.).
(Winstar Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDWIDE XCEED: Files Chapter 11 Petition in N.D. Illinois
-----------------------------------------------------------
Professional services firm Worldwide Xceed Group Inc., whose
stock was delisted from the Nasdaq Market on April 30, said it
made a voluntary filing for Chapter 11 bankruptcy protection.
The New York-based company said it filed for bankruptcy with the
United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division. The Chapter 11 filing is expected to
give Xceed an opportunity to reorganize its business operations,
restructure its debt obligations and obtain relief from pre-
petition creditors, the company said. (New Generation Research,
April 30, 2001)


* Meetings, Conferences and Seminars
------------------------------------
May 14, 2001
    American Bankruptcy Institute
       NY City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

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

June 14-16, 2001
    ALI-ABA
       Partnerships, LLCs, and LLPs: Uniform Acts,
       Taxations, Drafting, Securities, and Bankruptcy
          Swissotel, Chicago, Illinois
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

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

June 21-22, 2001
    RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
       Bankruptcy Sales & Acquisitions
          The Renaissance Stanford Court Hotel,
          San Francisco, California
             Contact: 1-903-592-5169 or ram@ballistic.com

June 25-26, 2001
    TURNAROUND MANAGEMENT ASSOCIATION
       Advanced Education Workshop
          The NYU Salomon Center at the Stern School
          of Business, New York, NY
             Contact: 312-822-9700 or info@turnaround.org

June 28-July 1, 2001
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact:  770-535-7722 or Nortoninst@aol.com

June 28-July 1, 2001
    American Bankruptcy Institute
       Hawaii CLE Program
          Outrigger Wailea Resort, Maui, Hawaii
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

July 13-16, 2001
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
          Stoweflake Resort, Stowe, Vermont
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 12-15, 2001
     American Bankruptcy Institute
        Northeast Bankruptcy Conference
           Stoweflake Resort, Stowe, Vermont
              Contact: 1-703-739-0800 or http://www.abiworld.org

July 26-28, 2001
    ALI-ABA
       Chapter 11 Business Reorganizations
          Hotel Loretto, Santa Fe, New Mexico
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

August 1-4, 2001
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          The Ritz-Carlton, Amelia Island, Florida
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

September 10-11, 2001
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
Fourth Annual Conference on Corporate Reorganizaitons
    The Knickerbocker Hotel, Chicago, IL
Contact 1-903-592-5169 or ram@ballistic.com

September 13-14, 2001
    ALI-ABA
       Corporate Mergers and Acquisitions
          Washington Monarch, Washington, D. C.
             Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

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

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

October 12-16, 2001
    TURNAROUND MANAGEMENT ASSOCIATION
       2001 Annual Conference
          The Breakers, Palm Beach, FL
             Contact: 312-822-9700 or info@turnaround.org

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

November 26-27, 2001
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
Seventh Annual Conference on Distressed Investing
          The Plaza Hotel, New York City
Contact 1-903-592-5169 or ram@ballistic.com

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

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

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

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

February 28-March 1, 2002
    ALI-ABA
       Corporate Mergers and Acquisitions
          Renaissance Stanford Court
          San Francisco, California
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org


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

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

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

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

June __, 2002
    American Bankruptcy Institute
       Delaware Bankruptcy Conference
          Hotel Dupont, Wilmington, Delaware
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

December 5-8, 2003
    American Bankruptcy Institute
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

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


                            *********


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

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

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

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


                           *********


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

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

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

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

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

                      *** End of Transmission ***